UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
n-Vision, Inc.
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(Name of Issuer)
Common Stock ($.01 par value)
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(Title of Class of Securities)
62944R307
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(CUSIP Number)
Christopher J. Lewis, 7680 Old Springhouse Road, Madison Bldg., First Floor
McLean, Virginia 22102; (703) 506-8808
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(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
March 29, 1999
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(Date of Event which Requires Filing of Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-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 the
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).
SEC 1746
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CUSIP NO. 62944R 30 7 13D Page 2 of 5 Pages
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1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
DELMAR J. LEWIS
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b)
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3) SEC USE ONLY
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4) SOURCE OF FUNDS (See Instructions)
PF
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7) SOLE VOTING POWER
NUMBER OF
SHARES 1,013,812
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8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 100,000
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9) SOLE DISPOSITIVE POWER
EACH
1,013,812
REPORTING ---------------------------------------------------
10) SHARED DISPOSITIVE POWER
PERSON
WITH 100,000
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,113,812
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.9%
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14) TYPE OF REPORTING PERSON (See Instructions)
IN
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SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934
Introduction
ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, $.01 par value ("Common
Stock"), of n-Vision, Inc. (the "Issuer"). The principal executive offices of
the Issuer are located at 7680 Old Springhouse Road, Madison Bldg., First Floor,
McLean, Virginia 22102.
ITEM 2. IDENTITY AND BACKGROUND
(A) This Statement is filed by Delmar J. Lewis (the "Reporting Person").
(B) Mr. Lewis' address is 770 Potomac River Road, McLean, Virginia
22102.
(C) Mr. Lewis is the Chairman of the Board of Directors and Chief
Executive Officer of the Issuer. Mr. Lewis is also Chairman of the Board and
Chief Executive Officer of Advanced Technology Systems, Inc. located at 7915
Jones Branch Drive, McLean, Virginia 22102.
(D) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(E) During the last five years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction nor was or is he as a result of such proceeding 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) Mr. Lewis is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In September 1998, the Reporting Person purchased 50,000 shares of
Common Stock in open market transactions using personal funds. The Reporting
Person used personal funds in an aggregate amount of $126,831 to purchase
253,662 shares of Common Stock in a privately negotiated transaction on March
29, 1999.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the Common Stock by the Reporting
Person is to acquire and maintain an equity interest in the Issuer for
investment purposes. The Reporting Person, may, from time to time, increase,
reduce or dispose of its investment in the Issuer, depending on general economic
conditions, economic conditions in the markets in which the Issuer operates, the
market price of the
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Common Stock of the Issuer, the availability of funds, borrowing costs, other
opportunities available to the Reporting Person, the strategic value of the
investment to the Reporting Person and other considerations.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(A) The Reporting Person is the beneficial owner of 1,113,812 shares of
Common Stock of the Issuer. This holding represents approximately 41.9% of the
total of 2,656,719 shares of Common Stock currently outstanding according to the
Issuer's annual report on Form 10-KSB for the year ended December 31, 1998 filed
on March 31, 1999 ("Issuer 10-KSB").
(B) The Reporting Person has the sole power to vote or direct the vote,
or dispose or direct the disposition of 1,013,812 shares of Common Stock. The
Reporting Person shares with Claude H. Rumsey, Jr. the power to vote or direct
the vote, or dispose or direct the disposition of, an additional 100,000 shares
of Common Stock owned by Advanced Technology Systems, Inc.
Claude H. Rumsey, Jr. resides at 10721 Meadwood Drive in McLean,
Virginia. Mr. Rumsey is a Director of the Issuer and also Executive Vice
President and a Director of Advanced Technology Systems, Inc. located at 7915
Jones Branch Drive, McLean, Virginia 22102.
During the last five years, Mr. Rumsey has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Rumsey has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction nor
was or is he as a result of such proceeding 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.
Mr. Rumsey is a citizen of the United States.
(C) Except as disclosed above in response to Item 3, there have been no
transactions in shares of Common Stock by the Reporting Person within the past
sixty days.
(D) The Reporting Person has the right to receive and the power to
direct receipt of dividends from the shares of Common Stock of the Issuer that
it holds.
(E) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURES
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.
April 8, 1999 /s/ DELMAR J. LEWIS
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Delmar J. Lewis
