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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. -0-)
Scriptel Holding, Inc.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
811075 10 0
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(CUSIP Number)
Julie E. Jacobs, President, Sonata Investment Company, Ltd.
Suite 321, Columbus, Ohio 43229 (614) 885-1901
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 13, 1996
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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 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 the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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SCHEDULE 13D
CUSIP No.: 811075 10 0
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sonata Investment Company, Ltd., an Ohio limited liability company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
The reporting person disclaims membership in any group. (b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
7 SOLE VOTING POWER
2,900,000
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
2,900,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,900,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
14 TYPE OF REPORTING PERSON
00 (limited liability company)
</TABLE>
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ITEMS 1 THROUGH 7 OF SCHEDULE 13D
FOR
SONATA INVESTMENT COMPANY, LTD.
Item 1. Security and Issuer
This Schedule 13D relates to shares of Common Stock, $.10 par value (the
"Shares"), of Scriptel Holding, Inc., a Delaware corporation (the "Issuer").
The address of the Issuer's principal executive offices is 4145 Arlington
Plaza, Columbus, Ohio 43228-4115.
Item 2. Identity and Background
The entity filing this Schedule 13D is Sonata Investment Company, Ltd., an
Ohio limited liability company ("Sonata"). Sonata's business is to invest in
or loan funds to businesses as may be selected by the members of Sonata.
Sonata's principal business and principal offices are located at 6480 Busch
Boulevard, Suite 321, Columbus, Ohio 43229. During the past five years, Sonata
has not been convicted in any criminal proceedings. During the past five
years, Sonata has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction regarding any alleged violations
of any federal or state securities laws.
The owners, or members, of Sonata, are Julie E. Jacobs, Ian B. Jacobs, and
Gregory S. Jacobs (collectively, the "Members"). The following sets forth
certain information regarding the Members:
(a) Names and residence addresses:
Julie E. Jacobs
681 Williamsport Court
Nashville, TN 37221
Ian B. Jacobs
401 2nd Avenue
Apartment 19G
New York, NY 10010
Gregory S. Jacobs
5308 S. Blackston Street, #3
Chicago, IL 60615
(b) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
Julie E. Jacobs is a graduate student at Vanderbilt University in
Nashville, Tennessee, studying for her doctorate degree in clinical
psychology.
Ian B. Jacobs is a sole proprietor in the computer consulting business in
New York City. He is also an author and translator. Mr. Jacobs' business
address is 401 2nd Avenue, Apartment 19G, New York, New York 10010.
Gregory S. Jacobs is employed by WGN Radio in Chicago, Illinois, as a radio
talk show producer. WGN Radio is located at 435 N. Michigan Avenue,
Chicago, Illinois 60611.
(c) Criminal Convictions: During the past five years, none of the Members
has been convicted in any criminal proceedings (excluding traffic
violations or similar misdemeanors).
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(d) Securities Laws Civil Proceedings: During the past five years, none of
the Members has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction regarding any alleged
violations of any federal or state securities laws.
(e) Citizenship: Each of the Members is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
This Schedule 13D relates to 2,900,000 Shares which may be acquired by Sonata
upon the exercise of Common Stock Purchase Warrants (the "Warrants"). All of
the Warrants are exercisable at an exercise price of $0.50 per Share, and are
exercisable immediately and until their expiration on December 13, 2002. The
Warrants were acquired by Sonata in consideration of prior loans made by Sonata
to the Issuer and Sonata's forbearance of demanding repayment of such loans.
The source of funds to be used in exercising the Warrants and acquiring the
Shares subject to the Warrants will come from capital contributions made to
Sonata by the Members. The source of funds to be used to provide such capital
contributions will be the personal funds of the Members. It is not anticipated
that any funds will be borrowed by either the Members (to make their respective
capital contributions to Sonata) or Sonata (to exercise the Warrants and
acquire the Shares subject to the Warrants).
Item 4. Purpose of Transaction
The Warrants were acquired by Sonata in consideration of prior loans made by
Sonata to the Issuer and Sonata's forbearance of demanding repayment of such
loans. If Sonata exercises the Warrants and acquires the Shares subject
thereto, the acquisition of such Shares will be for investment purposes.
Neither Sonata nor any of the Members have any present plan, proposal, or
intention to make any material change in the Issuer's business or corporate
structure, including any action enumerated in Item 4 of the General
Instructions to Schedule 13D or any action similar to any of such enumerated
actions.
Item 5. Interest in Securities of the Issuer.
(a) This Schedule 13D relates to 2,900,000 Shares which may be
acquired by Sonata upon the exercise of the Warrants. If all of the
Warrants are exercised, Sonata will beneficially own 8.9% of the
outstanding Shares. None of the Members own, or has the right to acquire,
any other Shares.
(b) Sonata will have the sole voting power with respect to all of
the foregoing Shares, which voting power will be based upon the decision of
the Members then owning a majority interest in Sonata's net income.
(c) On December 13, 1996, Sonata was issued the Warrants to purchase
up to 2,900,000 Shares at an exercise price of $0.50 per Share.
(d) Sonata will have the sole right to receive and the power to
direct the receipt of dividends from, and the proceeds from the sale of,
the foregoing Shares, which right will be exercised in accordance with the
decision of the Members then owning a majority interest in Sonata's net
income.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
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There are no contracts, arrangements, understandings, or relationships
(legal or otherwise) among Sonata or the Members and Sonata or the Members and
any other person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
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
accurate.
December 20, 1996 SONATA INVESTMENT COMPANY, LTD.
By /s/ Julie E. Jacobs
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Julie E. Jacobs, President
