SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Infinity, Inc.
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
45663L 30 4
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(CUSIP Number)
Daniel B. Nunn, Jr.
Martin, Ade, Birchfield & Mickler, P.A.
One Independent Drive, Suite 3000
Jacksonville, Florida 32202
(904) 354-2050
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 27, 1999
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(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).
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CUSIP No. 45663L 30 4 13D Page 2 of 5 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 (See Instructions)
(a) |X|
(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 o
(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>
CUSIP No. 45663L 30 4 13D Page 3 of 5 Pages
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Nils P. Peterson
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2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) |X|
(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
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
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
266,000
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
(See Instructions)
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13 Percent of Class Represented by Amount in Row (11)
2.23%
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14 Type of Reporting Person (See Instructions)
IN
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<PAGE>
This is Amendment No. 2 to a Statement on Schedule 13D with respect to
the common stock, par value $.0001 per share, of Infinity, Inc., a Colorado
corporation ("Infinity" or the "Company") filed by a group comprised of David J.
Smith and Nils P. Peterson (the "Reporting Persons").
Item 2. Identity and Background.
As reported in Item 4 below, the Reporting Persons have terminated the
group that they previously formed for the purpose of participating in a proxy
contest for the election of a slate of nominees to the Board of Directors of the
Company.
Item 4. Purpose of Transaction.
On or about March 18, 1999, the Reporting Persons filed a Statement on
Schedule 13D to report that they had formed a committee to participate in an
anticipated proxy contest for the election of a slate of nominees to the Board
of Directors of the Company at the next annual or special meeting of
shareholders of the Company that is called for the purpose of electing
directors.
On or about April 5, 1999, the Reporting Persons filed Amendment No. 1
to the Statement on Schedule 13D to report certain events that transpired at the
Special Meeting of Shareholders of the Company held on March 22, 1999 (the
"Special Meeting").
Since the date of the Special Meeting, (i) the Reporting Persons have
filed preliminary proxy materials with the United States Securities and Exchange
Commission ("SEC"), and (ii) the Company has filed a Complaint against David J.
Smith alleging breach of fiduciary duty and breach of the duty of loyalty in the
District Court, City and County of Denver, State of Colorado (the "Colorado
Litigation"). In addition, on May 21, 1999, Infinity issued a press release
announcing, among other things, that Infinity had nominated and appointed two
persons who are not employed by Infinity to begin serving on its Board of
Directors effective June 1, 1999.
On May 27, 1999, the Company and the Reporting Persons agreed to
resolve all of the issues between them in accordance with a written settlement
agreement, the material terms of which are as follows:
(i) The Reporting Persons agreed not to (A) consent to being nominated
as a candidate for Infinity's Board of Directors, (B) serve as directors of
Infinity if elected, (C) solicit proxies from Infinity's shareholders, or (D)
assist or support others in soliciting proxies from Infinity's shareholders;
(ii) The Reporting Persons agreed to file documents with the SEC
describing the terms of the agreement that had been reached by the parties;
(iii) Mr. Smith agreed to post a message on the Yahoo! Finance Infinity
Message Board under the public profile "Thoranly" stating, in substance, that
the Reporting Persons are discontinuing their efforts to engage in a proxy
contest with current management because Infinity's goal of adding credible
outside directors to its Board of Directors has been achieved;
(iv) Infinity agreed to dismiss the Colorado Litigation with prejudice;
<PAGE>
(v) Infinity and certain affiliates agreed to release all of their
claims against the Reporting Persons, and the Reporting Persons agreed to
release all of their claims against Infinity and certain of its affiliates; and
(vi) each side agreed to bear their own attorney's fees.
Accordingly, the Reporting Persons have terminated the group that they
previously formed for the purpose of participating in a proxy contest for the
election of a slate of nominees to the Board of Directors of the Company. Except
for the written settlement agreement reached with the Company, the material
terms of which are described 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. Therefore, Mr. Smith expressly disclaims beneficial
ownership of any Common Stock owned by Mr. Peterson, and Mr. Peterson expressly
disclaims beneficial ownership of any Common Stock owned by Mr. Smith. Each of
Mr. Smith and Mr. Peterson beneficially own less than five percent (5%) of the
Common Stock.
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: May 27, 1999. /s/David J. Smith
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: May 27, 1999. /s/ Nils P. Peterson
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