------------------------------------
OMB APPROVAL
------------------------------------
OMB Number: 3235-0145
Expires: October 31, 2002
Estimated average burden
hours to perform............ 14.90
------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
VODAVI TECHNOLOGY, INC.
------------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
92857V 10 2
--------------
(CUSIP Number)
Steven A. Sherman
509 Vista Grande Drive, Colorado Springs, Colorado 80906
------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 1, 1999
-------------------------------------------------------
(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(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 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>
SCHEDULE 13D
--------------------- -----------------
CUSIP NO. 92857V 10 2 Page 2 of 8 Pages
--------------------- -----------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven A. Sherman
###-##-####
----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
----------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
----------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
----------------------------------------------------------------------------
7 SOLE VOTING POWER
330,830 (Includes 86,830 shares held by Sherman Capital
Group L.L.C. of which Mr. Sherman is the managing
member.)
-----------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF
SHARES 137,500 (Includes 137,500 shares held by Sherman Capital
BENEFICIALLY Partners L.L.C. of which Mr. Sherman is the
OWNED BY managing member.)
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 330,830 (Includes 86,830 shares held by Sherman Capital
Group L.L.C. of which Mr. Sherman is the managing
member.)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
137,500 (Includes 137,500 shares held by Sherman Capital
Partners L.L.C. of which Mr. Sherman is the
managing member.)
-----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,330 (Includes 86,830 shares held by Sherman Capital Group L.L.C. of
which Mr. Sherman is the managing member and 137,500 shares held
by Sherman Capital Partners L.L.C. of which Mr. Sherman is the
managing member.)
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
----------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
--------------------- -----------------
CUSIP NO. 92857V 10 2 Page 3 of 8 Pages
--------------------- -----------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sherman Capital Group L.L.C.
----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
----------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
----------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
Arizona
----------------------------------------------------------------------------
7 SOLE VOTING POWER
86,830
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 86,830
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,830
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
----------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
--------------------- -----------------
CUSIP NO. 92857V 10 2 Page 4 of 8 Pages
--------------------- -----------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sherman Capital Partners L.L.C.
----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
----------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
----------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
Arizona
----------------------------------------------------------------------------
7 SOLE VOTING POWER
137,500
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 137,500
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,500
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
----------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
--------------------- -----------------
CUSIP NO. 92857V 10 2 Page 5 of 8 Pages
--------------------- -----------------
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of common stock (the "Common Stock") of
Vodavi Technology, Inc., a Delaware corporation, with principal executive
offices located at 8300 East Raintree Drive, Scottsdale, Arizona 85260. All
securities reported in this Schedule 13D reflect the 1-for-2 reverse stock split
effected by the Issuer on July 18, 1995.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) and (f). This statement is filed jointly pursuant to Rule
13d-(1)(k) by Steven A. Sherman ("Sherman"), Sherman Capital Group L.L.C.
("Sherman Capital Group") and Sherman Capital Partners, L.L.C. ("Sherman Capital
Partners") collectively hereinafter referred to as the "Reporting Persons." A
copy of the joint filing agreement among the Reporting Persons is attached as
Annex A.
The business address of Sherman is as follows:
509 Vista Grande Drive
Colorado Springs, Colorado 80906
Sherman's principal occupation and the name and address where such
employment is conducted is as follows:
Non-Executive Chairman and Chief Executive Officer
Novatel Wireless, Inc., 509 Vista Grande Drive
Colorado Springs, Colorado 80906
Sherman is a citizen of the United States.
Sherman Capital Group and Sherman Capital Partners are both Arizona limited
liability companies with their principal places of business located at 509 Vista
Grande Drive, Colorado Springs, Colorado 80906. Sherman is the managing member
and a principal of both Sherman Capital Group and Sherman Capital Partners.
Information with respect to Sherman's principal occupation and business address
is set forth above.
(d) and (e) During the last five years, each Reporting Person and, to the
knowledge of Sherman Capital Group and Sherman Capital Partners, their
respective executive officers and managing members have not (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Other than as set forth herein, there has been no material change in the
information set forth in response to this Item 3 of the Schedule 13D, as
amended, with respect to the Reporting Persons.
ITEM 4. PURPOSE OF TRANSACTION
Each of the Reporting Persons is a previous shareholder of the Issuer.
Their respective acquisitions of Common Stock were originally made for
investment purposes.
This Amendment No. 4 to Schedule 13D is being filed to report the
termination of the Voting Agreement dated March 31, 1999, by and among Sherman,
Fereydoun Taslimi, Nahid Loudermilk, Michael Mittel and Noor Research Corp (the
"Voting Agreement"). The Voting Agreement was previously filed by the Reporting
Persons with the Securities and Exchange Commission as Exhibit 3 to the
Reporting Persons" Amendment No. 3 to Schedule 13D. By its terms, the Voting
Agreement terminated on October 1, 1999. Except for Sherman, each of the other
<PAGE>
--------------------- -----------------
CUSIP NO. 92857V 10 2 Page 6 of 8 Pages
--------------------- -----------------
Reporting Persons ceased to be the beneficial owner of more than five percent of
the Common Stock of the Issuer upon the termination of the Voting Agreement.
Except as described in this Item 4, there are no plans or proposals
required to be described in sub-sections (a) through (j) of this Item 4 to which
the Reporting Persons are a party. However, each Reporting Person intends to
individually and continually review such Reporting Person's position in the
securities of the Issuer and may, depending upon an evaluation of the Issuer's
business and prospects as well as upon future developments and upon price,
availability of shares and other factors, individually determine to increase,
decrease or eliminate such Reporting Person's position in the Issuer's
securities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares and the percentage of all shares owned
by each of the Reporting Persons is as follows:
Reporting Person Number of Shares Percent of Class
---------------- ---------------- ----------------
Sherman 468,330(1) 10.6%
Sherman Capital Group 86,830 2.0%
Sherman Capital Partners 137,500 3.2%
------- -----
Total 468,330 10.6%
(1) The number of shares and percentage shown includes (i) an
aggregate of 4,000 shares held by Sherman as custodian for certain of
his minor children, (ii) 75,000 shares of Common Stock underlying a
currently exercisable option which vested on October 20, 1998, (iii)
86,830 shares of Common Stock held by Sherman Capital Group, of which
Sherman is the managing member and (iv) 137,500 shares of Common Stock
held by Sherman Capital Partners, of which Sherman is the managing
member. Sherman disclaims beneficial ownership of all shares held by
Sherman Capital Group and Sherman Capital Partners except to the
extent that his individual interest in such shares arises from his
interest in such entities.
(b) Number Percent
of Shares of Class
--------- --------
Sole Power to Vote Securities: 330,830(1) 7.5%
Shared Power to Vote Securities: 137,500(2) 3.2%
Sole Power to Dispose of Securities: 330,830(1) 7.5%
Shared Power to Dispose of Securities: 137,500(2) 3.2%
(1) The number of shares and percentage shown includes (i) an
aggregate of 4,000 shares held by Sherman as custodian for certain of
his minor children, (ii) 75,000 shares of Common Stock underlying a
currently exercisable option which vested on October 20, 1998, and,
(iii) 86,830 shares of Common Stock held by Sherman Capital Group, of
which Sherman is the managing member. Sherman disclaims beneficial
ownership of all shares held by Sherman Capital Group except to the
extent that his individual interest in such shares arises from his
interest in such entity.
(2) Sherman is a managing member of Sherman Capital Partners, which
holds 137,500 shares of Common Stock. Sherman disclaims beneficial
ownership of all shares held by Sherman Capital Partners except to the
extent that his individual interest in such shares arises from his
interest in such entity.
<PAGE>
--------------------- -----------------
CUSIP NO. 92857V 10 2 Page 7 of 8 Pages
--------------------- -----------------
(c) Except as described below, there have been no transactions by any of
the Reporting Persons with respect to the Common Stock during the 60
days preceding the date of this Amendment No. 4 to Schedule 13D.
Sherman made the following open market sales of Common Stock:
Date No. of Shares Sold Price per Share
------- ------------------ ---------------
8/23/99 1,000 $2.50
8/26/99 1,100 $2.50
8/30/99 8,900 $2.18
9/15/99 10,000 $2.14
9/30/99 10,000 $2.14
10/14/99 8,250 $2.14
In addition, on May 9, 2000, 50,000 shares of Common Stock were
transferred from Sherman to LG Electronics, Inc., ("LGE") as successor
in interest to Goldstar Telecommunication Co., Ltd ("Goldstar")
pursuant to the terms of an Escrow Agreement dated March 28, 1994,
among V Technology Holdings Corp., Goldstar, Sherman, Glen R. Fitchet
and STKK Service Company (the "Escrow Agreement"). The 50,000 shares
of Common Stock owned by Sherman were transferred to LGE in accordance
with the terms of the Escrow Agreement because the Issuer did not meet
certain agreed upon sales targets and before tax operating income
levels. The description of the Escrow Agreement set forth herein does
not purport to be complete and is qualified in its entirety by the
provisions of the Escrow Agreement which is filed herewith as Exhibit
1 and incorporated herein by reference.
(d) Certain shares beneficially owned by Sherman are held in the name of
Steven A. Sherman as custodian for certain of his minor children and
in the name of Sherman Capital Group and Sherman Capital Partners. As
a result, such persons have the right to receive dividends from their
respective shares or proceeds from the sales of their respective
shares.
(e) Except for Sherman, each of the other Reporting Persons ceased to be a
beneficial owner of more than five percent of the Common Stock of the
Issuer on October 1, 1999.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than the contracts, arrangements, understandings or relationships
described below or previously reported by any of the Reporting Persons on a
Schedule 13D or any amendments thereto, there are no contracts, arrangements,
understandings or relationships between any of the Reporting Persons and any
other person, or, to the knowledge of Sherman Capital Group and Sherman Capital
Partners, among any of their respective executive officers and managing members,
or between any of their executive officers and managing members and any other
person, with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Escrow Agreement
Exhibit 2 Stockholder's Agreement between V Technology Holdings Corp.,
V Technology Acquisition Corp., Goldstar Telecommunication
Co. Ltd., The Sherman Group and The Opportunity Fund, Steven
A. Sherman, and Glenn R. Fitchet dated March 28, 1994.
<PAGE>
--------------------- -----------------
CUSIP NO. 92857V 10 2 Page 8 of 8 Pages
--------------------- -----------------
Signature
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: August 2, 2000 /s/ Steven A. Sherman
---------------------------------------
Steven A. Sherman
Date: August 2, 2000 SHERMAN CAPITAL GROUP L.L.C.
/s/ Steven A. Sherman
---------------------------------------
By: Steven A. Sherman
Its: Managing Member
Date: August 2, 2000 SHERMAN CAPITAL PARTNERS L.L.C.
/s/ Steven A. Sherman
---------------------------------------
By: Steven A. Sherman
Its: Managing Member
<PAGE>
ANNEX A
JOINT FILING AGREEMENT
Steven A. Sherman, Sherman Capital Group L.L.C. and Sherman Capital
Partners L.L.C., each hereby agrees that this Amendment No. 4 to Schedule 13D
filed herewith relating to the securities of Vodavi Technology, Inc. is filed
jointly on behalf of such person.
Date: August 2, 2000 /s/ Steven A. Sherman
---------------------------------------
Steven A. Sherman
Date: August 2, 2000 SHERMAN CAPITAL GROUP L.L.C.
/s/ Steven A. Sherman
---------------------------------------
By: Steven A. Sherman
Its: Managing Member
Date: August 2, 2000 SHERMAN CAPITAL PARTNERS L.L.C.
/s/ Steven A. Sherman
---------------------------------------
By: Steven A. Sherman
Its: Managing Member
