SCHEDULE 13D AMENDMENT NO. 3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
American Digital Communications, Inc.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
025369-10-9
(CUSIP Number)
John G. Simmonds
Simmonds Capital Limited
580 Granite Court
Pickering, Ontario CANADA
L1W 3Z4
(905) 839-1430
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 31, 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 Rule 13d- 1(b)(3) or (4), check the following box: /_/
Check the following box if a fee is being paid with this statement: /_/
Page 1 of 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 025369-10-9 Page 2 of 6 Pages
- --------------------------------------------------------------------------------
1) S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SIMMONDS CAPITAL LIMITED
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC;OO
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/-/
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
7,277,558
NUMBER ----------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES N/A
BENEFICIALLY ----------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 7,277,558
REPORTING ----------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH N/A
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,277,558
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 025369-10-9 Page 3 of 6 Pages
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 025369-10-9 Page 4 of 6 Pages
AMENDMENT NO. 3 TO SCHEDULE 13D
This amends the Schedule 13D filed on November 8, 1996 (the
"Schedule 13D"), as amended by Amendment No. 1 filed June 8, 1998 and Amendment
No. 2 filed October 23, 1999 by Simmonds Capital Limited with respect to the
common stock, $.0001 par value (the "Common Stock"), of American Digital
Communications, Inc., a Wyoming corporation (the "Company"). Notwithstanding
this Amendment No. 3, the Schedule 13D and the amendments thereto speak as of
their respective dates. Capitalized terms used without definition have the
meanings ascribed to them in the Schedule 13D.
I. Item 2, "Identity and Background", of the Schedule 13D is amended by deleting
"J. Harry Dunstan" (and all corresponding information) in the table set forth in
the second paragraph of such item and inserting in lieu thereof the following:
NAME TITLE BUSINESS ADDRESS
---- ----- ----------------
Robert Sturgess Director Robert W. J. Sturgess
Michael Stern Associates Inc.
70 University Avenue, Suite 370
Toronto, Ontario M5J 2M4
II. Item 3, "Source and Amount of Funds or Other Consideration," of the Schedule
13D is amended by adding the following paragraphs:
"On March 31, 1999, SCL subscribed for 333,333 common shares of ADC
issued from treasury and purchased for in consideration for forgiveness
of debt due to SCL by ADC from the company at a price of $0.15 per
share."
"On June 10, 1999 SCL subscribed and paid $250,000 cash for an 8%
Subordinated Convertible Debenture issued by ADC which is convertible
into common shares of ADC at $1.25 per share. As additional
consideration for this financing, SCL received a three year warrant to
purchase 200,000 common shares of ADC from treasury at a price of $2.50
per share."
<PAGE>
SCHEDULE 13D
CUSIP No. 025369-10-9 Page 5 of 6 Pages
"On June 24, 1999, as consideration for the guarantee by SCL of certain
financial obligations of ADC, SCL received a four year warrant for the
purchase from treasury of up to 1,000,000 common shares of ADC at a
price of $2.50 per share. As further consideration for this guarantee,
SCL received the right to convert the funds due to SCL under the terms
of the earn out, up to $1,500,000 once earned, into common shares of ADC
at a price of $2.00 per share."
III. Item 5, "Interest in Securities of the Issuer," of the Schedule 13D is
amended by the following:
a. In the first sentence of Item 5(a) delete the reference to
"3,608,263" and insert in lieu thereof "3,129,963" and delete the
reference therein to "14.4%" and insert in lieu thereof "11.2%"
and delete the reference therein to "19.2%" and inserting in its
stead "22.8%".
b. Delete the second footnote to the table provided in Item 5(a) and
insert the following in lieu thereof.
"/2/ Percentages are based upon an aggregate of shares
outstanding, representing: (1) 27,911,578 shares of Common Stock
reported outstanding as of July 12, 1999 in ADC's Quarterly
Report on Form 10-QSB for the three months ended May 31, 1999,
and (2) the assumed exercise of 1,000,000 shares of Convertible
Preferred Stock, convertible into 1,000,000 shares of Common
Stock, and warrants to purchase an aggregate of 500,000 shares of
Common Stock, each issued on January 28, 1998, and conversion of
the $250,000 8% Subordinated Convertible Debenture into 200,000
shares of Common Stock and warrants to purchase 200,000 shares of
Common Stock each issued on June 10, 1999, and warrants to
purchase an aggregate of 1,750,000 shares of Common Stock issued
on June 24, 1999."
c. Insert the following paragraphs at the end of Item 5(b):
"On March 31, 1999, SCL subscribed for 333,333 common shares of
ADC issued from treasury and purchased in consideration for
forgiveness of debt due to SCL by ADC from the company at a price
of $0.15 per share."
<PAGE>
SCHEDULE 13D
CUSIP No. 025369-10-9 Page 6 of 6 Pages
"On May 14, 1999, SCL sold 100,000 common shares of ADC at a
price of $0.25 per shares by means of the exercise of the option
described in paragraph 5(e)."
"On June 2, 1999, SCL received 429,962 common shares of ADC
issued from treasury at an average price of $0.16 as payment in
arrears of the preferred share dividends due to SCL."
"On June 10, 1999 SCL subscribed for an 8% Subordinated
Convertible Debenture issued by ADC which is convertible into
200,000 common shares of ADC at $1.25 per share. As additional
consideration for this financing, SCL received a three year
warrant to purchase 200,000 common shares of ADC from treasury at
a price of $2.50 per share."
"On June 24,1999, acquired a four year warrant for the purchase
from treasury of up to 1,000,000 common shares of ADC at a price
of $2.50 per share, as consideration for certain financial
guarantees of the obligations of ADC."
"On June 24, 1999, as consideration for the financial guarantees,
SCL received the right to convert the funds due to SCL under the
terms of the earn out, up to $1,500,000 once earned, into common
shares of ADC at a price of $2.00 per share."
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth herein is true, complete and correct.
August 23, 1999
SIMMONDS CAPITAL LIMITED
By: /s/ David C. O'Kell
-------------------
David C. O'Kell
Executive Vice President and Secretary
