SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
DAWN TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
239222
(CUSIP Number)
Michael I. Stolzar, Esq.
Zissu Gumbinger Stolzar & Wasserman
950 Third Avenue
New York, New York 10022
(212) 371-3900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 12, 1997
(Date of Event which Requires Filing 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>
SCHEDULE 13D
CUSIP NO. 239222
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Sklar
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [ ]
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
United States
7. SOLE VOTING POWER
800,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
582,000
10. SHARED DISPOSITIVE POWER
218,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8%
14. TYPE OF REPORT PERSON*
IN
<PAGE>
Item 1. Security and Issuer.
The title of the class of equity securities to which this
statement relates is Common Stock, par value $.001 per share. The
name and address of the issuer of such securities is Dawn
Technologies, Inc., a Delaware corporation, 433 So. Main Street,
Suite 321, West Hartford, Connecticut 06110. (The foregoing class
of equity securities is referred to hereinafter as "Common Stock".
Dawn Technologies, Inc. is referred to hereinafter as "Dawn".)
Item 2. Identity and Background.
(a) Name: David Sklar
(b) Business Address: 930 South Cypress Street,
LaHabra, California 90631
(c) Present principal occupation: Private investor and
businessman.
(d) Mr. Sklar has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.
(e) Mr. Sklar has not, during the last five years, been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that
resulted in 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) Mr. Sklar is a United States citizen.
Item 3. Source and Application of Funds or Other Consideration.
Mr. Sklar purchased 218,000 of the shares of Common Stock
to which this statement relates pursuant to Dawn's Stock Bonus Plan
in 1996 for nominal consideration derived from his personal liquid
assets. This statement is also being filed because an option to
purchase 582,000 additional shares of Common Stock granted to Mr.
Sklar pursuant to Dawn's 1990 Stock Option Plan become exercisable
on August 11, 1997. Mr. Sklar was not required to pay any
consideration for the granting of the foregoing stock option and
has not determined what the source of funds will be for payment of
the option exercise price of any of such option shares should he
choose to exercise same.<PAGE>
Item 4. Purpose of Transaction.
The shares of stock to which this Schedule 13D relates
were acquired for investment purposes and to enhance Mr. Sklar's
potential ownership of Dawn. This Schedule 13D is not being filed
because there has been any change in Mr. Sklar's intentions with
respect to Dawn or because he has engaged in or is about to engage
in a previously unreported transaction involving Common Stock other
than the aforementioned transactions.
Mr. Sklar is President and CEO of Dawn. Mr. Sklar
intends to continue to exercise the degree of control and influence
over the business and affairs of Dawn which a person holding his
position and ownership potential exercises.
Mr. Sklar does not have any plans to effect:
(a) The acquisition by any person of additional
securities of Dawn, or the disposition of securities of Dawn;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Dawn or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of
Dawn or any of its subsidiaries;
(d) Any change in the present Board of Directors or
management of Dawn, including any plans or proposals to change the
number or terms of directors or to fill any existing vacancies on
the Board;
(e) Any material change in the present capitalization or
dividend policy of Dawn;
(f) Any other material change in Dawn's business or
corporate structure;
(g) Changes in Dawn's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition or control of Dawn by any person;
(h) Causing a class of securities of Dawn to be delisted
from a national securities exchange or to cease to be authorized to
be quoted on an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of Dawn becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Mr. Sklar intends to re-evaluate continuously his position
with respect to Dawn and may, based on such re-evaluation,
determine at a future date to change his current position with
respect to any action enumerated above. Mr. Sklar will give any
matter presented to Dawn or to Mr. Sklar, in his capacity as the
CEO and a principal stockholder of Dawn, the consideration which a
person holding those positions ordinarily gives to a proposal of
the kind presented.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on August 11, 1997, Mr.
Sklar beneficially owned 800,000 shares of Common Stock or 8.0% of
the shares of Common Stock issued and outstanding. The foregoing
number of shares of Common Stock includes exercisable options to
purchase 582,000 shares which are exercisable, all 582,000 of which
have been treated for these purposes as if they were issued and
outstanding.
(b) Of the shares of Common Stock referred to above, Mr.
Sklar has the full power to vote or to direct the vote of 800,000
shares of Common Stock, shares power to vote or to direct the vote
of 0 shares of Common Stock, has the full power to dispose or to
direct the disposition of 582,000 shares of Common Stock, and
shares power to dispose or to direct the disposition of 218,000
shares of Common Stock. The foregoing 218,000 shares are shares of
Common Stock allocated to Mr. Sklar pursuant to Dawn's Stock Bonus
Plan and the power to dispose or direct the disposition of such
shares is shared with Dawn pursuant to the Stock Bonus Plan.
(c) Mr. Sklar has not engaged in any transaction in
Common Stock of Dawn, the class of securities reported on, that was
effected during the past sixty days.
(d) Except to the extent provided for by the Dawn Stock
Bonus plan, no person is known to Mr. Sklar to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock to which
this statement relates.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Not applicable.
<PAGE>
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.
Date: July 23, 1997
s/ DAVID SKLAR
David Sklar
