UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Precision Systems, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
740329107
(CUSIP Number)
William D. Savoy Alan Koslow
Vulcan Ventures Incorporated Foster Pepper & Shefelman
110-110th Avenue N.E., Suite 550 1111 Third Avenue, Suite 3400
Bellevue, WA 98004 Seattle, WA 98101
(206) 453-1940 (206) 447-8922
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 12, 1996
(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. |_|
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent. r r *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).
SEC 1745 (2/92)
0270120.02
<PAGE>
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CUSIP NO. 740329107 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Ventures Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington corporation
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0- shares
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----------------------------------------------------
8 SHARED VOTING POWER
2,750,000 shares
----------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0- shares
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,750,000 shares
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,750,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.06%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 740329107 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- - --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0- shares
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----------------------------------------------------
8 SHARED VOTING POWER
2,750,000 shares
----------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0- shares
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,750,000 shares
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,750,000 shares
- - --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.06%
- - --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1 Security and Issuer.
Title of class of equity securities: Common Stock of Precision
Systems, Inc.
Name and address of principal executive offices of the Issuer:
Precision Systems, Inc.
11800 30th Court North
St. Petersburg, FL 33716
Item 2. Identity and Background
(a) Name of Person Filing: Vulcan Ventures Incorporated ("Vulcan
Ventures")
State of Organization: Washington
(b) Principal Business: Investments in various companies
(c) Address of Principal Business: 110-110th Avenue N. E., Suite 550
Bellevue, Washington 98004
Address of Principal Office: 110-110th Avenue N. E., Suite 550
Bellevue, Washington 98004
(d) Conviction in a Criminal Proceeding (excluding traffic violations
or similar misdemeanors) during the Last Five Years: No
(e) Party in a Civil Proceeding during the last five years and as a
result 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: No
The names, business address, present principal occupation and
citizenship of each executive officer, director and controlling person of
Vulcan Ventures is as follows:
Paul G. Allen (See Page 7 of 8)
William D. Savoy, Vulcan Northwest Inc., 110-110th Avenue N.E., Suite
550, Bellevue, WA 98004. Mr. Savoy is Vice President and Director of Vulcan
Ventures and President, Secretary, Director and Chairman of Vulcan
Northwest Inc. Citizenship is U.S.
Bert E. Kolde, The Paul Allen Group, 110-110th Avenue N.E., Suite 530,
Bellevue, Washington 98004. Principal occupation is Vice President of The
Paul Allen Group and Vice President, Secretary, Treasurer and Director of
Vulcan Ventures. Citizenship is U.S.
Jo Allen Patton, Vulcan Northwest Inc., 110-110th Avenue N.E., Suite
550, Bellevue, WA 98004. Ms. Patton is Vice President, Vice Chairman and
Director of Vulcan Ventures and Vice President, Director and Vice Chairman
of Vulcan Northwest Inc. Citizenship is U.S.
To the best knowledge of Vulcan Ventures, during the last five years
none of these people have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or a party to a
civil proceeding 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.
0270120.02 Page 4 of 8
<PAGE>
Item 3: Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
Not applicable. This amendment to Schedule 13D is being filed to
report a greater than one percent decrease in the percentage of shares
beneficially owned solely as a result of an increase in the aggregate
number of shares of common stock of Precision Systems, Inc. outstanding.
Vulcan Ventures acquired the shares of Precision Systems, Inc.
reported herein for investment purposes. At this time, it has no intention
of acquiring additional shares of Precision Systems, Inc. reported herein,
although it reserves the right to make additional purchases from time to
time. Any decision to make such additional purchase will depend, however,
on various factors, including, without limitation, the price of the common
stock, stock market conditions and the business prospects of Precision
Systems, Inc. reported herein. Vulcan Ventures has no present intention or
arrangements or understandings to effect any of the transactions listed in
Item 4(a)-(j) of Schedule 13D.
Except as set forth herein, Vulcan Ventures does not have any plans or
proposals that relate to or would result in any of the matters specified in
Item 4.
Item 5 Interest in Securities of the Issuer.
This amendment to Schedule 13D is being filed to report a greater than
one percent decrease in the percentage of shares beneficially owned solely
as a result of an increase in the aggregate number of shares of common
stock of Precision Systems, Inc. outstanding.
(a) Aggregate Number of Shares of Common Stock of Precision Systems,
Inc. Beneficially Owned by Vulcan Ventures: 2,750,000 shares
Percentage of Common Stock of Precision Systems, Inc. Beneficially
Owned (based on 17,160,220 shares of common stock outstanding as of July
12, 1996) by Vulcan Ventures: 16.06%
To the best knowledge of Vulcan Ventures, its directors, executive
officers and controlling persons beneficially own the following shares of
the Issuer:
Paul G. Allen, Director, President and sole shareholder of Vulcan
Ventures beneficially owns 2,750,000 shares (which are the 2,750,000 shares
owned by Vulcan Ventures).
Bert E. Kolde, Director and Vice President of Vulcan Ventures,
beneficially owns options to purchase 50,000 shares of Common Stock, of
which options to purchase 21,666 shares of Common Stock are exercisable
within 60 days from the date hereof.
(b) Sole Voting Power: -0- shares
Sole Dispositive Power: -0- shares
Shared Voting Power: 2,750,000 shares
Shared Dispositive Power: 2,750,000 shares
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
0270120.02 Page 5 of 8
<PAGE>
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to that certain Stock Purchase Agreement, dated April 5,
1995, by and among Precision Systems, Inc., Vulcan Ventures and RMS Limited
Partnership (which Stock Purchase Agreement was previously filed as an
exhibit to Schedule 13D), Precision Systems, Inc. has agreed to nominate
one designee of Vulcan Ventures for election to the Board of Directors for
so long as Vulcan Ventures owns at least 1,000,000 shares of Common Stock.
Precision Systems, Inc. has also agreed to provide Vulcan Ventures with
certain registration rights with respect to shares of Common Stock held by
Vulcan Ventures and such rights will expire on the seventh anniversary of
the closing of the stock purchase.
Except as described above, neither Vulcan Ventures nor any of the
executive officers, directors or controlling persons of Vulcan Ventures, has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer, finder's fees,
joint ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
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.
VULCAN VENTURES INCORPORATED
January 6, 1997 By: /s/ Paul G. Allen
- - - ---------------- -------------------------------------
(Date) Paul G. Allen, President
0270120.02 Page 6 of 8
<PAGE>
Item 1 Security and Issuer.
Title of class of equity securities: Common Stock of Precision
Systems, Inc.
Name and address of principal executive offices of the Issuer:
Precision Systems, Inc.
11800 30th Court North
St. Petersburg, FL 33716
Item 2. Identity and Background
(a) Name of Person Filing: Paul G. Allen, Director, President and sole
shareholder of Vulcan Ventures
(b) Business Address: 110-110th Avenue N. E. Suite 550 Bellevue,
Washington 98004
(c) Principal Occupation and the Name of Principal Business and
Address of any corporation in which such employment is conducted:
Chairman Asymetrix Corporation 110 - 110th Ave. N.E., Suite 717
Bellevue, WA 98007
(d) Conviction of a Criminal Proceeding (excluding traffic violations
or similar misdemeanors) during the last five years: No
(e) Party in a Civil Proceeding during the last five years and as a
result 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: No
(f) Citizenship: U.S.
Item 3: Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
Not applicable. This amendment to Schedule 13D is being filed to
report a greater than one percent decrease in the percentage of shares
beneficially owned solely as a result of an increase in the aggregate
number of shares of common stock of Precision Systems, Inc. outstanding.
Vulcan Ventures acquired the shares of Precision Systems, Inc.
reported herein for investment purposes. At this time, it has no intention
of acquiring additional shares of Precision Systems, Inc. reported herein,
although it reserves the right to make additional purchases from time to
time. Any decision to make such additional purchase will depend, however,
on various factors, including, without limitation, the price of the common
stock, stock market conditions and the business prospects of Precision
Systems, Inc. reported herein. Vulcan Ventures has no present intention or
arrangements or understandings to effect any of the transactions listed in
Item 4(a)-(j) of Schedule 13D.
Except as set forth herein, Paul G. Allen does not have any plans or
proposals that relate to or would result in any of the matters specified in
Item 4.
0270120.02 Page 7 of 8
<PAGE>
Item 5 Interest in Securities of the Issuer.
This amendment to Schedule 13D is being filed to report a greater than
one percent decrease in the percentage of shares beneficially owned solely
as a result of an increase in the aggregate number of shares of common
stock of Precision Systems, Inc. outstanding.
(a) Aggregate Number of Shares of Common Stock of Precision Systems,
Inc. Beneficially Owned by Paul G. Allen: 2,750,000 shares
Percentage of Common Stock of Precision Systems, Inc. Beneficially
Owned (based on 17,160,220 shares of common stock outstanding as of July
12, 1996) by Paul G. Allen: 16.06%
(b) Sole Voting Power: -0- shares
Sole Dispositive Power: -0- shares
Shared Voting Power: 2,750,000 shares
Shared Dispositive Power: 2,750,000 shares
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described in Item 6 of Vulcan Ventures' Schedule 13D (page 5
of 8), Paul G. Allen does not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
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.
January 6, 1997 /s/ Paul G. Allen
- - - --------------------------- -----------------------------------------
(Date) Paul G. Allen
0270120.02 Page 8 of 8
