-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MrJ44lbWBVvmzE8CKLLlZ0DoXaycE8v+wBja4/qbf9yjEIkDc+kaqIZt51WY3ola MP5/C6W13PX/P1KOG6ME/A== 0000912057-96-028639.txt : 19961210 0000912057-96-028639.hdr.sgml : 19961210 ACCESSION NUMBER: 0000912057-96-028639 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961209 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SECURE COMPUTING CORP CENTRAL INDEX KEY: 0001001916 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 521637226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44947 FILM NUMBER: 96677415 BUSINESS ADDRESS: STREET 1: 2675 LONG LAKE RD CITY: ROSEVILLE STATE: MN ZIP: 55113 BUSINESS PHONE: 6126282700 MAIL ADDRESS: STREET 1: 2675 LONG LAKE RD CITY: ROSEVILLE STATE: MN ZIP: 55113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WORKING VENTURES CANADIAN FUND INC CENTRAL INDEX KEY: 0001025705 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2200 NORWEST CENTER STREET 2: 90 SOUTH SEVENTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402-3901 BUSINESS PHONE: 6123363026 SC 13D 1 SCHEDULE 13D OMB APPROVAL -------------------------- UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE Expires: October 31, 1997 COMMISSION Estimated average burden WASHINGTON, D.C. 20549 hours per response 14.90 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _______________)* Secure Computing Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 813705100 - -------------------------------------------------------------------------------- (CUSIP Number) Mark A. Sides Faegre & Benson LLP 2200 Norwest Center 90 South 7th Street Minneapolis, Minnesota 55402 (612)336-3000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 29, 1996 --------------------------------------------- (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 this statement /x/. (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. *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). CUSIP No. 813705100 SCHEDULE 13D Page 2 of 7 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Working Ventures Canadian Fund Inc. No I.R.S. Identification No. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* 00 - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Canada - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 988,068 shares (including right to acquire by Each Reporting 6,250) Person With -------------------------------------------------- (8) Shared Voting Power 0 shares -------------------------------------------------- (9) Sole Dispositive Power 988,068 shares (including right to acquire 6,250) -------------------------------------------------- (10) Shared Dispositive Power 0 shares - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 988,068 shares - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 6.7% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 107 (INCLUDING EXHIBITS) OF THE SCHEDULE,AND THE SIGNATURE ATTESTATION. ITEM 1. SECURITY AND ISSUER The class of security to which this statement relates is the Common Stock, par value $.01 per share, of Secure Computing Corporation. The name and address of the principal executive offices of the issuer of such securities are Secure Computing Corporation, 2675 Long Lake Road, Roseville, Minnesota 55113. ITEM 2. IDENTITY AND BACKGROUND a.) and b.) The names and business addresses of the persons filing this statement are as follows: Working Ventures Canadian Fund Inc. Dr. Lloyd I. Barber 250 Bloor Street East, Suite 1600 c/o President's Office Toronto, Ontario University of Regina CANADA M4W 1E6 Room 514, Administration Humanities Bldg. Regina, Saskatchewan CANADA S4S 0A2 James A. McCambly James Biddle Working Ventures Canadian Fund Inc. 10665-158A Street 250 Bloor Street East, Suite 1600 Surrey, B.C. Toronto, Ontario CANADA V4N 3J1 CANADA M4W 1E6 Ronald A. Begg Andre Chartrand Working Ventures Canadian Fund Inc. International Assoc. of Heat and Frost 250 Bloor Street East, Suite 1600 Insulators and Asbestos Workers Toronto, Ontario 3585 rue Diane CANADA M4W 1E6 Terrebonne, Quebec CANADA J6Y 1A2 Ronald J. Cannata John E. Cole Working Ventures Canadian Fund Inc. International Brotherhood of Electrical 250 Bloor Street East, Suite 1600 Workers Toronto, Ontario 138 Neill Street CANADA M4W 1E6 Fredericton, New Brunswick E3A 2Z6 James W. Hall Dr. Wendy K. Dobson Working Ventures Canadian Fund Centre for International Business 250 Bloor Street East, Suite 1600 Faculty of Management, University of Toronto, Ontario Toronto CANADA M4W 1E6 Joseph L. Rotman Centre for Management 105 St. George Street Toronto, Ontario CANADA M5S 3E6 Julia E. Makepeace A. George Fells Working Ventures Canadian Fund Inc. 35 Nanton Avenue 250 Bloor Street East, Suite 1600 Toronto, Ontario Toronto, Ontario CANADA M4W 2Y8 CANADA M4W 1E6 Michel A. Grenier United Association of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry P.O. Box 220 Aylmer, Quebec CANADA J9H 5E5 3 of 7 Richard C. Albright R. Geoffrey P. Styles International Brotherhood of Royal Bank Plaza Boilermakers, Iron Shipbuilders, South Tower, Suite 3115 Blacksmiths, Forgers and Helpers Toronto, Ontario 17205 - 106A Avenue, Suite 206 CANADA M5J 2J5 Edmonton, Alberta CANADA T5S 1M7 Robert W. Luba Peter E. Verrege Luba Financial Inc. International Union of Elevator 121 King Street West, Suite 2525 Constructors Toronto, Ontario 108 Teal Avenue CANADA M5H 3T9 Stoney Creek, Ontario CANADA L8E 3B4 c.) Working Ventures Canadian Fund Inc. ("Working Ventures"), is a publicly offered venture capital corporation incorporated under the laws of Canada, which is sponsored by the Canadian Federation of Labour, a federation of Canadian labor unions. James A. McCambly, whose address is listed in b. above, is the Chairman and a Director of Working Ventures and is the President of the Canadian Federation of Labour, a federation of Canadian labor unions, whose address is 107 Sparks Street, Suite 300, Ottawa, Ontario, Canada K1P 5B5. Ronald A. Begg is the President and a Director of Working Ventures. Ronald J. Cannata is the Senior Vice-President, Administration and Treasurer of Working Ventures. James W. Hall is the Senior Vice-President, Investments of Working Ventures. Julie E. Makepeace is the Senior-Vice-President, Marketing of Working Ventures. Richard C. Albright, a Director of Working Ventures, is the International Vice-President of the International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers, a labor union, whose address is listed under Mr. Albright's name in b. above. Dr. Lloyd I. Barber, a Director of Working Ventures, is the President Emeritus of the University of Regina, Saskatchewan, Canada, a university, whose address is listed under Mr. Barber's name in b. above. James Biddle, a Director of Working Ventures, is retired. Andre Chartrand, a Director of Working Ventures, is the International Vice-President for Eastern Canada of the Heat & Frost Insulators and Asbestos Workers, a labor union whose address is listed under Mr. Chartrand's name in b. above. John E. Cole, a Director of Working Ventures, is the Business Manager of the International Brotherhood of the Electrical Workers, Local Union 2309, a labor union whose address is listed under Mr. Cole's name in b. above. Dr. Wendy K. Dobson, a Director of Working Ventures, is a Professor and the Director of the Centre for International Business at the University of Toronto, Toronto, Canada, a university whose address is listed under Ms. Dobson's name in b. above. A. George Fells, a Director of Working Ventures, is the President of A. George Fells Consulting Inc., a venture capital and business development consulting firm whose address is listed under Mr. Fells' name in b. above. Michel A. Grenier, a Director of Working Ventures, is the International Representative of the United Association of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and Canada, a labor union whose address is listed under Mr. Grenier's name in b. above. Robert W. Luba, a Director of Working Ventures, is the President of Luba Financial Inc., a merchant bank whose address is listed under Mr. Luba's name in b. above. Geoffrey P. Styles, a Director of Working Ventures, is a corporate director. Peter E. Verrege is the Canadian Representative of the International Union of Elevator Constructors, a labor union whose address is listed under Mr. Verrege's name in b. above. d.) The response to this item is negative for all persons listed above. e.) The response to this item is negative for all persons listed above. f.) Working Ventures is a Canadian corporation. All of the individual persons listed above are citizens of Canada. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The subject shares were acquired by Working Ventures pursuant to an Amalgamation Agreement dated as of August 29, 1996 ("Amalgamation Agreement") by and among Secure Computing Corporation ("Secure"), Edge Acquisition Inc., a wholly owned subsidiary of Secure ("Edge") and Border Network Technologies Inc. ("Border"), and, as contemplated thereby, the merger of Edge with and into Border (the "Merger"). In connection with the Merger, each outstanding share of Border's capital stock was converted into the right to receive 0.50 shares of Secure's Common Stock, par value $0.01 per share. Working Ventures owned shares of Border capital stock prior to the Merger. In addition, Adam Adamou, an employee of Working 4 of 7 Ventures, is a former director of Secure and owns vested options to purchase 6,250 shares of Secure Common Stock, which options are held by Working Ventures and, when exercised, Working Ventures will be the beneficial owner of the shares of Common Stock issued upon such exercise. ITEM 4. PURPOSE OF TRANSACTION Please see explanation set forth above with respect to Item 3 for the purposes of the acquisition of securities of the issuer. The reporting person has no plans or proposals which may relate to or would result in any of the matters described pursuant to the lettered subparagraphs of this item. Accordingly, the answers to Item 4 are as follows: (a) Inapplicable (b) Inapplicable, except for the transaction described in Item 3 above, which was completed on August 29 1996. (c) Inapplicable (d) Inapplicable (e) Inapplicable (f) Inapplicable (g) Inapplicable (h) Inapplicable (i) Inapplicable (j) Inapplicable (k) Inapplicable ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Working Ventures beneficially owns 988,068 shares (including right to acquire 6,250) shares of the Common Stock of Secure, or 6.7% of the outstanding Common Stock of Secure. Adam Adamou, an employee of Working Ventures, is a director of Secure and owns vested options to purchase 6,250 shares of Secure Common Stock, which options are held by Working Ventures and, when exercised, Working Ventures will be the beneficial owner of the shares of Common Stock issued upon such exercise. (b) Working Ventures has the sole power to vote and the sole dispositive power over 988,068 shares of Common Stock of Secure. (c) The only transaction in the Common Stock of Secure that was effected by all reporting persons during the past sixty days is the transaction described in Item 3 above. (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, the subject securities. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. 5 of 7 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. 6 of 7 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. Date: December 2, 1996. Signature WORKING VENTURES CANADIAN FUND INC. By /s/ Susan M. Silma ------------------------------------- Its General Counsel and Secretary ------------------------------- 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----