VARI L CO INC
SC 13G/A, 1997-02-04
ELECTRONIC COMPONENTS, 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)

                           Vari-L Company, Inc.
                             (Name of Issuer)

                       Common Stock, $.01 par value)
                      (Title of Class of Securities)

                                922150 10 7
                              (CUSIP Number)


1)   Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person

     Alwin E. Branson

2)   Check the Appropriate Box if a Member of a Group*

     Not Applicable
     (a)
     (b)

3)   SEC USE ONLY

4)   Citizenship or Place of Organization

     U.S.

Number of Shares         5)  Sole Voting Power         181,830
Beneficially Owned       6)  Shared Voting Power             0
By Each Reporting        7)  Sole Dispositive Power    181,830
Person With              8)  Shared Dispositive
                              Power                          0

9)   Aggregate Amount Beneficially Owned by Each Reporting Person

     181,830

10)  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

     Not Applicable

11)  Percent of Class Represented by Amount in Row (11)

     4.6%

12)  Type of Reporting Person

     IN

                            AMENDMENT NO. 2 TO
                             SCHEDULE 13G FOR
                             ALWIN E. BRANSON


Item 1(a)      Name of Issuer:  Vari-L Company, Inc.

Item 1(b)      Address of Issuer's Principal Executive Offices:
               11101 East 51st Avenue, Denver, Colorado 80239

Item 2(a)      Name of Person Filing:  Alwin E. Branson

Item 2(b)      Address of Principal Business Office or, if None,
               Residence:  The residence address of Mr. Branson is
               2261 S. Columbine, Denver, Colorado 80210

Item 2(c)      Citizenship:  Mr. Branson is a United States Citizen.

Item 2(d)      Title of Class of Securities:  Common Stock, $.01 par
               value.

Item 2(e)      CUSIP Number:  922150-10-7

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 Securities Exchange Act of 1934 (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 of 1940.

               (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; see Rule 13d-1(b)(1)(ii)(F) of
                         the Act.

               (g) [  ]  Parent Holding Company, in accordance with Rule
                         13d-1(b)(ii)(G) of the Act.

               (h) [  ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
                         of the Act.

               Not applicable.

Item 4         Ownership.

               (a)  Amount Beneficially Owned:  Mr. Branson is the sole
                    beneficial owner of 181,830 shares of Common Stock as
                    of December 31, 1996.  Includes 108,750 shares
                    issuable to Mr. Branson upon the exercise of
                    outstanding stock options exercisable on December 31,
                    1996, or within 60 days thereafter.

               (b)  Percent of Class:  4.6% (based on the 3,805,838 shares
                    of Common Stock reported to be outstanding on
                    September 30, 1996 in the Vari-L Company, Inc.
                    Quarterly Report on Form 10-QSB for the fiscal quarter
                    ended September 30, 1996 and 11,866 additional shares
                    issued effective December 31, 1996.)

               (c)  Number of shares as to which such person has:
                    (i)  sole power to vote or to direct the vote: 
                         181,830 shares.

                   (ii)  shared power to vote or to direct the vote:
                         -0- shares.

                  (iii)  sole power to dispose or to direct the
                         disposition of: 181,830 shares.

                   (iv)  shared power to dispose or to direct the
                         disposition of:  -0- shares.

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

               Mr. Branson has ceased to be the beneficial owner of more
               than five percent of the Common Stock.

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.

Item 9         Notice of Dissolution of Group.

               Not applicable.

Item 10        Certification.

               Not applicable.

               Not filed pursuant to Rule 13d-1(b).


                                 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: January 28, 1997           /s/ Alwin E. Branson
                                  Alwin E. Branson 

                                 APPENDIX


                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                             (Amendment No.  )

                           Vari-L Company, Inc.
                             (Name of Issuer)

                       Common Stock, $.01 par value)
                      (Title of Class of Securities)

                                922150 10 7
                              (CUSIP Number)


1)   Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person

     Alwin E. Branson

2)   Check the Appropriate Box if a Member of a Group*

     Not Applicable
     (a)
     (b)

3)   SEC USE ONLY

4)   Citizenship or Place of Organization

     U.S.

Number of Shares         5)  Sole Voting Power         147,280
Beneficially Owned       6)  Shared Voting Power             0
By Each Reporting        7)  Sole Dispositive Power    147,280
Person With              8)  Shared Dispositive
                              Power                          0

9)   Aggregate Amount Beneficially Owned by Each Reporting Person

     147,280

10)  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

     Not Applicable

11)  Percent of Class Represented by Amount in Row (11)

     5.9%

12)  Type of Reporting Person

     IN

                             SCHEDULE 13G FOR
                             ALWIN E. BRANSON


Item 1(a)      Name of Issuer:  Vari-L Company, Inc.

Item 1(b)      Address of Issuer's Principal Executive Offices:
               11101 East 51st Avenue, Denver, Colorado 80239

Item 2(a)      Name of Person Filing:  Alwin E. Branson

Item 2(b)      Address of Principal Business Office or, if None,
               Residence:  The address of the principal business office of
               Mr. Branson is 11101 East 51st Avenue, Denver, Colorado
               80239

Item 2(c)      Citizenship:  Mr. Branson is a United States Citizen.

Item 2(d)      Title of Class of Securities:  Common Stock, $.01 par
               value.

Item 2(e)      CUSIP Number:  922150-10-7

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 Securities Exchange Act of 1934 (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 of 1940.

               (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; see Rule 13d-1(b)(1)(ii)(F) of
                         the Act.

               (g) [  ]  Parent Holding Company, in accordance with Rule
                         13d-1(b)(ii)(G) of the Act.

               (h) [  ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
                         of the Act.

               Not applicable.

Item 4         Ownership.

               (a)  Amount Beneficially Owned:  Mr. Branson is the sole
                    beneficial owner of 147,280 shares of Common Stock as
                    of December 31, 1994.  Includes 78,750 shares issuable
                    to Mr. Branson upon the exercise of outstanding stock
                    options exercisable on December 31, 1994, or within 60
                    days thereafter.  Certain shares beneficially owned by
                    Mr. Branson have been deposited in an escrow account
                    pursuant to an agreement with the Underwriter for the
                    Issuer's initial public offering.  These shares will
                    be held in escrow until certain performance criteria
                    are met or until April 19, 2000.

               (b)  Percent of Class:  5.9% (based on the 2,424,007 shares
                    of Common Stock reported to be outstanding on
                    September 30, 1994 in the Vari-L Company, Inc.
                    Quarterly Report on Form 10-QSB for the fiscal quarter
                    ended September 30, 1994.)

               (c)  Number of shares as to which such person has:

                   (i)  sole power to vote or to direct the vote:  147,280
                        shares.

                  (ii)  shared power to vote or to direct the vote:
                        -0- shares.

                 (iii)  sole power to dispose or to direct the disposition
                        of: 147,280 shares.

                  (iv)  shared power to dispose or to direct the
                        disposition of:  -0- shares.

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.

Item 9         Notice of Dissolution of Group.

               Not applicable.

Item 10        Certification.

               Not applicable.

               Not filed pursuant to Rule 13d-1(b).


                                 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:  2-14-95                   /s/ Alwin E. Branson                     
                                  Alwin E. Branson


                                 APPENDIX


                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                             (Amendment No. 1)

                           Vari-L Company, Inc.
                             (Name of Issuer)

                       Common Stock, $.01 par value)
                      (Title of Class of Securities)

                                922150 10 7
                              (CUSIP Number)


1)   Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person

     Alwin E. Branson

2)   Check the Appropriate Box if a Member of a Group*

     Not Applicable
     (a)
     (b)

3)   SEC USE ONLY

4)   Citizenship or Place of Organization

     U.S.

Number of Shares         5)  Sole Voting Power         177,280
Beneficially Owned       6)  Shared Voting Power             0
By Each Reporting        7)  Sole Dispositive Power    177,280
Person With              8)  Shared Dispositive
                              Power                          0

9)   Aggregate Amount Beneficially Owned by Each Reporting Person

     177,280

10)  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

     Not Applicable


11)  Percent of Class Represented by Amount in Row (11)

     4.9%

12)  Type of Reporting Person

     IN
                            AMENDMENT NO. 1 TO
                             SCHEDULE 13G FOR
                             ALWIN E. BRANSON


Item 1(a)      Name of Issuer:  Vari-L Company, Inc.

Item 1(b)      Address of Issuer's Principal Executive Offices:
               11101 East 51st Avenue, Denver, Colorado 80239

Item 2(a)      Name of Person Filing:  Alwin E. Branson

Item 2(b)      Address of Principal Business Office or, if None,
               Residence:  The address of the principal business office of
               Mr. Branson is 11101 East 51st Avenue, Denver, Colorado
               80239

Item 2(c)      Citizenship:  Mr. Branson is a United States Citizen.

Item 2(d)      Title of Class of Securities:  Common Stock, $.01 par
               value.

Item 2(e)      CUSIP Number:  922150-10-7

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 Securities Exchange Act of 1934 (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 of 1940.

               (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; see Rule 13d-1(b)(1)(ii)(F) of
                         the Act.

               (g) [  ]  Parent Holding Company, in accordance with Rule
                         13d-1(b)(ii)(G) of the Act.

               (h) [  ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
                         of the Act.

               Not applicable.


Item 4         Ownership.

               (a)  Amount Beneficially Owned:  Mr. Branson is the sole
                    beneficial owner of 177,280 shares of Common Stock as
                    of December 31, 1995.  Includes 108,750 shares
                    issuable to Mr. Branson upon the exercise of
                    outstanding stock options exercisable on December 31,
                    1995, or within 60 days thereafter.

               (b)  Percent of Class:  4.9% (based on the 3,544,977 shares
                    of Common Stock reported to be outstanding on
                    September 30, 1995 in the Vari-L Company, Inc.
                    Quarterly Report on Form 10-QSB for the fiscal quarter
                    ended September 30, 1995.)

               (c)  Number of shares as to which such person has:

                   (a)   sole power to vote or to direct the vote: 
                         177,280 shares.

                   (b)   shared power to vote or to direct the vote:  -0-
                         shares.

                   (c)   sole power to dispose or to direct the
                         disposition of: 177,280 shares.

                   (d)   shared power to dispose or to direct the
                         disposition of:  -0- shares.

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

               As of the date hereof, Mr. Branson is the beneficial owner
               of 196,030 shares (5.2%) pursuant to the grant to him of
               additional stock options on January 1, 1996.

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.

Item 9         Notice of Dissolution of Group.

               Not applicable.

Item 10        Certification.

               Not applicable.

               Not filed pursuant to Rule 13d-1(b).


                                 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: January 25, 1996           /s/ Alwin E. Branson
                                  Alwin E. Branson



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