UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___ )
Ramtron International Corporation
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
- -----------------------------------------------------------------------------
(Title of Class of Securities)
751907304
---------------------------------------------
(CUSIP Number)
December 13, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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
would alter the disclosures provided in a prior cover page.
The information required in 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>
CUSIP NO. 751907304 Page 2 of 10
1 NAME OF REPORTING PERSON
Castle Creek Technology Partners LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 1,060,707
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,060,707
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,707
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.93%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP NO. 751907304 Page 3 of 10
1 NAME OF REPORTING PERSON
Castle Creek Partners, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Illinois
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 1,060,707
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,060,707
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,707
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.93%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP NO. 751907304 Page 4 of 10
1 NAME OF REPORTING PERSON
John D. Ziegelman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 1,060,707
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,060,707
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,707
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.93%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
CUSIP NO. 751907304 Page 5 of 10
1 NAME OF REPORTING PERSON
Daniel Asher
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 1,060,707
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,060,707
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,707
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.93%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
Page 6 of 10
ITEM 1 (A) NAME OF ISSUER:
Ramtron International Corporation (the "Issuer").
ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1850 Ramtron Drive, Colorado Springs, CO 80921
ITEM 2 (A) NAME OF PERSON FILING:
The names of the persons filing this statement (the "Reporting Persons")
are Castle Creek Technology Partners LLC ("CC Technology"), Castle Creek
Partners, L.L.C. ("Advisors"), John D. Ziegelman ("Ziegelman") and Daniel
Asher ("Asher").
ITEM 2 (B) ADDRESS OF PRINCIPAL OFFICE:
The address of the principal office of each of the Reporting Persons is
77 West Wacker Drive, Suite 4040, Chicago, IL 60601.
ITEM 2 (C) CITIZENSHIP:
Advisors is an Illinois limited liability company. CC Technology is a
Delaware limited liability company. Mr. Ziegelman and Mr. Asher are citizens
of the United States of America.
ITEM 2 (D) TITLE OF CLASS OF SECURITIES:
This statement relates to Common Stock, $0.01 par value of the Issuer
("Common Stock").
ITEM 2 (E) CUSIP NUMBER: 751907304
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or Rule
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment advisor in accordance with Section 240.13d
- -1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
<PAGE>
Page 7 of 10
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. OWNERSHIP:
(a)-(b) CC Technology beneficially owns 1,060,707 shares of
Common Stock (the "Shares") which constitutes approximately 6.93%
of the Common Stock outstanding as of December 13, 1999. Each of
Advisors, through its relationship as investment manager of CC
Technology and Ziegelman and Asher, through their relationships
with CC Technology and Advisors, may be deemed to beneficially
own all of such 1,060,707 Shares, constituting approximately
6.93% of the Common Stock outstanding.
(c) Acting through Advisors, its investment manager, CC
Technology has shared power to vote or to direct the vote and to
dispose or direct the disposition of all of the 1,060,707 Shares.
Advisors, as the investment manager of CC Technology and Mr.
Ziegelman and Mr. Asher as the managing members of Advisors, each
may be deemed to share the power to vote or direct the vote and
to dispose or direct the disposition of all of such Shares.
The Reporting Persons expressly declare that the filing of
this statement on Schedule 13G shall not be construed as an
admission that they are, for the purposes of Section 13(d) or
13(g) of the Securities and Exchange Act of 1934, the beneficial
owners of any securities covered by this statement.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
This item is not applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
No other persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Shares held by the Reporting Persons.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
This item is not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
This item is not applicable.
<PAGE>
Page 8 of 10
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
This item is not applicable.
ITEM 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
<PAGE>
Page 9 of 10
SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Date: December 15, 1999
CASTLE CREEK TECHNOLOGY PARTNERS LLC CASTLE CREEK PARTNERS, L.L.C.
By: CASTLE CREEK PARTNERS, L.L.C.
By: /s/ John D. Ziegelman
---------------------
John D. Ziegelman
By: /s/ John D. Ziegelman
---------------------
John D. Ziegelman
/s/ Daniel Asher
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Daniel Asher
/s/ John D. Ziegelman
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John D. Ziegelman
<PAGE>
Page 10 of 10
EXHIBIT A
Agreement Relating to the Filing
of Joint Statements on Schedule 13G
Pursuant to Rule 13d-1(k)
It is agreed among the undersigned that the Schedule 13G
Statement to which this document is attached as Exhibit A is
filed on behalf of each of the undersigned as provided in Rule
13d-1(k) of the General Rules and Regulations of the Securities
and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended.
Dated: December 15, 1999
CASTLE CREEK TECHNOLOGY PARTNERS LLC CASTLE CREEK PARTNERS, L.L.C.
By: CASTLE CREEK PARTNERS, L.L.C.
By: /s/ John D. Ziegelman
---------------------
John D. Ziegelman
By: /s/ John D. Ziegelman
---------------------
John D. Ziegelman
/s/ Daniel Asher
-------------------------
Daniel Asher
/s/ John D. Ziegelman
- ---------------------
John D. Ziegelman
