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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
VIDEOLAN TECHNOLOGIES, INC.
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(Name of issuer)
COMMON STOCK, $.01 par value
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(Title of class of securities)
926 919 309 000
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(CUSIP number)
Samuel M. Krieger, Esq., 319 Fifth Avenue, New York, NY 10016
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(Name, address and telephone number of person
authorized to receive notices and communications)
November 24, 1997
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(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 / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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.
(Continued on following pages)
(Page 1 of Pages)
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(1) 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 be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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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CUSIP No. 926 919 309 000 13D Page 2 of Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ ]
WINDWARD ISLAND, LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Gibraltar
NUMBER OF
SHARES 7 SOLE VOTING POWER
19,046,640
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
19,046,640
PERSON WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,046,640
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
14 TYPE OF REPORTING PERSON*
CO Corporation
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. Security and Issuer
VIDEOLAN TECHNOLOGIES, INC.
11403 Bluegrass Parkway
Suite 400
Louisville, KY 40299
Common Stock, $.01 par value
ITEM 2. Identity and background:
Reporting Entity
a. Windward Island, Ltd.
b. 14/14 Divrei Chaim Street, Jerusalem, Israel 94479
c. State of Organization: Gibraltar
d. None
e. None
Name of Executive Officers and Principal Members of Reporting
Entity
a. James David Hassan - Director
b. 50 Town Range, Suite 7B/8B, Gibraltar
c. Financial services. Valmet, 50 Town Range,
Suite 7B/8B, Gibraltar
d. None
e. None
f. United Kingdom
a. Finsbury Corporate Services, Ltd. - Director
b. 50 Town Range, Suite 7B/8B, Gibraltar
c. Financial services
d. None
e. None
f. Gibraltar
ITEM 3. Source and Amount of Funds or Other Consideration
Working capital and conversion of Preferred Stock
ITEM 4. Purpose of Transaction
The Shares deemed to be beneficially owned by the Reporting
Entity were acquired and are being held for investment purposes. The Reporting
Entity has no plan or proposal that related to, or would result in, any of the
actions enumerated in Item 4 of the instructions to Schedule 13D.
ITEM 5. Interest in Securities of Issuer
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a. & b. As of December 2, 1997, the Reporting Entity is deemed
to be the beneficial owner of 19,046,640 Shares of Common Stock. Based on
information available to the Reporting Entity, including information supplied by
the Issuer's Transfer Agent, as of December 2, 1997, there were 84,962,653
Shares outstanding (not all of which were issued as of such date). Therefore the
Reporting Entity is deemed to beneficially own 22.4% of the outstanding Shares.
The Reporting Entity has the power to vote, direct the vote, dispose of or
direct the disposition of all of the Shares that it is deemed to beneficially
own.
c. Prior to November 24, 1997, the Reporting Entity had
acquired Shares of Common Stock by conversion of shares of Preferred Stock which
it held at conversion prices ranging from $0.03 to $0.125 per Share. The terms
of the Preferred Stock were provided in the Certificate of Designation filed as
Exhibit 10.14 to Form 10-QSB, dated November 11, 1996. From time to time, the
Reporting Entity sold certain of those Shares. At no time prior to November 24,
1997 did the Reporting Entity own more than 10% of the then outstanding Shares.
On November 24, 1997, the Reporting Entity acquired an
additional 20,682,400 Shares by conversion of the remaining shares of such
Preferred Stock which it held at a conversion price of $0.03 per Share. At the
date hereof, the Reporting Entity owns no additional shares of Preferred Stock.
In the aggregate, the Reporting Entity acquired 23,594,003
Shares by conversion of the Preferred Stock.
During the period November 10, 1997 through December 2,
1997, the Reporting Entity sold 4,527,363 Shares at prices ranging from $0.0549
to $0.15625 per Share. All such sales were effected through brokers.
d. N/A
e. N/A
None of the directors or officers of the Reporting Entity owns
any Shares of the Issuer.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
ITEM 7. Material to be filed as Exhibits
None
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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.
December 3, 1997
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(Date)
WINDWARD ISLAND, LTD.
By: s/JAMES DAVID HASSAN
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(Signature)
Director
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(Print Name/Title)
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
