UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SECURITY FIRST TECHNOLOGIES CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
814279 10 5
(CUSIP Number)
Hollybank Investments, LP
One International Place, Suite 2401
Boston, Massachusetts 02110
(617) 310-5110
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box o.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D
CUSIP No. 814279 10 5 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hollybank Investments, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 551,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 551,000
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON*
PN
- ---------- ---------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 814279 10 5 Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dorsey R. Gardner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 50,000** **Please refer to Item 5, page
BENEFICIALLY 6 for disclaimer of beneficial ownership.
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON 9 SOLE DISPOSITIVE POWER
WITH
80,000** **Please refer to Item 5, page
6 for disclaimer of beneficial ownership.
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,000** **Please refer to Item 5, page 6 for disclaimer of
beneficial ownership.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%** **Please refer to Item 5, page 6 for disclaimer of
beneficial ownership.
14 TYPE OF REPORTING PERSON*
IN
- ---------- ---------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 814279 10 5 Page 4 of 11 Pages
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Item 1. Security and Issuer
The title of the class of equity securities to which this statement
relates is the Common Stock, par value $0.01 per share (the "Shares"), of
Security First Technologies Corporation, a Delaware corporation (the "Company").
The address of the Company's principal executive office is 3390 Peachtree Road,
Suite 1700, Atlanta GA 30326
Item 2. Identity and Background
The persons filing this Statement are Hollybank Investments, LP, a
Delaware limited Partnership ("LP") and Dorsey R. Gardner, the general partner
of LP ("Gardner"). The business address of both Gardner and LP is One
International Place, Suite 2401, Boston, Massachusetts, 02110. LP was formed on
January 14, 1994, and is authorized to conduct any business which may be legally
conducted by a limited partnership under the laws of Delaware. As of the date
hereof, LP's sole business is securities investment. During the last five years,
neither Gardner nor LP has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors), nor has either Gardner or LP been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Gardner or LP 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.
Item 3. Source and Amount of Funds or Other Consideration
This statement relates specifically to the following transactions in
the Shares: LP's September 30, 1998 acquisition of 551,000 Shares as a result of
the reorganization of Security First Network Bank into the Company (the
"Reorganization"); Gardner's September 30, 1998 acquisition of 50,000 Shares as
a result of the Reorganization; and Gardner's September 30, 1998 acquisition of
options (the "Options") to purchase 30,000 Shares granted by the Company to
Gardner as a Director. These acquisitions, give Gardner deemed beneficial
ownership of 631,000 Shares of the 11,443,796 outstanding. Neither LP or Gardner
expended any funds in the acquisition of the Shares or Options described in this
Item 3
<PAGE>
SCHEDULE 13D
CUSIP No. 814279 10 5 Page 5 of 11 Pages
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Item 4. Purpose of Transaction
LP and Gardner have acquired their respective shares strictly for the
purpose of equity security investment. Neither Gardner nor LP has any present
plans or proposals which would relate to or result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
LP and Gardner have previously filed a timely Schedule 13G with the
Office of Thrift Supervision reporting equity ownership interests in Security
First Network Bank. A Schedule 13D is now being filed with the SEC as a result
of the Reorganization. A Schedule 13D, as opposed to a Schedule 13G, is being
filed solely because of Gardner's recent invitation to join
<PAGE>
SCHEDULE 13D
CUSIP No. 814279 10 5 Page 6 of 11 Pages
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the Board of Directors of the Company and the filing of this Schedule 13D shall
not be construed as an indication or admission that the investment purposes of
LP or Gardner has changed since the filing of the 13G with the OTS with respect
to any Shares currently owned by either LP or Gardner.
Item 5. Interest in Securities of the Issuer
(a)(i) As of the date of this Statement, LP is the beneficial owner of
551,000 Shares (approximately 4.8% of the outstanding Shares as of close of
business on October 15, 1998, based on information provided by the Company's
transfer agent on October 16, 1998). Gardner, as general partner of LP, may be
deemed to beneficially own Shares beneficially owned by LP. Except to the extent
of his interest as a limited partner in LP, Gardner expressly disclaims such
beneficial ownership and the filing of this statement shall not be construed as
an admission that Gardner is the beneficial owner of the Shares owned by LP and
covered by this Statement.
(ii) As of the date of this Statement, Gardner beneficially owns 80,000
Shares, including the Options (approximately 0.7% of the outstanding Shares as
of close of business on October 15, 1998, based on information provided by the
Company's transfer agent on October 16, 1998). Except to the extent of his
interest as a limited partner in LP, Gardner expressly disclaims beneficial
ownership of any Shares which may be beneficially owned by LP, and the filing of
this statement shall not be construed as an admission that Gardner is the
beneficial owner of such Shares.
(b) LP has sole voting power and sole investment power with respect to
the Shares reported in (a)(i) above. Gardner has sole voting power with respect
to 50,000 of the Shares listed in (a)(ii) above and sole investment power with
respect 30,000 Shares, represented by the Options, reported in (a)(ii) above.
(c)(i) Other than the acquisitions described in Item 3 above, LP has,
during the past 60 days, not effected any Share transactions.
(ii) Other than the acquisitions described in Item 3 above, Gardner
has, during the past 60 days, not effected any Share transactions:
(d) No other person 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,
Shares reported on this Statement.
<PAGE>
SCHEDULE 13D
CUSIP No. 814279 10 5 Page 7 of 11 Pages
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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 LP or Gardner and any other person with respect to
any securities of the Company, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
The following document is filed herewith as an exhibit to this
statement:
(a) Joint Filing Agreement
<PAGE>
SCHEDULE 13D
CUSIP No. 814279 10 5 Page 8 of 11 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.
HOLLYBANK INVESTMENTS, LP
By: /s/ Dorsey R. Gardner
Dorsey R. Gardner
General Partner
/s/ Dorsey R. Gardner
Dorsey R. Gardner
Date: October 16, 1998
<PAGE>
SCHEDULE 13D
CUSIP No. 814279 10 5 Page 9 of 11 Pages
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EXHIBIT INDEX
Exhibit Page
99.1 Joint Filing Agreement 11
EXHIBIT 99.1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13D (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of
Security First Technologies Corporation. or any subsequent acquisitions or
dispositions of equity securities of Security First Technologies Corporation. by
any of the undersigned.
Date: October 16, 1998
HOLLYBANK INVESTMENTS, LP
By: /s/ Dorsey R. Gardner
Dorsey R. Gardner
General Partner
/s/ Dorsey R. Gardner
Dorsey R. Gardner
