UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
SECURITY FIRST TECHNOLOGIES CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
814279105
(CUSIP Number)
HOLLYBANK INVESTMENTS, LP
P.O. BOX 190290
MIAMI BEACH, FLORIDA 33119
--------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 3, 1999 (1)
(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(e), 13d-1(f) or 13d-1(g), check the following box
( ).
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
____________________
1 The purpose of this filing is to supplement information provided in the
initial Schedule 13D filed electronically with the Securities and Exchange
Commission ("Commission") on October 16, 1998 (Accession No.
0000908737-98-000789) and Amendment No. 1 to Schedule 13D filed electronically
with the Commission on June 7, 1999 (Accession No. 0000898432-99-000687).
<PAGE>
SCHEDULE 13D Page 2 of 9 pages
CUSIP No. 814279105
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS 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*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ( )
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,100,000
OWNED BY
EACH -------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
None
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,100,000
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ( )
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D Page 3 of 9 pages
CUSIP No. 814279105
- --------------------------------------------------------------------------------
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*
00
- --------------------------------------------------------------------------------
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 130,000XX
SHARES XX Please refer to Item 5, page 6 for disclaimer of
BENEFICIALLY beneficial ownership
OWNED BY -------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH None
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
190,000XX
XX 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
190,000XX
XX 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)
.8%XX
XX 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 Page 4 of 9 pages
CUSIP No. 814279105
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy G. Caffrey
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
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 6,000XX
SHARES XX Please refer to Item 5, page 6 for disclaimer of
BENEFICIALLY beneficial ownership
OWNED BY -------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH None
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
6,000XX
XX 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
6,000XX
XX 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)
.02%XX
XX 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 Page 5 of 9 pages
CUSIP No. 814279105
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"), Dorsey R. Gardner, a geneal partner of LP
("Gardner") and Timothy G. Caffrey, a geneal partner of LP ("Caffrey"). The
business address of Garnder and LP is P.O. Box 190240, Miami Beach, Florida
33119. The business address of Caffrey is One International Place, Suite 2401,
Boston, Massachusets, 02110. LP was formed on January 14, 1994, and is
authorized to conduct any business which may be legally conducted by a limited
partnerhsip under the laws of Delaware. As of the date hereof, LP's sole
business is securitiees investmenet. During the last five years, neither
Gardner, Caffrey nor LP has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemenaors), nor has Gardner, Caffrey or LP
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Gardner, Caffrey or LP was or is
subject to a judgement, 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.
LP acquired 608,600 Shares effective September 30, 1998, as a result of
the reorganization of Security First Network Bank into the Company (the
"Reorganization") and Gardner acquired 76,500 Shares effective September 30,
1998 as a result of the Reorganization.2 In addition, effective September 30,
1998 Gardner acquired options (the "Options") to purchase 30,000 Shares granted
by the Company to Gardner as a Director. Neither LP or Gardner expended any
funds in the acquisition of the Shares or Options described in the previous two
sentences.
Caffrey became a general partner of LP on January 1, 1999, at which time
he held 3,000 shares of the Company. Caffrey used his personal funds for his
purchase of Shares in the Company. The Company conducted a 2 for 1 stock split
effective May 11, 1999.
Neither LP, Gardner nor Caffrey acquired any Shares of the Company since
their filing of Amendment No. 1 to Schedule 13D on June 7, 1999.
ITEM 4. PURPOSE OF TRANSACTION.
LP, Gardner and Caffrey have acquired their respective shares strictly for
the purpose of equity security investment. Neither Gardner, Caffrey nor LP has
any present plans or proposals which would relate to or result in:
____________________
2 This filing amends information previously provided in the initial Schedule
13D filed electronically with the Commission on October 16, 1998.
<PAGE>
SCHEDULE 13D Page 6 of 9 pages
CUSIP No. 814279105
(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 of 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(i) As of the date of this Statement, LP is the beneficial owner of
1,100,000 Shares (approximately 4.4% of the outstanding Shares of 25,076,292 in
May 1999). 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 160,000
Shares, including options to purchase 60,000 granted by the company to Gardner
as a Director ("Options") (approximately 0.8% of the outstanding Shares of
25,076,292 in May 1999). 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.
(iii) As of the date of this Statement, Caffrey beneficially owns 6,000
Shares (approximately 0.02% of the outstanding Shares of 25,076,292 in May
1999). Except to the extent of his interest as a limited partner in LP, Caffrey
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 Caffrey is the beneficial owner of such Shares.
<PAGE>
SCHEDULE 13D Page 7 of 9 pages
CUSIP No. 814279105
(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
130,000 of the Shares listed in (a)(ii) above and sole investment power with
respect to 60,000 Shares, represented by the Options, reported in (a)(ii) above.
Caffrey has sole voting power with respect to the Shares reported in (a)(iii)
above.
(c)(i) LP has, during the past 60 days, not effected any Share
transactions.
(ii) Gardner has, during the past 60 days, not effected any Share
transactions.
(iii) Caffrey 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
There are no contracts, arrangement, understandings or relationships
(legal or otherwise) between LP, Gardner or Caffrey 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
(b) Power of Attorney
<PAGE>
SCHEDULE 13D Page 8 of 9 pages
CUSIP No. 814279105
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/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
General Partner
/s/ Timothy G. Caffrey
----------------------
Dorsey R. Gardner
By Timothy G. Caffrey, Attorney-in-Fact
/s/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
Date: August 3, 1999
<PAGE>
SCHEDULE 13D
EXHIBIT INDEX
99.1 Joint Filing Agreement
99.2 Power of Attorney
<PAGE>
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
disposition of equity securities of Security First Technologies Corporation by
any of the undersigned.
Date: August 3, 1999
HOLLYBANK INVESTMENTS, LP
By: /s/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
General Partner
/s/ Timothy G. Caffrey
----------------------
Dorsey R. Gardner
By Timothy G. Caffrey, Attorney-in-Fact
/s/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
<PAGE>
EXHIBIT 99.2
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Timothy G. Caffrey, the undersigned's true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned, in each the
undersigned's individual capacity, as a general partner by Hollybank
Investments, LP ("LP") and as a managing member of Thistle Investments
LLC ("LLC"), Schedule 13D and any amendments thereto in accordance
with Section 13(d) of the Securities Exchange Act of 1934 and the
rules thereunder;
(2) do and perform any and all act for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Schedule 13D and any amendments thereto and timely file such form with
the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is LP or LLC assuming, any of the undersigned's responsibilities to comply
with Section 13 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedule 13D and any amendments
thereto with respect to the undersigned's holdings of and transactions in
securities issued by LP and LLC, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 23rd day of June, 1999.
/s/ Dorsey R. Gardner
---------------------
Signature
Dorsey R. Gardner, individually
and as General Partner of Hollybank
Investments, LP and Managing Member of
Thistle Investments LLC
