PROXIMA CORP
SC 13G/A, 1997-02-14
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 2)*


                              PROXIMA CORPORATION
                                (Name of Issuer)

                         Common Stock, $.001 par value
                         (Title of Class of Securities)

                                   744287100
                                 (CUSIP Number)



Check the following box if a fee is being paid with this statement  [    ]. 
A fee is not required only if the filing 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 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 (the "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).
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CUSIP No.  744287100
Form 13G
Page 2 of 4




   1      NAME OF REPORTING PERSON
          (S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON)                

            KENNETH E. OLSON
          ---------------------------------------------------------------------

   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a)   [   ]
                                                                    (b)   [   ]
            N/A
          --------------------------------------------------------------------- 

   3      SEC USE ONLY

          ---------------------------------------------------------------------

   4      CITIZENSHIP OR PLACE OF ORGANIZATION                      

            U.S. CITIZEN
          ---------------------------------------------------------------------

                       5     SOLE VOTING POWER                    
  NUMBER OF                    202,930
   SHARES              --------------------------------------------------------
 BENEFICIALLY          6     SHARED VOTING POWER                  
  OWNED BY                     0
    EACH               --------------------------------------------------------
  REPORTING            7     SOLE DISPOSITIVE POWER               
 PERSON WITH                   202,930
                       --------------------------------------------------------
                       8     SHARED DISPOSITIVE POWER             
                               0
                       --------------------------------------------------------

   9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         

            202,930          
          ---------------------------------------------------------------------

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
          SHARES*                                                         [   ]

          ---------------------------------------------------------------------

  11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           

            2.74%
          ---------------------------------------------------------------------

  12      TYPE OF REPORTING PERSON*

            IN
          ---------------------------------------------------------------------
                    *SEE INSTRUCTIONS BEFORE FILLING OUT!








<PAGE>   3

Page 3 of 4


Item 1.    Issuer:
           a.  Proxima Corporation
           b. 9440 Carroll Park Drive, San Diego, CA 92121

Item 2.    Person Filing:
           a.  Kenneth E. Olson
           b.  404 Torrey Point Road, Del Mar, CA 92014
           c.  U. S. Citizen

Item 2d.   Title of Class of Securities:
           Common Stock, $.001 par value

Item 2e.   CUSIP Number:
           744287103

Item 3.    If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
           check whether the person filing is a:

           a. ___  Broker or Dealer registered under Section 15 of the Act;
           b. ___  Bank as defined in Section 3(a)(6) of the Act; 
           c. ___  Insurance Company as defined in Section 3(a)(19) of the Act; 

           d. ___  Investment Company registered under Section 8 of the 
                   Investment Company Act; 
           e. ___  Investment Adviser registered under Section 203 of the 
                   Investment Advisers Act of 1940; 
           f. ___  Employee Benefit Plan, Pension Fund which is subject to the 
                   provisions of the Employee Retirement Income Security Act of
                   1974 or Endowment Fund;
           g. ___  Parent Holding Company in accordance with Sec. 
                   240.13d-1(b)(1)(ii)(G); 
           h. ___  Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(H).

           N/A

Item 4.    Ownership:

           a.  Amount beneficially owned as of December 31, 1996:  202,930 
           b.  Percent of Class:  2.74% 
           c.  Number of shares as to which such person has:
                   i.    Sole power to vote or direct the vote:   202,930 
                   ii.   Shared power to vote or to direct the vote:   -0- 
                   iii.  Sole power to dispose or to direct disposition of:  
                         202,930 
                   iv.   Shared power to dispose or to direct disposition of:  
                         -0-

Item 5.    Ownership of Five Percent or Less of a Class:

           If this statement is being filed to report the fact that as of the
           date hereof the reporting person has ceased to be the beneficial
           owner of more than five  percent of the class of securities, check
           the following:    X
                          -------

Item 6.    Ownership of More than Five Percent on Behalf of Another Person: N/A

Item 7.    Identification and Classification of the Subsidiary which Acquired
           the Security Being Reported on by the Parent Holding Company: 
           N/A
<PAGE>   4
Page 4 of 4


Item 8.    Identification and Classification of Members of the Group:
           N/A

Item 9.    Notice of Dissolution of Group:
           N/A

Item 10.   Certification:
           N/A



                                      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:  February 10, 1997.

                                         /s/ Kenneth E. Olson 
                                         -----------------------------------
                                             Kenneth E. Olson



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