UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
SECURITY FIRST TECHNOLOGIES CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
814279105
(CUSIP Number)
HOLLYBANK INVESTMENT, LP
P.O. BOX 190290
MIAMI BEACH, FLORIDA 33119
--------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
NOVEMBER 11, 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 parties to this Schedule 13D ceased to be deemed beneficial owners of
more than 5% of the Shares effective upon the date of the Acquisition (defined
in Item 3) November 11, 1999.
<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 Investment, 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 8 SHARED VOTING POWER
REPORTING
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)
2.9%
- --------------------------------------------------------------------------------
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
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Thistle Investment LLC
- --------------------------------------------------------------------------------
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 18,368
OWNED BY
------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH None
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
18,368
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,368
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
( )
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*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
Dorsey R. Gardner
- --------------------------------------------------------------------------------
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 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH
------------------------------------------------------------------
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)
.5%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
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy G. Caffrey
- --------------------------------------------------------------------------------
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 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH
------------------------------------------------------------------
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)
less than 0.1%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 6 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 Investment, LP, a Delaware
limited Partnership ("LP"), Thistle Investment LLC, a Delaware limited liability
company ("LLC"), Dorsey R. Gardner, a geneal partner of LP and manging member of
LLC ("Gardner") and Timothy G. Caffrey, a geneal partner of LP and manging
member of LLC ("Caffrey"). The business address of Garnder, LP and LLC 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. LLC was formed as
of January 21, 1999 and is authorized to conduct any business which may be
legally conducted by a limited liabilty company under the laws of Delaware. As
of the date hereof, the sole business of each LP and LLC is securities
investment. During the last five years, neither Gardner, Caffrey, LP nor LLC has
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemenaors), nor has Gardner, Caffrey, LP or LLC been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which Gardner, Caffrey, LP or LLC 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.
LLC acquired 18,368 Shares effective November 11, 1999, as a result of the
acquisition of Edify Corporation by the Company (the "Acquisition").2 LLC
received .330969 Shares for each share of Edify Corporation pursuant to the
Acquisition effective November 11, 1999. LLC expended no funds (other than Edify
Corporation shares) in the acquisition of the Shares described in the previous
two sentences.
ITEM 4. PURPOSE OF TRANSACTION.
LP, LLC, Gardner and Caffrey have acquired their respective shares
strictly for the purpose of equity security investment. Neither Gardner,
Caffrey, LP nor LLC has any present plans or proposals which would relate to or
result in:
- ------------------------------------
2 The parties to this Schedule 13D ceased to be deemed beneficial owners of more
than 5% of the Shares effective upon the date of the Acquisition, November 11,
1999.
<PAGE>
SCHEDULE 13D Page 7 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 2.9% of the outstanding Shares of 37,600,000 in
November 1999). Gardner and Caffrey, as general partners of LP and managing
members of LLC, may be deemed to beneficially own Shares beneficially owned by
LP and LLC, respectively. Except to the extent of his interest as a limited
partner in LP and member of LLC, Gardner and Caffrey expressly disclaims such
beneficial ownership and the filing of this statement shall not be construed as
an admission that Gardner or Caffrey is the beneficial owner of the Shares owned
by LP or LLC and covered by this Statement.
(ii) As of the date of this Statement, LLC is the beneficial owner of
18,368 Shares (approximately .04% of the outstanding Shares of 37,600,000 in
November 1999). Gardner and Caffrey, as general partners of LP and managing
members of LLC, may be deemed to beneficially own Shares beneficially owned by
LP and LLC, respectively. Except to the extent of his interest as a limited
partner in LP and member of LLC, Gardner and Caffrey expressly disclaims such
beneficial ownership and the filing of this statement shall not be construed as
an admission that Gardner or Caffrey is the beneficial owner of the Shares owned
by LP or LLC and covered by this Statement.
<PAGE>
SCHEDULE 13D Page 8 of 9 pages
CUSIP No. 814279105
(iii) As of the date of this Statement, Gardner beneficially owns 190,000
Shares, including options to purchase 60,000 granted by the company to Gardner
as a Director ("Options") (approximately 0.5% of the outstanding Shares of
37,600,000 in November 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.
(iv) As of the date of this Statement, Caffrey beneficially owns 6,000
Shares (approximately 0.02% of the outstanding Shares of 37,600,000 in November
1999). Except to the extent of his interest as a limited partner in LP and
member of LLC, 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.
(b) LP has sole voting power and sole investment power with respect to the
Shares reported in (a)(i) above. LLC has sole voting power and sole investment
power with respect to the Shares reported in (a)(ii) above. Gardner has sole
voting power with respect to 130,000 of the Shares listed in (a)(iii) above and
sole investment power with respect to 60,000 Shares, represented by the Options,
reported in (a)(iii) above. Caffrey has sole voting power with respect to the
Shares reported in (a)(iv) above.
(c)(i) LP has, during the past 60 days, not effected any Share
transactions.
(ii) Other than the transactions described in Item 3, LLC has, during the
past 60 days, not effected any Share transactions.
(iii) Gardner has, during the past 60 days, not effected any Share
transactions.
(iv) 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.
(e) The reporting parties to this Schedule 13D ceased to be deemed
beneficial owners of more than 5% of the Shares upon the date of the
Acquisition, November 11, 1999.
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, LLC, 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.
<PAGE>
SCHEDULE 13D Page 9 of 9 pages
CUSIP No. 814279105
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. Incorporated by reference to Amendment No. 2 to
Schedule 13D filed electronically with the Securities and Exchange Commission on
August 3, 1999 (Acession No. 0000898432-99-000828).
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
THISTLE INVESTMENT LLC
By: /s/ Timothy G. Caffrey
-----------------------
Timothy G. Caffrey
Managing Member
DORSEY R. GARDNER
By: /s/ Timothy G. Caffrey
-----------------------
Timothy G. Caffrey, attorney-in-fact
By: /s/ Timothy G. Caffrey
-----------------------
Timothy G. Caffrey
Date: November 24, 1999
<PAGE>
SCHEDULE 13D
EXHIBIT INDEX
99.1 Joint Filing Agreement
99.2 Power of Attorney. Incorporated by reference to Amendment No. 2 to
Schedule 13D filed electronically with the Securities and Exchange
Commission on August 3, 1999 (Acession No. 0000898432-99-000828).
<PAGE>
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
disposition of equity securities of Security First Technologies Corporation by
any of the undersigned.
Date: November 24, 1999
HOLLYBANK INVESTMENT, LP
By: /s/ Timothy G. Caffrey
----------------------
Timothy G. Caffrey
General Partner
THISTLE INVESTMENT, LLC
By: /s/ Timothy G. Caffrey
-----------------------
Timothy G. Caffrey
Managing Member
DORSEY R. GARDNER
By: /s/ Timothy G. Caffrey
-----------------------
Timothy G. Caffrey, attorney-in-fact
By: /s/ Timothy G. Caffrey
-----------------------
Timothy G. Caffrey
