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THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D FILED ON DECEMBER 8, 1997 PURSUANT
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TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
SI DIAMOND TECHNOLOGY, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
1-11602
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(Commission File No.)
76-0273345
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(I.R.S. Employer No.)
Mark Neuhaus
9507 Heather Road
Beverly Hills, California 90210
(310) 288-1766
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 1997
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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 [_].
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.
*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.)
Page 1 of 5
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COMMISSION FILE NO. 1-11602 13 D PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1
Stonehouse Investments, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 1,414,667 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,414,667 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,414,667 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.2%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.001 per share, of
SI Diamond Technology, Inc., a Texas corporation (the "Company"). The address
of the Company's principal executive offices is 12100 Technology Boulevard,
Austin, Texas, 78727.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is Stonehouse Co., Inc., a California
corporation ("Stonehouse"). Stonehouse's principal business is making
investments. The address of Stonehouse's principal business and office is 9507
Heather Road, Beverly Hills, California 90210.
Stonehouse has not, during the last five years, been convicted in a
criminal proceeding. Stonehouse has not, during the last five years, been
subject to any judgment, decree or final order with respect to any federal or
state securities laws.
Stonehouse has one executive officer and sole director, who is also the
controlling shareholder of Stonehouse, for whom Stonehouse provides the
following information:
(a) Mark Neuhaus
(b) 9507 Heather Road
Beverly Hills, California 90210
(c) Executive officer and director of Stonehouse
(d) During the past five years, Mr. Neuhaus has not been convicted in
a criminal proceeding.
(e) During the past five years, Mr. Neuhaus has not been subject to
any judgment, decree or final order with respect to any federal
or state securities laws.
(f) United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 28 and November 26, 1997, respectively, Stonehouse received
warrants to purchase 707,333 and 707,334 shares of the Company's common stock.
Stonehouse received the warrants for services rendered in connection with the
placement of the Company's common stock to third party investors.
Page 3 of 5
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ITEM 4. PURPOSE OF TRANSACTION.
Stonehouse acquired the warrants to hold for investment purposes.
Stonehouse will continue to evaluate the Company's business and prospects and
may determine to acquire additional shares of common stock or warrants or
dispose of all or a portion of the common stock or warrants owned by it. Except
to the extent indicated above, Stonehouse presently has no plans or proposals to
do Items (a) through (j) of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Stonehouse beneficially owns warrants to purchase an aggregate of
1,414,667 shares of the Company's common stock, which represents
6.2% of the outstanding common stock of the Company (calculated in
accordance with Rule 13d-3 and based upon 21,508,359 shares
outstanding as reported in the Company's quarterly report on Form
10-QSB for the quarter ended September 30, 1997).
(b) Stonehouse has the sole power to vote and dispose of any such
shares acquired pursuant to the exercise of the warrants.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 4 of 5
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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.
Dated: December 5, 1997
STONEHOUSE INVESTMENTS, INC.
By: /s/ Mark Neuhaus
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Mark Neuhaus
Chief Executive Officer
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