UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
Cylink Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
232565101
(CUSIP Number)
Kathleen S. Tillotson, Esq., Kopp Investment Advisors, 7701 France Ave.
So., Suite 500
Edina, MN 55435 (952) 841-0400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
11/20/00
(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 [ ]. (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.))
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
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).
SCHEDULE 13D
CUSIP No. 232565101 Page 1 of 4
l) Name of Reporting Person
S.S. or I.R.S. Identification No. of Person
Kopp Investment Advisors, Inc.
I.D. No. 41-1663810
2) Check the appropriate box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
OO: Client Funds; WC
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Minnesota
Number of shares 7) Sole Voting Power: 3,800,000
Beneficially Owned
by Each Reporting
Person With: 8) Shared Voting Power: 0
9) Sole Dispositive Power: 3,070,000
10) Shared Dispositive Power:
4,605,745
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
7,675,745
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13) Percent of Class Represented by Amount in Row (11)
23.6%
14) Type of Reporting Person IA
SCHEDULE 13D
CUSIP No 232565101 Page 2 of 4
l) Name of Reporting Person
S.S. or I.R.S. Identification No. of Person
Kopp Holding Company
I.D. No. 41-1875362
2) Check the appropriate box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
Not applicable - indirect beneficial ownership
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Minnesota
Number of shares 7) Sole Voting Power: 0
Beneficially Owned
by Each Reporting
Person With: 8) Shared Voting Power: 0
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
7,675,745
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13) Percent of Class Represented by Amount in Row (11)
23.6%
14) Type of Reporting Person HC
SCHEDULE 13D
CUSIP No. 232565101 Page 3 of 4
l) Name of Reporting Person
S.S. or I.R.S. Identification No. of Person
Kopp Emerging Growth Fund
I.D. No. 39-1906915
2) Check the appropriate box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
WC
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Minnesota
Number of shares 7) Sole Voting Power: 0
Beneficially Owned
by Each Reporting
Person With: 8) Shared Voting Power: 0
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
2,750,000
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13) Percent of Class Represented by Amount in Row (11)
8.4%
14) Type of Reporting Person IV
SCHEDULE 13D
CUSIP No. 232565101 Page 4 of 4
l) Name of Reporting Person
S.S. or I.R.S. Identification No. of Person
LeRoy C. Kopp
2) Check the appropriate box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
PF, OO
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
Number of shares 7) Sole Voting Power: 1,298,000
Beneficially Owned
by Each Reporting
Person With: 8) Shared Voting Power: 0
9) Sole Dispositive Power: 1,298,000
10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
8,973,745
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13) Percent of Class Represented by Amount in Row (11)
27.5%
14) Type of Reporting Person IN
Item 1. Security and Issuer
This statement relates to the common stock, par value $.01 per share
("Common Stock"), of Cylink Corporation, a California corporation
("Company"), whose principal executive offices are located at 3151 Jay
Street, Santa Clara, CA 95054. The approximate aggregate percentage of
shares of Common Stock reported beneficially owned by each person herein
is based on 32,585,490 shares outstanding, which is the total number of
shares of Common Stock outstanding as of November 10, 2000, as reflected
in the Company's Form 10-Q filed with the Securities and Exchange
Comission ("Commission") on November 14, 2000. Unless otherwise
indicated, the holdings reported herein are as of the close of business on
November 20, 2000.
Item 2. Identity and Background
(a) This statement is filed by Kopp Investment Advisors, Inc.
("KIA"), with respect to shares of Common Stock beneficially owned
directly by it and held in discretionary accounts managed by KIA;
Kopp Holding Company ("KHC"), solely as the parent corporation of
KIA and indirect beneficial owner of the shares beneficially owned by
KIA; Kopp Emerging Growth Fund ("KEGF") with respect to shares
owned directly by KEGF; and LeRoy C. Kopp individually with
respect to shares of Common Stock beneficially owned directly by
him and indirectly by him by virtue of his ownership of all of the
stock of KHC. The foregoing persons are hereinafter sometimes
referred to as "Reporting Persons." Certain information concerning
the directors and executive officers of the corporate Reporting Persons
is set forth on Schedule A attached hereto and incorporated herein by
reference. Any disclosures with respect to persons other than the
Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
(b) The business address of each of the Reporting Persons and
directors and executive officers is 7701 France Avenue South, Suite
500, Edina, MN 55435.
( c) The principal business of KIA is that of an investment advisor
managing discretionary accounts owned by numerous third-party
clients, including KEGF, a registered investment company
incorporated under Minnesota law. KHC is a holding company
engaged, through subsidiaries, in the investment industry. The
principal occupation of Mr. Kopp is serving as the president of KHC
and KIA.
(d) None of the persons referred to in paragraph (a) above has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations and/or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to 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. KIA and KHC are Minnesota corporations.
KEGF is a series of Kopp Funds Inc., a Minnesota corporation. Mr.
Kopp and all other directors and executive officers of the Reporting
Persons are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The net investment cost (including commissions, if any) of the shares
of Common Stock directly or indirectly beneficially owned by Mr.
Kopp, which includes shares beneficially owned by the other
Reporting Persons, at November 20, 2000, was approximately
$97,789,104.00 The shares beneficially owned by KIA were
purchased with the investment capital of KIA or the investment
capital of the owners of the discretionary accounts. The shares
beneficially owned by KEGF were purchased with the working capital
of the mutual fund. The shares beneficially owned directly by Mr.
Kopp were purchased with his investment capital or the funds of an
employee benefit plan or 501(c)(3) corporation. See Item 5 below.
Item 4. Purpose of Transaction
The Reporting Persons acquired the shares of Common Stock for
investment purposes, and the Reporting Persons intend to evaluate the
performance of such securities as an investment in the ordinary course
of business. The vast majority of the shares covered hereby are
separately owned by hundreds of discrete, independent persons,
including a single registered investment company. These persons do
not act in concert in any way. The Reporting Persons pursue an
investment objective of long term capital appreciation. In pursuing
this investment objective, the Reporting Persons analyze the
management, operations and markets of companies in which they
invest, including the Company, on a continual basis through analysis
of research and discussions with industry and market observers and
with representatives of such companies.
Each Reporting Person that owns shares of Common Stock assesses
the Company's business, financial condition, and results of operations
as well as economic conditions and securities markets in general and
those for the Company's shares in particular. Depending on such
assessments, one or more of such Reporting Persons may acquire
additional shares or may sell or otherwise dispose of all or some of the
shares of Common Stock. Such actions will depend on a variety of
factors, including current and anticipated trading prices for the
Common Stock, alternative investment opportunities, and general
economic, financial market, and industry conditions.
The Reporting Persons understand that prior purchases of shares of
Common Stock, if any, by persons named in Schedule A to this
statement were made for the purpose of each such person's personal
investment. Except as described in this Item 4, none of the Reporting
Persons nor any other person named in Schedule A has any plans or
proposals that relate to, or would result in, any matter required to be
disclosed in response to paragraphs (a) through (j), inclusive, of Item
4 of Schedule 13D. The shares of Common Stock were not acquired
for the purpose, nor with the effect, of changing or influencing the
control of the Company. Neither any of the Reporting Persons nor, to
the knowledge of the Reporting Persons, any client or shareholder
thereof is a member of a "group" for any purpose, legally, factually, or
otherwise.
Item 5. Interest in Securities of the Issuer
(a) Through its own investment accounts, KIA is the direct owner of
320,000 shares, or approximately 1%, of the Common Stock. By
virtue of separate limited powers of attorney and/or investment
advisory agreements, KIA is the beneficial owner of 7,355,745 shares,
or 22.6%, of the Common Stock. KIA has sole voting power over its
investment accounts and, by special agreement, over a small
percentage of the shares managed for clients. Under its standard
investment agreement, KIA does not vote its clients' shares. KIA
manages and votes shares owned by KEGF. By virtue of the
relationships described in Item 2 of this statement, KHC and Mr.
Kopp have indirect beneficial ownership of the shares beneficially
owned by KIA.
Mr. Kopp's beneficial ownership may comprise Common Stock held
in the Kopp Family Foundation ("KFF"), for which he serves as a
director; held in the LeRoy C. Kopp Individual Retirement Account
("IRA"); held directly by him or in his wife's IRA. The KFF is the
direct owner of 340,000 shares, or over 1% of the Common Stock.
The IRAs own 618,000 shares, or approximately 2%, of the Common
Stock. Mr. Kopp owns directly 340,000 shares, or approximately 1%,
of the Common Stock. In the aggregate, including the shares
beneficially owned by KIA, under Section 13 of the Securities Act of
1934, Mr. Kopp may be deemed beneficially to own a total of
8,973,745 shares, or 27.5%, of the Common Stock.
(b) KIA has sole power to vote 3,800,000 shares of the Common
Stock. Pursuant to the limited powers of attorney granted to KIA by
its clients, which generally are terminable immediately upon notice,
KIA in effect shares with the majority of its thousands of clients the
power to dispose of the Common Stock owned individually by them.
KIA has sole power to dispose of 3,070,000 shares. In effect Mr.
Kopp has sole power to dispose of and to vote the Common Stock
beneficially owned directly by him.
(c) The identity of the Reporting Person, type of transaction, date,
number of shares, and price per share (excluding commission) for all
transactions in the Common Stock by the Reporting Persons within
the past 60 days are set forth on Schedule B attached hereto and
incorporated by reference herein. Substantially all trades by the
Reporting Persons are done in the over-the-counter market.
(d)With the exception of the thousands of clients of KIA and the
employees of KHC, no person other than each respective record
owner of shares of Common Stock is known to have the right to
receive or the power to direct the receipt of dividends from or the
proceeds of the sale of such shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except as otherwise expressly disclosed herein, there are no contracts,
arrangements, understandings, or relationships (legal or otherwise)
among the persons named in Item 2 hereof or between such persons
and any other person with respect to the Common Stock. The filing
of this Schedule shall NOT be construed as an admission that a
Reporting Person is a beneficial owner of any shares of Common
Stock for any purpose, including for purposes of Sections 13, 14 or 16
of the Securities Exchange Act of 1934, as amended from time to
time.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 - A written agreement relating to the filing of this statement
pursuant to Rule 13d-1(f).
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.
Dated: 11/28/00
KOPP INVESTMENT ADVISORS, INC.
BY_________________________________
TITLE: Chief Financial Officer
KOPP HOLDING COMPANY
BY:________________________________
TITLE: Chief Financial Officer
KOPP FUNDS, INC.
BY: ______________________________
TITLE: President
LEROY C. KOPP
___________________________________
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing
with all other Reporting Persons (as such term is defined in the
Schedule 13D) on behalf of each of them of a statement on Schedule
13D (including amendments thereto) with respect to the Common
Stock (as defined) and to the attachment of this agreement to the
Schedule 13D as Exhibit 1 thereto. IN WITNESS WHEREOF, the
undersigned hereby execute this Agreement this 28th day of
November 2000 .
KOPP INVESTMENT ADVISORS, INC.
BY:_______________________________
TITLE: President
KOPP HOLDING COMPANY
BY:______________________________
TITLE: President
KOPP FUNDS, INC.
BY: ________________________________
TITLE: President
LEROY C. KOPP
__________________________________
Schedule A
List of Directors, Executive Officers, and Control Persons
LeRoy C. Kopp, individually, and as sole director and president of Kopp
Investment Advisors, Inc. and Kopp Holding Company
John P. Flakne as chief financial officer of KIA, KEGF, and KHC
Kathleen S. Tillotson as Executive Vice President of KEGF
Kopp Investment Advisors - Schedule B
Daily Trade Report
" September 22, 2000 thru November 20, 2000 "
Trade Reporting
Date Person Activity Quantity Symbol Price
11-20-00 KIA BUY 10000 cylk 4.25
11-20-00 KIA SELL 1000 cylk 4.25
11-20-00 KIA SELL 500 cylk 4.10
11-17-00 KIA SELL 9500 cylk 4.25
11-17-00 KIA BUY 10000 cylk 4.29
11-17-00 KIA BUY 10000 cylk 4.29
11-17-00 KIA BUY 5000 cylk 4.29
11-16-00 KIA SELL 1200 cylk 4.44
11-15-00 KIA SELL 500 cylk 5.50
11-14-00 KIA SELL 4000 cylk 4.56
11-13-00 KIA BUY 5000 cylk 4.63
11-09-00 KIA BUY 10000 cylk 5.00
11-08-00 KIA SELL 1000 cylk 4.78
11-08-00 KIA BUY 5000 cylk 4.98
11-08-00 KIA BUY 10000 cylk 4.98
11-08-00 KIA BUY 1000 cylk 4.94
11-07-00 KIA BUY 1000 cylk 5.75
11-07-00 KIA BUY 10000 cylk 5.81
11-07-00 KIA BUY 2000 cylk 5.63
11-06-00 KIA BUY 1000 cylk 5.69
11-06-00 KIA BUY 1500 cylk 5.69
11-06-00 KIA BUY 1200 cylk 5.56
11-06-00 KIA BUY 5000 cylk 6.06
11-03-00 KIA BUY 2000 cylk 4.75
11-03-00 KIA BUY 100 cylk 4.56
11-03-00 KIA BUY 100 cylk 4.69
11-03-00 KIA BUY 1400 cylk 4.50
11-03-00 KIA BUY 300 cylk 4.63
11-03-00 KIA BUY 3100 cylk 4.75
11-02-00 KIA BUY 200 cylk 4.19
11-02-00 KIA BUY 1600 cylk 4.25
11-02-00 KIA BUY 500 cylk 4.31
11-02-00 KIA BUY 200 cylk 4.38
11-02-00 KIA BUY 200 cylk 4.38
11-02-00 KIA BUY 2300 cylk 4.50
11-02-00 KIA SELL 1500 cylk 4.12
11-02-00 KIA SELL 700 cylk 4.24
11-02-00 KIA SELL 800 cylk 4.13
10-31-00 KIA SELL 2500 cylk 3.94
10-30-00 KIA BUY 1500 cylk 4.13
10-30-00 KIA BUY 800 cylk 4.00
10-30-00 KIA BUY 2200 cylk 4.56
10-27-00 KIA BUY 20000 cylk 3.88
10-27-00 KIA SELL 1200 cylk 3.56
10-27-00 KIA SELL 10000 cylk 3.52
10-27-00 KIA SELL 3000 cylk 3.52
10-26-00 KIA BUY 2000 cylk 3.81
10-26-00 KIA BUY 20000 cylk 3.94
10-26-00 KIA BUY 1000 cylk 3.81
10-26-00 KIA BUY 1000 cylk 3.81
10-25-00 KIA SELL 300 cylk 3.81
10-25-00 KIA SELL 500 cylk 3.84
10-25-00 KIA BUY 2500 cylk 3.88
10-25-00 KIA BUY 600 cylk 3.78
10-25-00 KIA BUY 2900 cylk 3.88
10-25-00 KIA BUY 20000 cylk 3.91
10-24-00 KIA SELL 6400 cylk 3.84
10-24-00 KIA SELL 1000 cylk 3.88
10-24-00 KIA BUY 300 cylk 3.91
10-24-00 KIA BUY 100 cylk 3.91
10-24-00 KIA BUY 200 cylk 3.94
10-23-00 KIA SELL 2000 cylk 4.23
10-23-00 KIA SELL 2000 cylk 4.38
10-23-00 KIA SELL 3600 cylk 4.31
10-20-00 CTRL BUY 10000 cylk 4.06
10-19-00 CTRL BUY 20000 cylk 6.63
10-16-00 KIA BUY 1100 cylk 7.06
10-16-00 KIA BUY 1900 cylk 7.25
10-16-00 KIA BUY 100 cylk 7.19
10-16-00 KIA BUY 400 cylk 7.17
10-16-00 CTRL BUY 500 cylk 7.17
10-16-00 CTRL BUY 600 cylk 7.19
10-16-00 CTRL BUY 2100 cylk 7.25
10-16-00 KIA BUY 100 cylk 7.06
10-16-00 KIA BUY 900 cylk 7.19
10-16-00 KIA BUY 500 cylk 7.13
10-13-00 KIA SELL 500 cylk 7.75
10-13-00 KIA SELL 2500 cylk 7.63
10-13-00 KIA BUY 100 cylk 7.63
10-13-00 KIA BUY 300 cylk 7.81
10-13-00 KIA BUY 1100 cylk 7.88
10-12-00 KIA BUY 1000 cylk 7.75
10-12-00 KIA BUY 3500 cylk 8.00
10-12-00 KIA BUY 5500 cylk 8.13
10-12-00 KIA BUY 9000 cylk 8.00
10-12-00 KIA BUY 15000 cylk 8.00
10-12-00 KIA SELL 3000 cylk 7.94
10-12-00 KIA BUY 2000 cylk 8.00
10-11-00 KIA BUY 3000 cylk 7.50
10-09-00 KIA BUY 2500 cylk 7.63
10-06-00 KIA SELL 2250 cylk 9.03
10-05-00 KIA BUY 1000 cylk 10.25
10-05-00 KIA BUY 1600 cylk 10.13
10-05-00 KIA BUY 600 cylk 10.13
10-05-00 KIA BUY 500 cylk 10.13
10-05-00 KIA BUY 500 cylk 10.13
10-05-00 KIA BUY 400 cylk 10.13
10-05-00 KIA BUY 400 cylk 10.13
10-05-00 KIA BUY 600 cylk 10.13
10-05-00 KIA BUY 500 cylk 10.13
10-05-00 KIA BUY 400 cylk 10.13
10-05-00 KIA BUY 1600 cylk 10.13
10-05-00 KIA BUY 500 cylk 10.13
10-05-00 KIA BUY 400 cylk 10.13
10-05-00 KIA BUY 2000 cylk 10.13
10-04-00 KIA BUY 3000 cylk 9.72
10-04-00 KIA BUY 100 cylk 9.97
10-04-00 KIA BUY 700 cylk 9.94
10-04-00 KIA BUY 4200 cylk 10.00
10-03-00 KIA BUY 2500 cylk 10.86
10-02-00 KIA BUY 200 cylk 11.13
10-02-00 KIA BUY 400 cylk 11.19
10-02-00 KIA BUY 600 cylk 11.25
10-02-00 KIA BUY 100 cylk 11.38
10-02-00 KIA BUY 700 cylk 11.44
10-02-00 KIA BUY 2500 cylk 11.38
09-29-00 KIA BUY 1000 cylk 10.63
09-29-00 KIA BUY 1000 cylk 10.75
09-28-00 KIA BUY 8000 cylk 11.05
09-28-00 KIA BUY 2000 cylk 10.81
09-28-00 KIA BUY 1000 cylk 10.94
09-28-00 KIA BUY 1000 cylk 11.00
09-28-00 KIA BUY 4500 cylk 11.05
09-28-00 KIA BUY 4500 cylk 11.05
09-28-00 KIA BUY 500 cylk 10.94
09-28-00 KIA BUY 500 cylk 10.94
09-28-00 KIA BUY 500 cylk 10.94
09-28-00 KIA BUY 500 cylk 10.94
09-28-00 KIA BUY 500 cylk 10.94
09-28-00 KIA BUY 500 cylk 10.94
09-28-00 KIA BUY 500 cylk 10.94
09-28-00 KIA BUY 500 cylk 10.94
09-28-00 KIA BUY 500 cylk 10.94
09-28-00 KIA BUY 500 cylk 10.94
09-28-00 KIA BUY 600 cylk 10.81
09-28-00 KIA BUY 200 cylk 10.88
09-28-00 KIA BUY 200 cylk 10.94
09-28-00 KIA BUY 500 cylk 11.06
09-28-00 KIA BUY 1500 cylk 11.19
09-28-00 KIA BUY 1500 cylk 11.05
09-27-00 KIA BUY 300 cylk 11.38
09-27-00 KIA BUY 500 cylk 11.13
09-27-00 KIA BUY 8000 cylk 11.14
09-27-00 KIA BUY 1000 cylk 11.38
09-27-00 KIA BUY 1000 cylk 11.38
09-27-00 KIA BUY 2000 cylk 11.38
09-27-00 KIA BUY 800 cylk 11.19
09-27-00 KIA BUY 1700 cylk 11.25
09-26-00 KIA BUY 20000 cylk 11.28
09-26-00 KIA BUY 20000 cylk 11.31
09-26-00 KIA BUY 2000 cylk 11.13
09-26-00 KIA BUY 500 cylk 11.00
09-26-00 KIA BUY 500 cylk 11.01
09-26-00 KIA BUY 4500 cylk 11.00
09-25-00 KIA BUY 10000 cylk 11.34
09-22-00 KIA BUY 1000 cylk 11.13
09-22-00 KIA BUY 100 cylk 11.25
09-22-00 KIA BUY 100 cylk 11.38
09-22-00 KIA BUY 1800 cylk 11.50