<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)/*//
--
Under the Securities Exchange Act of 1934
Optek Technology, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
683815
(CUSIP Number)
Hayden D. McMillian
F.S. Warrant, L.P.
120 Tredegar Street
Richmond, Virginia 23219
(804) 775-3776
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 12, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box __.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 13 Pages)
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CUSIP NO. 683815 Page 2 of 13 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
F.S. Warrant, L.P.
36-4245647
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) __
(b) __
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14. TYPE OF REPORTING PERSON*
PN
________________
* See Instructions before filling out.
<PAGE>
CUSIP NO. 68315 Page 3 of 13 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
First Source Equity Holdings, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) __
(b) __
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14. TYPE OF REPORTING PERSON*
CO
________________
* See Instructions before filling out.
<PAGE>
CUSIP NO. 683815 Page 4 of 13 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dominion Capital, Inc.
54-3480682
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) __
(b) __
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ___
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14. TYPE OF REPORTING PERSON*
CO
_____________________
* See Instructions before filling out.
<PAGE>
CUSIP NO. 683815 Page 5 of 13 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dominion Resources, Inc.
54-1229715
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___
(b) ___
3 SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ___
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14. TYPE OF REPORTING PERSON*
HC
___________________
* See Instructions before filling out.
<PAGE>
CUSIP NO. 683815 Page 6 of 13 Pages
The Statement on Schedule 13D, dated July 14, 1988, as amended January 31,
1991, April 14, 1995, May 6, 1998 and October 26, 1998 (the "Statement"), with
respect to the shares of common stock, par value $.01 (the "Shares"), of Optek
Technology, Inc., a Delaware corporation (the "Issuer") is hereby amended by the
following parties: (1) F.S. Warrant, L.P. ("FS Warrant"), a Delaware limited
partnership, (2) First Source Equity Holdings, Inc. ("Equity Holdings"), a
Virginia corporation which is (a) the one percent general Partner of FS Warrant
and (b) wholly owned by Dominion, (3) Dominion Capital, Inc. ("Dominion"), a
Virginia corporation and wholly owned subsidiary of Dominion Resources, Inc.
("Dominion Resources"), a Virginia corporation, and (4) Dominion Resources. A
copy of the agreement among FS Warrant, Equity Holdings, Dominion and Dominion
Resources as required by Rule 13d-1(k)(1)(iii) is attached hereto as Exhibit 16.
Unless otherwise indicated, capitalized terms used below but not defined herein
shall have the meanings assigned to such terms in the Statement.
Item 1. Security and Issuer
Item 1 of the Statement is not amended.
Item 2. Identity and Background
Item 2 of the Statement is hereby amended as follows.
(1) FS Warrant.
FS Warrant's principal business is the holding of securities for
investment. The address of FS Warrant's principal business and the address of
its principal office are 120 Tredegar Street, Richmond, Virginia 23219.
The present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted of each executive officer and director of FS
Warrant are set forth in Appendix A.
During the last five years, neither FS Warrant nor, to the best
of its knowledge, any of the persons listed in Appendix A has been convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
To the best knowledge of FS Warrant, each of the persons listed
in Appendix A is a citizen of the United States of America.
(2) Equity Holdings.
Equity Holdings' principal business is acting as the general
partner of FS Warrant. The address of Equity Holdings' principal business and
the address of its principal office are 120 Tredegar Street, Richmond, Virginia
23219.
The present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted of each executive officer and director of Equity
Holdings are set forth in Appendix A.
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CUSIP NO. 683815 Page 7 of 13 Pages
During the last five years, neither Equity Holdings nor, to the
best of its knowledge, any of the persons listed in Appendix A has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
To the best knowledge of Equity Holdings, each of the persons
listed in Appendix A is a citizen of the United States of America.
(3) Dominion.
Dominion is primarily engaged in financial and real estate
investment activities. The address of Dominion's principal business and the
address of its principal office are 120 Tredegar Street, Richmond, Virginia
23219.
The present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted of each executive officer and director of Dominion
are set forth in Appendix B.
During the last five years, neither Dominion nor, to the best of
its knowledge, any of the persons listed in Appendix B has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
To the best knowledge of Dominion, each of the persons listed in
Appendix B is a citizen of the United States of America.
(4) Dominion Resources.
Dominion Resources is a holding company with utility and non-
utility subsidiaries. The address of Dominion Resources' principal business and
the address of its principal office are 120 Tredegar Street, Richmond, Virginia
23219.
The present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted of each executive officer and director of Dominion
Resources are set forth in Appendix C.
During the last five years, neither Dominion Resources nor, to
the best of its knowledge, any of the persons listed in Appendix C has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
To the best knowledge of Dominion Resources, each of the persons
listed in Appendix C is a citizen of the United States of America.
<PAGE>
CUSIP NO. 683815 Page 8 of 13 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is not applicable.
Item 4. Purpose of Transaction
Item 4 of the Statement is not applicable.
Item 5. Interests in Securities of Issuer.
Item 5 is hereby amended as follows:
(a) As of May 13, 1999, neither FS Warrant, Equity Holdings, Dominion
nor Dominion Resources may be deemed to beneficially own any
Shares.
(b) Not applicable.
(c) On May 12, 1999, FS Warrant sold 189,000 Shares at $24.815 per
share and 165,000 Shares at $24.8106 per share. On May 13, 1999,
FS Warrant sold 150,000 Shares at $24.875 per share, 100,000
Shares at $24.845 per share, 21,000 Shares at $24.875 per share,
20,000 Shares at $24.875 per share, and 5,000 Shares at $24.938
per share. The Shares were sold through a broker by FS Warrant on
the Nasdaq National Market.
(d) Ninety-nine percent (99%) of the proceeds from the sale of the
Shares were received by the limited partner of FS Warrant, First
Source Financial LLP, an Illinois registered limited liability
partnership. The remaining one percent (1%) of the proceeds were
received by the general partner of FS Warrant, Equity Holdings.
(e) On May 12, 1999, FS Warrant, Equity Holdings, Dominion and
Dominion Resources (the "Companies") ceased to be the beneficial
owners of more than 5% of the Shares. On May 13, 1999, the
Companies ceased to be the beneficial owners of any Shares.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
to Securities of the Issuer.
Item 6 of the Statement is not applicable.
Item 7. Materials to be filed as Exhibits.
Item 7 of the Statement is hereby amended as follows:
Exhibit 16 - Agreement among the Reporting Persons as to joint filing
of Schedule 13D, dated May 21, 1999.
<PAGE>
CUSIP NO. 683815 Page 9 of 13 Pages
After reasonable inquiry to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: May 21, 1999
F.S. WARRANT, L.P.
By: /s/ Hayden D. McMillian
----------------------------
Name: Hayden D. McMillian
Title: Vice President
Date: May 21, 1999
FIRST SOURCE EQUITY HOLDINGS, INC.
By: /s/ Hayden D. McMillian
-----------------------
Name: Hayden D. McMillian
Title: Vice President
Date: May 21, 1999
DOMINION CAPITAL, INC.
By: /s/ Hayden D. McMillian
-----------------------
Name: Hayden D. McMillian
Title: Senior Vice President
Date: May 21, 1999
DOMINION RESOURCES, INC.
By: /s/ David L. Heavenridge
------------------------
Name: David L. Heavenridge
Title: Executive Vice President
<PAGE>
CUSIP NO. 683815 Page 10 of 13 Pages
APPENDIX A
Executive Officers and Directors of F.S. Warrant, L.P. and First Source Equity
Holdings, Inc.
Name and Title; Principal Occupation or Employment
- --------------------------------------------------
F.S. Warrant, L.P.
- ------------------
First Source Equity Holdings, Inc. is the General Partner of F.S. Warrant,
L.P. The Executive Officers and Directors of First Source Equity Holdings,
Inc., are listed below.
First Source Equity Holdings, Inc.
- ----------------------------------
David L. Heavenridge, Director and President; President and Chief Executive
Officer of Dominion Capital, Inc.; Executive Vice President of Dominion
Resources, Inc.
Hayden D. McMillian, Vice President; Senior Vice President and Chief Operating
Officer of Dominion Capital, Inc.
Mark P. Mikuta, Vice President; Vice President and Controller of Dominion
Capital, Inc.
Henry C. Riely, Secretary; Corporate Secretary of Dominion Capital, Inc.
The business address of each of the Executive Officers and Directors listed
above is 120 Tredegar Street, Richmond, Virginia 23219.
<PAGE>
CUSIP NO. 683815 Page 11 of 13 Pages
APPENDIX B
Executive Officers and Directors of Dominion Capital, Inc.
Name and Title; Principal Occupation or Employment
- --------------------------------------------------
Thomas E. Capps, Chairman of the Board; Chairman of the Board, President and
Chief Executive Officer of Dominion Resources, Inc.
David L. Heavenridge, President, Chief Executive Officer and Director; Executive
Vice President of Dominion Resources, Inc.
Charles E. Coudriet, Senior Vice President and Chief Credit Officer
Randolph W. Wyckoff, Senior Vice President - Marketing Development
Hayden D. McMillian, Senior Vice President and Chief Operating Officer
Mark F. Mikuta, Vice President and Controller
Dennis W. Hedgepeth, Vice President and Treasurer
Jerry L. Moore, Vice President
Elizabeth J. Robison, Vice President
James M. Riis, Vice President and Chief Information Officer
Henry C. Riely, Corporate Secretary
John B. Bernhardt, Director; Retired, 8020 Quail Hollow, Suffolk, Virginia
23433; Director Dominion Resources, Inc.
Thomas N. Chewning, Director; Executive Vice President and Chief Financial
Officer Dominion Resources, Inc.
John W. Harris, Director; President and Managing Partner, Harris Group, Rotunda
Suite 175, 4201 Congress Street, Charlotte, North Carolina 28209; Director
Dominion Resources, Inc.
Frank S. Royal, M.D., Director; East End Medical Building, 1122 North 25th
Street, Suite A, Richmond, Virginia 23223; Director Dominion Resources, Inc.
Dr. Dallas Simmons, Director; President, Virginia Union University, 1500 North
Lombardy Street, Richmond, Virginia 23220; Director Dominion Resources, Inc.
David A. Wollard, Director; Retired, 420 South Marion Parkway, Denver, Colorado
80209; Director Dominion Resources, Inc.
Except as noted above, the business address of each of the Executive Officers
and Directors listed above is 120 Tredegar Street, Richmond, Virginia 23219.
<PAGE>
CUSIP NO. 683815 Page 12 of 13 Pages
APPENDIX C
Executive Officers and Directors of Dominion Resources, Inc.
Name and Title; Principal Occupation or Employment
- --------------------------------------------------
Thomas E. Capps, Chairman of the Board, President and Chief Executive Officer of
Dominion Resources, Inc.
Thomas N. Chewning, Executive Vice President and Chief Financial Officer
David L. Heavenridge, Executive Vice President
Edgar M. Roach, Jr., Executive Vice President
Thomas P. Farrell, II, Executive Vice President
James P. O'Hanlon, Executive Vice President
Robert E. Rigsby, Executive Vice President
Eva S. Teig, Senior Vice President - External Affairs & Corporate Communication
William S. Mistr, Vice President
James L. Trueheart, Senior Vice President and Controller
James F. Stutts, Vice President and General Counsel
Scott G. Hetzer, Senior Vice President and Treasurer
Patricia A. Wilkerson, Vice President and Corporate Secretary
Karen E. Hunter, Vice President of Financial Planning
William C. Hall, Vice President - Corporate Communications
John B. Adams, Jr., Director; President and Chief Executive Officer, The Bowman
Companies, One Bowman Drive, Fredericksburg, Virginia 22408
John B. Bernhardt, Director; Retired, 8020 Quail Hollow, Suffolk, Virginia 23433
Dr. Benjamin J. Lambert, III, Director; Virginia State Senator and Optometrist,
904 North First Street, Richmond, Virginia 23219
Richard L. Leatherwood, Director; 3805 Greenway, Baltimore, Maryland 21218
Kenneth A. Randall, Director; 6 Whittaker's Mill, Williamsburg, Virginia 23185
Frank S. Royal, M.D., Director; East End Medical Building, 1122 North 25th
Street, Suite A, Richmond, Virginia 23223
<PAGE>
CUSIP NO. 683815 Page 13 of 13 Pages
Dr. Dallas Simmons, Director; President, Virginia Union University, 1500 North
Lombardy Street, Richmond, Virginia 23220
Robert H. Spilman, Director; Chairman of the Board and Chief Executive Officer,
Bassett Furniture Industries, Inc., P.O. Box 880, Bassett, Virginia 24055
Judith B. Warrick, Director; Senior Advisor, Morgan Stanley & Co., Inc., 1585
Broadway, 14th Floor, New York, New York, 10036
John W. Harris, Director; Rotunda Suite 175, 4201 Congress Street, Charlotte,
North Carolina 28209
David A. Wollard, Director; 420 South Marion Parkway, Denver, Colorado 80209
Except as otherwise noted, the business address of each of the Executive
Officers and Directors listed above is 120 Tredegar Street, Richmond, Virginia
23219.
<PAGE>
EXHIBIT 16
AGREEMENT PURSUANT TO RULE 13d-1(k)(1)(iii)
CONCERNING JOINT SCHEDULE 13D FILING
The undersigned each agree, in connection with the sale by F.S. Warrant,
L.P. of an aggregate of 650,000 shares of Common Stock, par value of $.01 per
share, of Optek Technology, Inc., a Delaware corporation, on May 12 and May 13,
1999: (i) that an Amended Statement on Schedule 13D (the "Amended Statement")
shall be filed jointly by all of them pursuant to Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") and (ii) that the Amended
Statement is filed on behalf of each of them. The undersigned acknowledge their
respective responsibilities with respect to the Amended Statement as set forth
in Rule 13d-1(k)(1)(iii) promulgated under the Exchange Act.
This Agreement may be executed in counterparts.
Date: May 21, 1999 F.S. Warrant, L.P.
By: /s/ Hayden D. McMillian
-----------------------
Name: Hayden D. McMillian
Title: Vice President
Date: May 21, 1999 First Source Equity Holdings, Inc.
By: /s/ Hayden D. McMillian
-----------------------
Name: Hayden D. McMillian
Title: Vice President
Date: May 21, 1999 Dominion Capital, Inc.
By: /s/ Hayden D. McMillian
-----------------------
Name: Hayden D. McMillian
Title: Senior Vice President
Date: May 21, 1999 Dominion Resources, Inc.
By: /s/ David L. Heavenridge
------------------------
Name: David L. Heavenridge
Title: Executive Vice President
