SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Infinity, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
45663L 30 4
(CUSIP Number)
Daniel B. Nunn, Jr.
Martin, Ade, Birchfield & Mickler, P.A.
One Independent Drive, Suite 3000
Jacksonville, Florida 32202
(904) 354-2050
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 22, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d- 1(e), 13d-1(f) or 13d-1(g), check the
following box. o
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Rule 13d-7(b) for other parties to whom copies
are to be sent.
* 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 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).
<PAGE>
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CUSIP No. 45663L 30 4 13D Page 2 of 7 Pages
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1 Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
David J. Smith
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2 Check the Appropriate Box if a Member of a Group (a) |X|
(See Instructions) (b) |_|
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3 SEC Use Only
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4 Source of Funds (See Instructions)
PF
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2 (e)
|_|
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6 Citizenship or Place of Organization
United States
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Number of Shares 7 Sole Voting Power
361,499
Beneficially Owned 8 Shared Voting Power
------------
by Each Reporting 9 Sole Disposition Power
361,499
Person with 10 Shared Disposition Power
-------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
361,499
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|_|
(See Instructions)
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13 Percent of Class Represented by Amount in Row (11)
3.03%
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14 Type of Reporting Person (See Instructions)
IN
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<PAGE>
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CUSIP No. 45663L 30 4 13D Page 3 of 7 Pages
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1 Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Nils P. Peterson
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) |X|
(See Instructions) (b) |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
PF
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2 (e)
|_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power
120,000
Beneficially Owned 8 Shared Voting Power
146,000
by Each Reporting 9 Sole Disposition Power
120,000
Person with 10 Shared Disposition Power
146,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
266,000
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|_|
(See Instructions)
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
2.23%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
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<PAGE>
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On March 22, 1999, Mr. Smith and Mr. Peterson (the "Reporting Persons")
attended the Special Meeting of Shareholders of Infinity, Inc. (the "Company" or
"Infinity"), held in Denver, Colorado, that had been called for the purpose of
considering a proposed reverse stock split (the "Special Meeting").
At the Special Meeting, Mr. Smith proposed to Mr. Stanton Ross, the CEO
of the Company, that the Board of Directors be restructured to provide for a
Board of Directors consisting of three independent, non-employee directors (the
"Outside Directors") and two directors who also serve as employees of the
Company (the "Inside Directors"). Mr. Smith proposed that Mr. Ross and one other
officer of the Company should serve as the Inside Directors and that Mr. Smith,
Mr. Peterson and one other person designated by the Reporting Persons serve as
the Outside Directors. To date, Mr. Ross has not given any definitive response
to this proposal.
At the Special Meeting, Mr. Smith also stated the intention of the
Reporting Persons to propose a new slate of directors of the Company and to
solicit proxies to elect the new slate unless the makeup of the existing Board
of Directors is restructured. At this time, the Reporting Persons intend to
engage in such activities for the purpose of electing a new Board of Directors
of the Company because they believe that it is in the best interest of the
Shareholders of the Company and will enhance shareholder value.
Except as set forth above, the Reporting Persons have no oral or
written agreements, understandings or arrangements for the purpose of acquiring,
holding, voting or disposing of any securities of the Company or otherwise with
respect to the Company.
Subject to availability at prices deemed favorable, the Reporting
Persons may acquire additional shares of common stock of the Company from time
to time in the open market, in privately negotiated transactions or otherwise.
The Reporting Persons also may dispose of shares of common stock of the Company
from time to time in the open market, in privately negotiated transactions or
otherwise.
Although the foregoing represents the range of activities presently
contemplated by the Reporting Persons with respect to the Company and its common
stock, it should be noted that possible activities of the Reporting Persons are
subject to change at any time. Except as set forth above, the Reporting Persons
have no present plans or intentions that relate to or that would result in any
of the transactions described in clauses (a) through (j) of Item 4 of Schedule
13D.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, correct and complete.
Dated: April 5, 1999 /s/ David J. Smith
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David J. Smith
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, correct and complete.
Dated: April 5, 1999 /s/ Nils P. Peterson
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Nils P. Peterson
