SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE
INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(a)
AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. )*
DIGITAL PRIVACY, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
87943E106
(CUSIP Number)
Irving Rothstein, Esq.
Heller, Horowitz & Feit, P.C.
292 Madison Avenue
New York, New York 10017
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
* 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>
Schedule 13D
CUSIP NO. 87943E106 13D Page 2 of 7 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard Miller
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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
USA
7. SOLE VOTING POWER
1,037,837
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,037,837
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,037,837
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP NO. 87943E106 13D Page 4 of 7 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hilliard Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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
USA
7. SOLE VOTING POWER
446,569
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
446,569
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
446,569
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 5 of 7 Pages
Item 1. Security and Issuer
This statement relates to Common Stock, $.01 par value (the "Common
Stock"), of Digital Privacy, Inc., a Delaware corporation formerly called
Telepad Corporation (the "Company"). The address of the principal executive
office of the Company is 4820 Minnetonka Blvd., Suite 410, St. Louis Park, MN
55416.
Item 2. Identity and Background
(a) This statement is filed on behalf of Mr. Howard Miller and Hilliard
Limited Partnership ("HLP") (each, a "Reporting Person").
(b) The business address of Mr. Miller is 4820 Minnetonka Blvd., Suite
410, St. Louis Park, MN 55416; and the address of HLP is 840 Willard Drive,
Suite 205, Green Bay, WI 54304.
(c) Mr. Miller is the President, Chief Executive Officer and Chairman
of the Company. HLP is a family limited partnership of which Mr. Daniel
Hilliard, a Director of the Company, is a general partner.
(d) None of the Reporting Persons has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
(e) None of the Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining him from engaging in
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws
during the last five years.
(f) Mr. Miller is a US citizen and HLP is a US entity formed in the
State of Wisconsin.
Item 3. Source and Amount of Funds or other Consideration
Funds used by Mr. Miller was personal and funds used by HLP consisted
of its working capital which was capital contributions provided by its partners
using personal funds. Mr. Miller has invested an aggregate of $880,000 and HLP
invested $390,000.
Item 4. Purpose of Transaction
None of the Reporting Persons has any plans referred to in Items
4(a)-4(j) of Schedule 13D.
<PAGE>
Page 6 of 7 Pages
Item 5. Interest in Securities of the Issuer.
(a) Mr. Miller owns 1,037,837 shares of Common Stock (representing
approximately 28.9%) which he acquired for an aggregate of $880,000. Each
Reporting Person disclaims beneficial ownership in the shares held by the other
Reporting Persons. HLP owns 446,569 shares of Common Stock representing
approximately 12.4% of the outstanding shares of common stock for which it paid
$390,000.
(b) Mr. Miller has the sole power to vote and dispose of his Common
Stock. Any general partner (including Mr. Daniel Hilliard) may vote the shares
of the Company's Common Stock owned by HLP and any two of the three general
partners are required to dispose of HLP's holding of the Company's Common Stock.
(c) On December 31, 1999, Mr. Miller was vested in 60,000 employee
stock options and 10,000 additional stock options for being a Director. On
December 31, 1999, Mr. Hilliard (a general partner of HLP) was vested with
10,000 stock options for being a Director. The options are all exercisable at a
price of $.05 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Howard Miller and HLP have agreed to vote for Mr. Mark Sarna as a
Director of the Company for as long as he owns at least 10% of the outstanding
shares of Common Stock, including any securities convertible into Common Stock.
Item 7. Material to be Filed as Exhibits
None.
<PAGE>
Page 7 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information regarding such
signatory set forth in this statement is true, complete and correct.
Dated: January 10, 2000
/s/ Howard Miller
HILLIARD LIMITED PARTNERSHIP
By:/s/ Daniel Hilliard, General Partner
