-----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, JQU/vDzLrPhS25X9QPMPEx4Fa3VmUnJ7UmQ3C7wQaOHaQQTPa6RNdrHr3i86Niqh 1L/hEkAJIaRgo0+IJmVtwA== 0001019687-99-000034.txt : 19990128 0001019687-99-000034.hdr.sgml : 19990128 ACCESSION NUMBER: 0001019687-99-000034 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990127 GROUP MEMBERS: IDANTA PARTNERS LTD GROUP MEMBERS: JONATHAN HUBERMAN GROUP MEMBERS: THE DUNN FAMILY TRUST, DAVID J. DUNN, TRUSTEE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HI/FN INC CENTRAL INDEX KEY: 0001065246 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330732700 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-55125 FILM NUMBER: 99513534 BUSINESS ADDRESS: STREET 1: 2105 HAMILTON AVE STREET 2: STE 230 CITY: SAN JOSE STATE: CA ZIP: 95125 BUSINESS PHONE: 4085588066 MAIL ADDRESS: STREET 1: 2105 HAMILTON AVE STREET 2: STE 230 CITY: SAN JOSE STATE: CA ZIP: 95125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IDANTA PARTNERS LTD CENTRAL INDEX KEY: 0001025857 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 952743760 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4660 LAJOLLA VILLAGE DR STREET 2: STE 850 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 6194529690 MAIL ADDRESS: STREET 1: 4660 LAJOLLA VILLAGE DR STREET 2: STE 850 CITY: SAN DIEGO STATE: CA ZIP: 92122 SC 13G 1 SCHEDULE 13G FOR JANUARY 1999 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _)1 HI/FN, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.001 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title and Class of Securities) 428358105 - -------------------------------------------------------------------------------- (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) 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 the disclosures provided in a prior cover page. The information required in 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 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). Page 1 of 9 CUSIP NO. 428358105 FORM 13G Page 2 of 9 ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) IDANTA PARTNERS LTD. ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS, UNITED STATES OF AMERICA ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 440,287 (1) _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY None _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 440,287 (1) _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH None ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,287 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8% (2) ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) As exercised by its general partners, The Dunn Family Trust, David J. Dunn, Trustee, and Jonathan Huberman. (2) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 6,483,000 shares of the Stock outstanding. CUSIP NO. 428358105 FORM 13G Page 3 of 9 ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) THE DUNN FAMILY TRUST, DAVID J. DUNN, TRUSTEE ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 89,088 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 440,287 (1) _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 89,088 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH 440,287 (1) ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 529,375 (2) ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% (3) ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* OO (GRANTOR TRUST FOR INDIVIDUAL) ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Solely in his capacity as Trustee of The Dunn Family Trust, a general partner of Idanta Partners Ltd. (2) By virtue of (1) and his individual ownership of 89,088 shares of the Stock. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 6,483,000 shares of the Stock outstanding. CUSIP NO. 428358105 FORM 13G Page 4 of 9 ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) JONATHAN HUBERMAN ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES NONE _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 440,287 (1) _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING NONE _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH 440,287 (1) ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,287 (1) ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8% (2) ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Solely in his capacity as a general partner of Idanta Partners Ltd. (2) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 6,483,000 shares of the Stock outstanding. CUSIP NO. 428358105 FORM 13G Page 5 of 9 ITEM 1(a) NAME OF ISSUER. The name of the Issuer is Hi/fn, Inc. (the "Issuer"). ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. The principal executive offices of the Issuer are located at 750 University Avenue, Los Gatos, CA 95032. ITEM 2(a) NAMES OF PERSONS FILING. Pursuant to Rule 13d-1(c) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this report on Schedule 13G on behalf of Idanta Partners Ltd., a Texas limited partnership ("IPL"), David J. Dunn ("DJD"), Trustee of The Dunn Family Trust ("DFT"), a general partner of IPL, and Jonathan Huberman, a general partner of IPL ("JH"). IPL, DJD, DFT and JH are sometimes hereinafter referred to as the "Reporting Persons." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. ITEM 2(b)&(c) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE; CITIZENSHIP. 1) Idanta Partners Ltd. IPL is a Texas limited partnership. The principal business address of IPL, which also serves as its principal office, is 4660 La Jolla Village Drive, Suite 850, San Diego, CA 92122. 2) David J. Dunn, Trustee of The Dunn Family Trust, a grantor trust DJD is a citizen of the United States of America. DJD's principal business address is 4660 La Jolla Village Drive, Suite 850, San Diego, CA 92122. DFT is a California grantor trust. DFT's principal business address is 4660 La Jolla Village Drive, Suite 850, San Diego, CA 92122. 3) Jonathan Huberman, general partner of IPL JH is a citizen of the United States of America. JH's principal business address is 4660 La Jolla Village Drive, Suite 850, San Diego, CA 92122. CUSIP NO. 428358105 FORM 13G Page 6 of 9 ITEM 2(d) TITLE OF CLASS OF SECURITIES. This Schedule 13G Statement relates to the Common Stock, $.001 par value per share, of the Issuer (the "Stock"). ITEM 2(e) CUSIP NUMBER. The CUSIP Number of the Stock is 428358105. ITEM 3 FILING PURSUANT TO RULE 13d-1(c). This Schedule 13G statement is being filed pursuant to Rule 13d-1(c). ITEM 4 OWNERSHIP. (a)-(b) 1) IPL The aggregate number of shares of the Stock that IPL owns beneficially, pursuant to Rule 13d-3 of the Act, is 440,287, which constitutes approximately 6.8% of the outstanding shares of the Stock. 2) DJD Because of his position as Trustee of DFT, a general partner of IPL, and because of DFT's ownership of 89,088 shares of the Stock, DJD may, pursuant to Rule 13d-3 of the Act, be deemed to be beneficial owner of 529,375 shares in the aggregate, which constitutes approximately 8.2% of the outstanding shares of the Stock. 3) JH Because of his position as a general partner of IPL, JH may, pursuant to Rule 13d-3 of the Act, be deemed to be beneficial owner of 440,287 shares in the aggregate, which constitutes approximately 6.8% of the outstanding shares of the Stock. CUSIP NO. 428358105 FORM 13G Page 7 of 9 (c) 1) IPL Acting through its general partners, IPL has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 440,287 shares of the Stock. 2) DJD In his capacity as Trustee of DFT, a general partner of IPL, DJD has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 440,287 shares of the Stock. DJD shares such power with JH. DJD also has the sole power to vote or direct the vote and to dispose or to direct the disposition of 89,088 shares of the Stock owned by DFT. 3) JH In his capacity as a general partner of IPL, JH has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 440,287 shares of the Stock. JH shares such power with DJD. ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. This Schedule 13G Statement is being filed on behalf of each of the Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1). The agreement required by Rule 13d-1(k)(1) is attached hereto as Exhibit A. ITEM 9 NOTICE OF DISSOLUTION OF GROUP. Not applicable. CUSIP NO. 428358105 FORM 13G Page 8 of 9 ITEM 10 CERTIFICATION. By signing below, each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 27, 1999 IDANTA PARTNERS LTD. a Texas limited partnership By: /s/ Jonathan Humberman ------------------------------------ Jonathan Huberman, General Partner THE DUNN FAMILY TRUST By: /s/ David J. Dunn ------------------------------------ David J. Dunn, Trustee /s/ Jonathan Huberman - --------------------------------------- Jonathan Huberman CUSIP NO. 428358105 FORM 13G Page 9 of 9 EXHIBIT "A" Pursuant to Rule 13d-1(k)(1) of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of them in the capacities set forth below. IDANTA PARTNERS LTD. a Texas limited partnership By: /s/ Jonathan Huberman ------------------------------------ Jonathan Huberman, General Partner THE DUNN FAMILY TRUST By: /s/ David J. Dunn ------------------------------------ David J. Dunn, Trustee /s/ Jonathan Huberman - --------------------------------------- Jonathan Huberman -----END PRIVACY-ENHANCED MESSAGE-----