UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERICAN DIGITAL COMMUNICATIONS, INC.
(Exact Name of Registrant as specified in its Charter)
WYOMING
(State or other jurisidiction of incorporation)
COMMON STOCK $0.0001 Par Value
CUSIP #025369-10-9
Daniel M. Smith
5575 DTC Parkway, Suite 355
Englewood, CO 80111
(303) 770-8283
As filed with the Securities and Exchange Commission on November 8, 1996
SCHEDULE 13D
1) SIMMONDS CAPITAL LIMITED
2) N/A
3) N/A
4) 00
5) N/A
6) CANADA
7) N/A
8) 7,260,906 common shares
9) N/A
10) 7,260,906 common shares
11) 7,260,906 common shares
12) N/A
13) 33.3%
14) CO
Item 1. Security and Issuer
(a) Common Stock $0.0001 par value
(b) American Digital Communications, Inc.
5575 DTC Parkway, Suite 355
Englewood, CO 80111
Item 2. Identity and Background
(a)-(c) This statement is being filed by Simmonds Capital Limited ("SCL"),
a Canadian corporation incorporated under the laws of Ontario, whose
principal business is the manufacturing and selling of communication
equipment and integrating systems in the global wireless communications
market. The address of SCL's principal business and principal office is
5255 Yonge Street, Suite 1050, Willowdale Ontario Canada M2N 6P4.
The following are the executive officers and directors of SCL and
certain information relating thereto:
NAME TITLE BUSINESS ADDRESS PRINCIPLE OCCUPATION
- ---- ----- ---------------- --------------------
Robert Director Royal Bank Plaza Senior Partner
Donaldson Suite 2600 Heenan Blaikie
South Tower Royal Bank Plaza
Toronto, Ont. Canada Suite 2600
M5J 2J4 South Tower
Toronto, Ont. Canada
J. Harry Chief Tech. 5255 Yong Street Chief Technology Officer
Dunstan Officer, Suite 1050 SCL
Director Willowdala Ont.
Canada M2N 6P4
Charles
Gawlicki Director 8713 - 53 Ave. President SCL Distr.
Edmonton Alberta (Western) Ltd.
Canada T6E 5E9 8713 - 53 Ave.
Edmonton Alberta
Canada T6E 5E9
Douglas F. Director 8 Falconer Drive Executive VP
Haslam P.O. Box 610 Menu Foods Ltd.
Streetsville, Ont. 8 Falconer Drive
Canada L5M 2C1 P.O. Box 610
Streetsville, Ont.
Canada L5M 2C1
Patrick Director 150 King St. West Chairman of the Board
Lavelle Suite 1112 of Business Development
Toronto, Ont. Bank of Canada
Canada M5H 1J9 150 King St. West
Suite 1112
Toronto, Ont.
Canada M5H 1J9
Mark Director Plaza S35, King Rd. Partner & Director
Longden London England Octagon Analytics
SW10 0SZ Plaza S35, King Rd.
London England
SW10 0SZ
Michael G. Chief 5255 Yonge St. Chief Financial Officer
Smith Financial Suite 1050 of SCL
Officer Willowdala Ont.
Canada M2N 6P4
David C. Executive 5255 Younge St. Executive Vice President
O'Kell Vice Suite 1050 and Secretary of SCL
President Willowdale Ont.
Secretary Canada M2N 6P4
Director
John G. Chairman of 5255 Younge St. Chairman of the Board
Simmonds the Board Suite 1050 President and Chief
President Willowdale Ont. Executive Officer
Chief Canada M2N 6P4 of SCL
Executive
Officer
(d) During the last five years, neither SCL nor any of the directors or
executive officers of SCL have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither SCL nor any of the directors or
executive officers of SCL have 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 violation
with respect to such laws.
(f) Except Mark Longden, who is a citizen of the United Kingdom, all of
the executive officers and directors of SCL are citizens of Canada.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable. See Item 4. Below.
Item 4. Purpose of the Transaction
(a)-(j) We have looked at these sections and have found them not to be
applicable except as provided below.
Previous Transactions:
On December 29, 1995 American Digital Communications, Inc. ("ADC")
purchased from Midland International Corporation, a wholly owned sub-
sidiary of SCL incorporated in the State of Delaware ("Midland") the
exclusive license rights to distribute Midland brand CSS trunked two-way
radio systems products ("Products") in the United States of America. As
well, ADC purchased all of Midland's inventory of the products. Consid-
eration for this asset purchase was (US) $400,000 for the license rights
and (US) $657,726 for the inventory. The purchase price was paid and
satisfied by the issuance by ADC of common stock at a deemed price of
(US) $0.25 per share. A total of 4,230,906 common shares were issued.
These shares were "restricted securities" as that term is defined in
Rule 144 under the Securities Act of 1933.
Current Transaction:
On November 8, 1996, ADC purchased from SCL the exclusive license
rights to distribute Midland brand two-way radio system products for
the professional and commercial markets in various territories through-
out the world. Consideration for this asset purchase was (US) $900,000.
The purchase price of (US) $0.30 per share. A total of 3,000,000 common
shares were issued. These shares were "restricted securities" as that
term is defined in Regulation S under the Securities Act of 1933. SCL
also has agreed not to sell or transfer these shares without ADC's prior
consent for a period of 12 months from the effective date.
Item 5. Interest in Securities of the Issuer
The 7,230,906 shares of ADC were acquired by SCL as outlined in Item 4.
On December 16, 1996, SCL purchased for cash 30,000 common shares of
ADC in the open market at an average price of $0.243 per share.
SCL currently holds 7,260,906 common shares of ADC representing 33.3%
of the outstanding common stock.
No persons named in Item 2. Beneficially owned any shares of ADC.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
As part of the transaction completed on November 8, 1996, SCL entered
into an understanding with ADC whereby it would purchase up to 500,000
common shares of ADC on the open market.
Item 7. Material to Be Filed as Exhibits
None
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
By: /s/ Brian F. Faughnan
Brian F. Faughnan
VP of Mergers and Acquisitions
