UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)/1/
ULTIMATE ELECTRONICS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
903849 10 7
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting 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.)
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/1/ 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 ("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 7 pages
<PAGE>
(1) Name of Reporting Person; S.S. or I.R.S. Identification No.
William J. Pearse
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [ ]
N/A
(3) SEC Use Only
(4) Citizenship or Place of Organization
United States
Number of Shares (5) Sole Voting Power 1,135,700
Beneficially Owned -----------------------
by Each Reporting (6) Shared Voting Power 0
Person With ---------------------
(7) Sole Dispositive Power 1,135,700
------------------
(8) Shared Dispositive Power 0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,135,700 shares
(10) Check Box if the Aggregate Amount in Row (9) [X]
Excludes Certain Shares (See Instructions)
Page 2 of 7 Pages
<PAGE>
(11) Percent of Class Represented by Amount in Row (9)
13.9%
(12) Type of Reporting Person (See Instructions)
IN
Page 3 of 7 Pages
<PAGE>
Item 1(a). Name of Issuer:
Ultimate Electronics, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
321-A West 84th Avenue
Thornton, Colorado 80221
Item 2(a). Name of Person Filing:
William J. Pearse
Item 2(b). Address of Principal Business Office:
321-A West 84th Avenue
Thornton, Colorado 80221
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number:
903849 10 7
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not applicable.
Page 4 of 7 Pages
<PAGE>
Item 4. Ownership
Amount Beneficially Owned: 1,135,700 shares /2/
Percent of Class: 13.9% /3/
Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,135,700
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 1,135,700
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
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/2/ As of February 13, 1998. Includes (1) 1,120,000 shares
owned directly by Mr. Pearse, and (2) 15,700 shares beneficially owned by
Mr. Pearse pursuant to currently exercisable options, or options
exercisable within sixty days of February 13, 1998, granted to Mr.
Pearse by Ultimate Electronics, Inc. under its employee stock option
plan. Excludes 1,120,000 shares of Common Stock owned by Mr. Pearse's wife,
Barbara A. Pearse, as to which shares he disclaims beneficial ownership.
/3/ Based on 8,155,248 shares of Common Stock deemed to be
outstanding on December 31, 1997. Includes 15,700 shares beneficially
owned by Mr. Pearse pursuant to currently exercisable options, or options
exercisable within 60 days of February 13, 1998.
Page 5 of 7 Pages
<PAGE>
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
Page 6 of 7 Pages
<PAGE>
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 17, 1998
/S/ WILLIAM J. PEARSE
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Signature
William J. Pearse
