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OMB Number: 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
hi/fn, inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
428 358105
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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 ("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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1745 (3-98)
Page 1 of 6 pages
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CUSIP No. 428 358105
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
..............................................................Douglas L. Whiting
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a).....................................................................
(b).....................................................................
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3. SEC Use Only............................................................
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4. Citizenship or Place of Organization:......................United States
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Number of 5. Sole Voting Power......................................350,398
Shares Bene- -----------------------------------------------------------------
ficially 6. Shared Voting Power..........................................0
Owned by Each -----------------------------------------------------------------
Reporting 7. Sole Dispositive Power.................................350,398
Person With: -----------------------------------------------------------------
8. Shared Dispositive Power.....................................0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person.....350,398
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions).....................................................
11. Percent of Class Represented by Amount in Row (11).................5.8%
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12. Type of Reporting Person (See Instructions) IN
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................................................................................
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Page 2 of 6 pages
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INSTRUCTIONS FOR SCHEDULE 13G
INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons --
Furnish the full legal name of each person for whom the report is
filed -- i.e., each person required to sign the schedule itself
-- including each member of a group. Do not include the name of a
person required to be identified in the report but who is not a
reporting person. Reporting persons that are entities are also
requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory
(see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G"
below).
(2) If any of the shares beneficially owned by a reporting person are
held as a member of a group and that membership is expressly
affirmed, please check row 2(a). If the reporting person
disclaims membership in a group or describes a relationship with
the other persons but does not affirm the existence of a group,
please check row 2(b) [unless it is a joint filing pursuant to
Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization -- Furnish citizenship if
the named reporting person is a natural person. Otherwise,
furnish place of organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc. -- Rows (5) through (9) inclusive, and (11) are to be
completed in accordance with the provisions of Item 4 of
Schedule 13G. All percentages are to be rounded off to the
nearest tenth (one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in
row (9) does not include shares as to which beneficial ownership
is disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4) under the
Securities Exchange Act of 1934.
(12) Type of Reporting Person -- please classify each "reporting
person" according to the following breakdown (see Item 3 of
Schedule 13G) and place the appropriate symbol on the form:
<TABLE>
<CAPTION>
Category Symbol
<S> <C>
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
</TABLE>
Notes:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication,
answer items on the schedules (Schedules 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only be
used where the cover page item or items provide all the disclosure required by
the schedule item. Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange Act or otherwise subject
to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the blank forms available from
the Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules as
to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections (13(d), 13(g), and 23 of the Securities Exchange
Act of 1934 and the rules and regulations thereunder, the Commission is
authorized to solicit the information required to be supplied by this schedule
by certain security holders of certain issuers.
Page 3 of 6 pages
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Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws and
rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14
following the calendar year covered by the statement or within the time
specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant
to Rule 13d-1(c) shall be filed within the time specified in Rules
13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule
13d-1(d) shall be filed not later than February 14 following the
calendar year covered by the statement pursuant to Rules 13d-1(d) and
13d-2(b).
B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as
that covered by a statement on this schedule may be incorporated by
reference in response to any of the items of this schedule. If such
information is incorporated by reference in this schedule, copies of the
relevant pages of such form shall be filed as an exhibit to this
schedule.
C. The items numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
ITEM 1.
(a) Name of Issuer: hi/fn, inc.
(b) Address of Issuer's Principal Executive Offices:
750 University Avenue
Los Gatos, CA 95302
ITEM 2.
(a) Name of Person Filing: Douglas L. Whiting
(b) Address of Principal Business Office or, if none, Residence:
3312 Febo Court
LaCosta, CA 92009
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock, $0.001 par value
(e) CUSIP Number: 428 358105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
Page 4 of 6 pages
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(e) [ ] An investment advisor in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J);
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount of beneficially owned: 350,398.
(b) Percent of class: 5.8%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 350,398.
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the disposition of:
350,398.
(iv) Shared power to dispose or to direct the disposition
of: 0.
Instruction. For computations regarding securities which represent a
right to acquire an underlying security see Section 240.13d-3(d)(1).
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 [ ].
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
If any other person in known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item (3)g and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
Page 5 of 6 pages
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If a group has filed this schedule pursuant to Section
240.13d-1(b)(I)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a
group has filed this schedule pursuant to Section 240.13d-1(c) or Section
240.13d-1(d), attach an exhibit stating the identity of each member of the
group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
Not Applicable
(a) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set in this statement is true, complete and
correct.
February 12, 1998
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Date
/s/ Douglas L. Whiting
-----------------------------------------
Signature
Douglas L. Whiting
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 6 of 6 pages
