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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HAUPPAUGE DIGITAL, INC.
(Name of Issuer)
LCO INVESTMENTS LIMITED
(Names of Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
419131-10-7
(CUSIP Number)
CRAIGH LEONARD, ESQ.
RICHARDS & O'NEIL, LLP
885 THIRD AVENUE
NEW YORK, NEW YORK
10022
(212) 207-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 11, 1996
(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(b)(3) or (4), check the following box. / /
Check the following box if a fee is being paid with this statement. /X/
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SCHEDULE 13D
CUSIP NO. 419131-10-7
(1) Name of reporting persons . . . . . LCO INVESTMENTS LIMITED
S.S. or I.R.S. identification Nos. of
above persons. . . . . . . . . . .
(2) Check the appropriate box if a . . (a) / /
member of a group
(see instructions) . . . . . . . . (b) / /
(3) SEC use only . . . . . . . . . . .
(4) Source of funds
(see instructions) . . . . . . . . WC
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e) . . . . . . . . / /
(6) Citizenship or place of
organization . . . . . . . . . . . GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power . . . . . . . . 284,500
(8) Shared voting power. . . . . . . . None
(9) Sole dispositive power . . . . . . 284,500
(10) Shared dispositive power . . . . . None
(11) Aggregate amount beneficially owned
by each reporting person . . . . . 284,500
Page 2 of 13 Pages
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(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions) . . . . . . . . . . / /
(13) Percent of class represented by
amount in Row (11) . . . . . . . . 6.4%
(14) Type of reporting person (see
instructions) . . . . . . . . . . CO
Page 3 of 13 Pages
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HAUPPAUGE DIGITAL, INC. SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, par value $.01 per share
("COMMON STOCK"), of Hauppauge Digital, Inc. (the "COMPANY") which, to the best
knowledge of the person filing this Statement, is a corporation organized under
the laws of Delaware with principal executive offices at 91 Cabot Court,
Hauppauge, New York 11788.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by LCO Investments Limited ("LCO
INVESTMENTS").
LCO INVESTMENTS LIMITED
(a) LCO Investments is wholly-owned and controlled by The ERSE Trust.
The sole trustee of The ERSE Trust is CAP Advisers Limited (Dublin Branch).
Information regarding The ERSE Trust and CAP Advisers Limited is set forth below
in this Item 2.
(b) The business address of LCO Investments is Canada Court, Upland
Road, St. Peter Port, Guernsey, Channel Islands. The name and business address
of each executive officer and director of LCO Investments is set forth on
EXHIBIT A and is incorporated by reference herein.
(c) The principal business of LCO Investments is to serve as an
investment holding company. The present principal occupation of each executive
officer and director of LCO Investments is set forth on EXHIBIT A and is
incorporated by reference herein.
(d) Neither LCO Investments nor any of its executive officers or
directors has, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors).
(e) Neither LCO Investments nor any of its executive officers or
directors has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
proceeding it or he 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.
Page 4 of 13 Pages
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(f) LCO Investments is a corporation organized under the laws of
Guernsey, Channel Islands. The citizenship of each executive officer and
director of LCO Investments is set forth on EXHIBIT A and is incorporated by
reference herein.
CAP ADVISERS LIMITED
(a) CAP Advisers Limited ("CAP ADVISERS") (Dublin Branch) is the sole
trustee of The ERSE Trust, of which LCO Investments is a wholly-owned
subsidiary.
(b) The business address of CAP Advisers (Geneva Branch) is 1, rue
Etienne-Dumont, 1204 Geneva, Switzerland. The business address of CAP Advisers
(Dublin Branch) is 36 FitzWilliam Place, Dublin 2, Ireland. The name and
business address of each executive officer and director of CAP Advisers is set
forth on EXHIBIT B and is incorporated by reference herein.
(c) The principal business of CAP Advisers is to provide investment
advice. In addition, CAP Advisers (Dublin Branch) is the sole trustee of The
ERSE Trust. The present principal occupation of each executive officer and
director of CAP Advisers is set forth on EXHIBIT B and is incorporated by
reference herein.
(d) Neither CAP Advisers nor any of its executive officers or
directors has, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors).
(e) Neither CAP Advisers nor any of its executive officers or
directors has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
proceeding it or he 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.
(f) CAP Advisers is a corporation organized under the laws of the
United Kingdom. The citizenship of each executive officer and director of CAP
Advisers is set forth on EXHIBIT A and is incorporated by reference herein.
THE ERSE TRUST
(a) The ERSE Trust (the "ERSE TRUST") is the 100% owner and
controlling person of LCO Investments. The sole trustee of ERSE Trust is CAP
Advisers (Dublin Branch).
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(b) The business address of ERSE Trust is c/o CAP Advisers (Dublin
Branch), 36 FitzWilliam Place, Dublin 2, Ireland. The name and business address
of the sole trustee of ERSE Trust is set forth on EXHIBIT C and is incorporated
by reference herein.
(c) The principal business of ERSE Trust is to serve as a private
trust to hold and invest funds for the benefit of certain related individuals
and charities. The present principal occupation of the sole trustee of ERSE
Trust is set forth on EXHIBIT C and is incorporated by reference herein.
(d) Neither ERSE Trust nor its trustee has, during the last five
years, been convicted in any criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e) Neither ERSE Trust nor its trustee has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which proceeding it 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.
(f) ERSE Trust is a trust organized under the laws of Guernsey,
Channel Islands. The jurisdiction of organization of the sole trustee of ERSE
Trust is set forth on EXHIBIT C and is incorporated by reference herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
LCO Investments has included in this Statement 284,500 shares of the
Company's Common Stock which it owns directly. Within the last 60 days, LCO
Investments acquired an aggregate of 70,000 shares of Common Stock through open
market purchases for an aggregate purchase price of $287,500, as described in
Item 5(c). The source of funds for such purchases was the capital funds of LCO
Investments.
ITEM 4. PURPOSE OF TRANSACTIONS.
LCO Investments acquired voting control and dispositive power over the
shares of Common Stock included by it in this Statement for investment. LCO
Investments may acquire additional shares of Common Stock or sell shares of
Common Stock, from time to time, depending upon price and market conditions,
evaluations of alternative investments and other factors.
Page 6 of 13 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, LCO Investments beneficially owns 284,500
shares of Common Stock, which constitutes 6.4% of the 4,465,302 shares of Common
Stock which are believed to be the total number of shares of Common Stock
outstanding on the date hereof. LCO Investments is the direct beneficial owner
of such shares. ERSE Trust (as the 100% owner of LCO Investments) and CAP
Advisers (as the sole trustee of ERSE Trust) are beneficial owners of such
shares for purposes of this Item 5(a).
(b) The voting and dispositive power of each person listed in Item
5(a) is set forth in the following table. CAP Advisers (Dublin Branch) is the
sole trustee of ERSE Trust, which wholly-owns LCO Investments. CAP Advisers and
ERSE Trust are listed because of such trustee and ownership relationships,
although neither entity has a contractual or legal right to vote or dispose of
any shares of Common Stock listed below:
Sole Shared Sole Shared
Name Vote Vote Disposition Disposition
LCO Investments 284,500 0 284,500 0
CAP Advisers 284,500 0 284,500 0
ERSE Trust 284,500 0 284,500 0
(c) Within the last 60 days, LCO Investments has acquired an
aggregate of 70,000 shares of Common Stock though open market purchases. On
November 11, 1996, LCO Investments acquired 10,000 shares of Common Stock for an
aggregate purchase price of $40,000. On November 12, 1996, LCO Investments
acquired 21,500 shares of Common Stock for an aggregate purchase price of
$88,687.50. On November 13, 1996, LCO Investments acquired 19,500 shares of
Common Stock for an aggregate purchase price of $80,437.50. On November 14,
1996, LCO Investments acquired 19,000 shares of Common Stock for an aggregate
purchase price of $78,375. The source of funds for such purchases was the
capital funds of LCO Investments.
(d) No person other than LCO Investments (and, indirectly, ERSE Trust
as its parent and CAP Advisers (Dublin Branch) as the sole trustee of ERSE
Trust) is known to have the right to receive or the power to direct the receipt
of dividends from or the proceeds from the sale of, the shares of Common Stock
and options acquired by LCO Investments through open market purchases.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between LCO Investments and any other person, with respect
to the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT A, which appears at page 10 of this Schedule 13D, contains the
name, citizenship, office, business address and present principal occupation of
each executive officer and director of LCO Investments.
EXHIBIT B, which appears at page 11 of this Schedule 13D, contains the
name, citizenship, office, business address and present principal occupation of
each executive officer and director of CAP Advisers.
EXHIBIT C, which appears at page 12 of this Schedule 13D, contains the
name, jurisdiction of organization, business address and present principal
occupation of each trustee of ERSE Trust.
EXHIBIT D, which appears at page 13 of this Schedule 13D, are the
Power of Attorney and Authorizing Agreement appointing Craigh Leonard as
Attorney-in-Fact and authorizing him to sign the Schedule 13D and all amendments
thereto.
[THE REMAINDER OF THE PAGE PURPOSELY LEFT BLANK]
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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: November 19, 1996
LCO INVESTMENTS LIMITED
By: /s/ CRAIGH LEONARD
---------------------
Craigh Leonard
Attorney-in-Fact
Page 9 of 13 Pages
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EXHIBIT A
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The name, citizenship, business address and present principal occupation of
each executive officer and director of LCO Investments is as follows:
Present Principal
Name and Citizenship Office Occupation and Address
- -------------------- ------ ----------------------
Anthony M. Pilaro Director Chairman
Ireland CAP Advisers Limited
1 rue Etienne-Dumont
Geneva 1204, Switzerland
Chin Meng Yong Executive Vice Chief Financial Officer
Malaysia President CAP Advisers Limited
1 rue Etienne-Dumont
Geneva 1204, Switzerland
Ken Brierley Director Manager
Great Britain The Bank of Nova Scotia
Trust Co. - CI Limited
P.O. Box 60
Kensington Place, St. Helier
Jersey, Channel Islands
Paul Weir Director Assistant Manager
Great Britain The Bank of Nova Scotia
Trust Co. - CI Limited
P.O. Box 60
Kensington Place, St. Helier
Jersey, Channel Islands
Page 10 of 13 Pages
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EXHIBIT B
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The name, citizenship, business address and present principal occupation of
each executive officer and director of CAP Advisers is as follows:
Present Principal
Name and Citizenship Office Occupation and Address
- -------------------- ------ ----------------------
Anthony M. Pilaro Director and Chairman
Ireland Chairman CAP Advisers Limited
1 rue Etienne-Dumont
Geneva 1204, Switzerland
Chin Meng Yong Executive Vice Chief Financial Officer
Malaysia President CAP Advisers Limited
1 rue Etienne-Dumont
Geneva 1204, Switzerland
Ken Brierley Director Manager
Great Britain The Bank of Nova Scotia
Trust Co. - CI Limited
P.O. Box 60
Kensington Place, St. Helier
Jersey, Channel Islands
Bernie Quant Director Assistant Manager
Great Britain The Bank of Nova Scotia
Trust Co. - CI Limited
P.O. Box 60
Kensington Place, St. Helier
Jersey, Channel Islands
Page 11 of 13 Pages
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EXHIBIT C
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The name, jurisdiction of organization, office, business address and
present principal occupation of each trustee of the ERSE Trust is as follows:
Present Principal
Name and Jurisdiction Office Occupation and Address
- --------------------- ------ ----------------------
CAP Advisers Limited Trustee Investment Adviser
United Kingdom 1 rue Etienne-Dumont
Geneva 1204, Switzerland
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EXHIBIT D
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POWER OF ATTORNEY
Know all men by these presents that the undersigned constitutes and
appoints CRAIGH LEONARD its true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for it and in its name, place and
stead, in any and all capacities, to sign any and all Securities and Exchange
Commission Forms 3, Forms 4, Forms 5 and Schedules 13D and 13G and any all
amendments thereto relating to Hauppauge Digital, Inc., and to file the same and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as it
might or could do in person, hereby ratifying and confirming said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done, or have done or caused to be done prior to this date, by
virtue hereof.
Dated: November 18, 1996 LCO INVESTMENTS LIMITED
By: /s/ CHIN MENG YONG
---------------------------
Name: Chin Meng Yong
Title: Executive Vice President
Page 13 of 13 Pages
