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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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)
March 19, 1998
(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. / /
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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. . . . . . . . . . . . . . . 215,000
(8) Shared voting power. . . . . . . . . . . . . . None
(9) Sole dispositive power . . . . . . . . . . . . 215,000
(10) Shared dispositive power . . . . . . . . . . . None
(11) Aggregate amount beneficially owned
by each reporting person . . . . . . . . . . . 215,000
Page 2 of 5 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). . . . . . . . . . . . . 4.89%
(14) Type of reporting person (see
instructions). . . . . . . . . . . . . . . . . CO
Page 3 of 5 Pages
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HAUPPAUGE DIGITAL, INC. SCHEDULE 13D AMENDMENT NO. 1
This Amendment No. 1 to Schedule 13D is being filed in connection with the
sale of 110,000 shares of the Common Stock of Hauppauge Digital, Inc. (the
"COMPANY") by LCO Investments Limited ("LCO INVESTMENTS"), which sale brings LCO
Investments' percentage ownership of the Common Stock below five percent of the
outstanding Common Stock of the Company on the date hereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Item 5(a) is amended to reflect that as of the date hereof, LCO
Investments beneficially owns 215,000 shares of Common Stock, which constitutes
4.89% of the 4,394,102 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 Limited (as the sole trustee of
ERSE Trust) are beneficial owners of such shares for purposes of this
Item 5(a).
(e) The date on which LCO Investments ceased to be the beneficial owner of
more than five percent of the number of shares of Common Stock outstanding on
the date hereof is March 19, 1998.
[THE REMAINDER OF THE PAGE PURPOSELY LEFT BLANK]
Page 4 of 5 Pages
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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.
LCO INVESTMENTS LIMITED
Dated: March 26, 1998 By /s/ Craigh Leonard
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Craigh Leonard
Attorney-in-Fact
Page 5 of 5 Pages
