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
Joseph H. Kiser
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 428,923
Beneficially Owned 6) Shared Voting Power 116,800
By Each Reporting 7) Sole Dispositive Power 428,923
Person With 8) Shared Dispositive
Power 116,800
9) Aggregate Amount Beneficially Owned by Each Reporting Person
545,723
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)
13.9%
12) Type of Reporting Person
IN
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Nora L. Kiser
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 116,800
Beneficially Owned 6) Shared Voting Power 0
By Each Reporting 7) Sole Dispositive Power 116,800
Person With 8) Shared Dispositive
Power 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person
116,800
10) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
11) Percent of Class Represented by Amount in Row (11)
3.1%
12) Type of Reporting Person
IN
AMENDMENT NO. 2 TO
SCHEDULE 13G FOR
JOSEPH H. KISER
AND
NORA L. KISER
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: Joseph H. Kiser and Nora L. Kiser.
Item 2(b) Address of Principal Business Office or, if None,
Residence: The address of the principal business office of
Mr. Kiser is 11101 East 51st Avenue, Denver, Colorado
80239. Mrs. Kiser's residence address is 4873 S. Crystal
Street, Aurora, CO 80015.
Item 2(c) Citizenship: Mr. Kiser is a United States Citizen. Mrs.
Kiser 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.
(c) [ ] Investment Company registered under Section 8 of
the Investment Company Act of 1940.
(d) [ ] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940.
(e) [ ] 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.
(f) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G) of the Act.
(g) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
of the Act.
Not applicable.
Item 4 Ownership.
(a) Amount Beneficially Owned: Mr. Kiser is the sole
beneficial owner of 545,723 shares of Common Stock as
of December 31, 1996. Includes 100,00 shares issuable
to Mr. Kiser upon the exercise of outstanding stock
options exercisable on December 31, 1996, or within 60
days thereafter. Also includes 116,800 shares
beneficially owned by Mr. Kiser by virtue of his
acting as co-trustee with Mrs. Kiser pursuant to
certain trust agreements and 55,848 shares
beneficially owned by Mr. Kiser by virtue of his
acting as the sole trustee pursuant to certain other
trust agreements.
Mrs. Kiser is the beneficial owner of 116,800 shares
of Common Stock as of December 31, 1996. All of such
shares are beneficially owned by Mrs. Kiser by virtue
of her acting as co-trustee with Mr. Kiser pursuant to
certain trust agreements.
(b) Percent of Class: Mr. Kiser shares represent 13.9% of
the shares of Common Stock outstanding (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.)
Mrs. Kiser shares represent 3.1% of the shares of
Common Stock outstanding (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 Mr. Kiser has:
(i) sole power to vote or to direct the vote:
428,923 shares.
(ii) shared power to vote or to direct the vote:
116,800 shares.
(iii) sole power to dispose or to direct the
disposition of: 428,923 shares.
(iv) shared power to dispose or to direct the
disposition of: 116,800 shares.
Number of shares as to which Mrs. Kiser has:
(i) sole power to vote or to direct the vote: -0-
shares.
(ii) shared power to vote or to direct the vote:
116,800 shares.
(iii) sole power to dispose or to direct the
disposition of: -0- shares.
(iv) shared power to dispose or to direct the
disposition of: 116,800 shares.
Item 5 Ownership of Five Percent or Less of a Class.
Mr. Kiser continues to beneficially own more than five
percent of the Common Stock. Mrs. Kiser has ceased to be a
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: February 13, 1997 /s/Joseph H. Kiser
Joseph H. Kiser
Dated: February 13, 1997 /s/Nora L. Kiser
Nora L. Kiser
<PAGE>
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
Joseph H. Kiser
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 529,393
Beneficially Owned 6) Shared Voting Power 175,000
By Each Reporting 7) Sole Dispositive Power 529,393
Person With 8) Shared Dispositive
Power 175,000
9) Aggregate Amount Beneficially Owned by Each Reporting Person
704,393
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)
27.6%
12) Type of Reporting Person
IN
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Nora L. Kiser
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 0
Beneficially Owned 6) Shared Voting Power 175,000
By Each Reporting 7) Sole Dispositive Power 0
Person With 8) Shared Dispositive
Power 175,000
9) Aggregate Amount Beneficially Owned by Each Reporting Person
175,000
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)
7.2%
12) Type of Reporting Person
IN
SCHEDULE 13G FOR
JOSEPH H. KISER
AND
NORA L. KISER
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: Joseph H. Kiser and Nora L. Kiser.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Mr. Kiser is
11101 East 51st Avenue, Denver, Colorado 80239. Mrs. Kiser's
residence address is 4873 S. Crystal Street, Aurora, CO
80015.
Item 2(c) Citizenship: Mr. Kiser is a United States Citizen. Mrs.
Kiser 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 3 Ownership.
(a) Amount Beneficially Owned: Mr. Kiser is the sole
beneficial owner of 704,393 shares of Common Stock as of
December 31, 1994. Includes 131,250 shares issuable to
Mr. Kiser upon the exercise of outstanding stock options
exercisable on December 31, 1994, or within 60 days
thereafter. Also includes 175,000 shares beneficially
owned by Mr. Kiser by virtue of his acting as co-trustee
with Mrs. Kiser pursuant to certain trust agreements and
83,913 shares beneficially owned by Mr. Kiser by virtue
of his acting as the sole trustee pursuant to certain
other trust agreements. Certain shares beneficially
owned by Mr. Kiser 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.
Mrs. Kiser is the beneficial owner of 175,000 shares of
Common Stock as of December 31, 1994. All of such
shares are beneficially owned by Mrs. Kiser by virtue
of her acting as co-trustee with Mr. Kiser pursuant to
certain trust agreements.
(b) Percent of Class: Mr. Kiser shares represent 27.6% of
the shares of Common Stock outstanding (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.)
Mrs. Kiser shares represent 7.2% of the shares of Common
Stock outstanding (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 Mr. Kiser has:
(i) sole power to vote or to direct the vote: 529,393
shares.
(ii) shared power to vote or to direct the vote:
175,000 shares.
(iii) sole power to dispose or to direct the disposition
of: 529,393 shares.
(iv) shared power to dispose or to direct the
disposition of: 175,000 shares.
Number of shares as to which Mrs. Kiser has:
(i) sole power to vote or to direct the vote: -0-
shares.
(ii) shared power to vote or to direct the vote:
175,000 shares.
(iii) sole power to dispose or to direct the disposition
of: -0- shares.
(iv) shared power to dispose or to direct the
disposition of: 175,000 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/ Joseph H. Kiser
Joseph H. Kiser
Dated: 2/14/95 /s/ Nora L. Kiser
Nora L. Kiser
<PAGE>
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
Joseph H. Kiser
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 474,278
Beneficially Owned 6) Shared Voting Power 175,000
By Each Reporting 7) Sole Dispositive Power 474,278
Person With 8) Shared Dispositive
Power 175,000
9) Aggregate Amount Beneficially Owned by Each Reporting Person
649,278
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)
17.2%
12) Type of Reporting Person
IN
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Nora L. Kiser
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 175,000
Beneficially Owned 6) Shared Voting Power 0
By Each Reporting 7) Sole Dispositive Power 175,000
Person With 8) Shared Dispositive
Power 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person
175,000
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
JOSEPH H. KISER
AND
NORA L. KISER
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: Joseph H. Kiser and Nora L. Kiser.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Mr. Kiser is
11101 East 51st Avenue, Denver, Colorado 80239. Mrs. Kiser's
residence address is 4873 S. Crystal Street, Aurora, CO
80015.
Item 2(c) Citizenship: Mr. Kiser is a United States Citizen. Mrs.
Kiser 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. Kiser is the sole
beneficial owner of 649,278 shares of Common Stock as of
December 31, 1995. Includes 231,250 shares issuable to
Mr. Kiser upon the exercise of outstanding stock options
exercisable on December 31, 1995, or within 60 days
thereafter. Also includes 175,000 shares beneficially
owned by Mr. Kiser by virtue of his acting as co-trustee
with Mrs. Kiser pursuant to certain trust agreements and
60,048 shares beneficially owned by Mr. Kiser by virtue
of his acting as the sole trustee pursuant to certain
other trust agreements.
Mrs. Kiser is the beneficial owner of 175,000 shares of
Common Stock as of December 31, 1995. All of such
shares are beneficially owned by Mrs. Kiser by virtue
of her acting as co-trustee with Mr. Kiser pursuant to
certain trust agreements.
(b) Percent of Class: Mr. Kiser shares represent 17.2% of
the shares of Common Stock outstanding (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.)
Mrs. Kiser shares represent 4.9% of the shares of Common
Stock outstanding (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 Mr. Kiser has:
(i) sole power to vote or to direct the vote: 474,278
shares.
(ii) shared power to vote or to direct the vote:
175,000 shares.
(iii) sole power to dispose or to direct the disposition
of: 474,278 shares.
(iv) shared power to dispose or to direct the
disposition of: 175,000 shares.
Number of shares as to which Mrs. Kiser has:
(i) sole power to vote or to direct the vote: -0-
shares.
(ii) shared power to vote or to direct the vote:
175,000 shares.
(iii) sole power to dispose or to direct the disposition
of: -0- shares.
(iv) shared power to dispose or to direct the
disposition of: 175,000 shares.
Item 5 Ownership of Five Percent or Less of a Class.
Mr. Kiser continues to beneficially own more than five
percent of the Common Stock. Mrs. Kiser has ceased to be a
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 25, 1996 /s/ Joseph H. Kiser
Joseph H. Kiser
Dated: January 25, 1996 /s/ Nora L. Kiser
Nora L. Kiser
