-----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, OQ34/9Wg2n0hfVpMnSu4nB6c4JRZv//sVfO2tbaBfaxjRhlP486C5P7qQZqrR623 kQeh3dtsSRJ3csFVPbz+ZA== 0000910647-97-000267.txt : 19971203 0000910647-97-000267.hdr.sgml : 19971203 ACCESSION NUMBER: 0000910647-97-000267 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971201 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATAMARINE INTERNATIONAL INC CENTRAL INDEX KEY: 0000027075 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 042454559 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-30299 FILM NUMBER: 97730834 BUSINESS ADDRESS: STREET 1: 7030 220 TH SW CITY: MOUNTLAKE TERRACE STATE: WA ZIP: 98043 BUSINESS PHONE: 2067712182 MAIL ADDRESS: STREET 1: 53 PORTSIDE DR CITY: POCASSET STATE: MA ZIP: 02559-1900 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKEL STEPHEN CENTRAL INDEX KEY: 0001049036 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 909 VIA MIRADA CITY: PALOS VERDES ESTATES STATE: CA ZIP: 90274 MAIL ADDRESS: STREET 1: 909 VIA MIRADA CITY: PALOS VERDES ESTATES STATE: CA ZIP: 90274 SC 13D 1 BODY OF THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* DATAMARINE INTERNATIONAL, INC. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 238045108 - ------------------------------------------------------------------------------- (CUSIP Number) David C. Thompson Datamarine International, Inc., 7030 - 220th Street S.W., Mountlake Terrace, WA 98043; Tel: (425) 771-2182 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 10, 1997 - ------------------------------------------------------------------------------- (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. [ ] (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) - ------------------------------------------------------------------------------- * 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. 238045108 13D Page 2 of 4 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON STEPHEN W. FRANKEL ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES 66,820 shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 66,820 PERSON 10 SHARED DISPOSITIVE POWER WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,820 shares (including warrants allowing the purchase of 2,520 common shares.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 4 Pages Item 1. Security and Issuer. This Schedule 13D relates to the $.01 par value Common Stock (the "Common Stock") of Datamarine International, Inc., a Massachusetts corporation (the "Issuer"). The Company's principal executive offices are located at 7030 - 220th Street S.W., Mountlake Terrace, WA 98043. Item 2. Identity and Background. a) Stephen W. Frankel b) 909 Via Mirada, Palos Verdes Estates CA 90274 c) Self employed, Private Investor, same address as above d) None e) None f) United States Item 3. Source and Amount of Funds or Other Consideration During the period from March 26, 1996 through July 23, 1997 Stephen W. Frankel acquired 57,900 shares of Common Stock of the Issuer in open market transactions at prices from $6.00 - $10.75 per share. The aggregate purchase price was $523,087.50. On July 31, 1997 Stephen W. Frankel acquired 2,100 shares of Common Stock of the Issuer in open market transactions for $6.25 per share. The aggregate purchase price was $13,125. On September 10, 1997 Stephen W. Frankel received 2,520 $0.10 Common Stock Warrants of the Issuer in connection with a subordinated short term loan to the Issuer. Each Common Stock Warrant allows the holder to immediately acquire one share of Common Stock of the Issuer. On October 10, 1997 Stephen W. Frankel acquired 4,300 shares of Common Stock of the Issuer in open market transactions for $4.375 per share. The aggregate purchase price was $18,812.50. The source of funds for all transactions was cash paid by Stephen W. Frankel from working capital, no funds borrowed. Item 4. Purpose of Transaction. The purpose of all the transactions reported hereunder was to acquire the Common Stock of Issuer solely for investment purposes. Stephen W. Frankel does not have any current plans or proposals that relate to or would result in any of the actions or occurrences described in Items 4(a) - 4(j) of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Stephen W. Frankel is the record owner of 64,300 shares of the Issuer's Common Stock and 2,520 currently exercisable $0.10 Common Stock Warrants which allow him to purchase 2,520 shares of Common Stock, representing 5.1% of the Issuer's issued and outstanding Common Stock. Page 3 of 4 Pages Stephen W. Frankel's adult children own 7,500 shares of the Issuer's Common Stock. All such shares were directly acquired by them in open market transactions. Stephen W. Frankel disclaims beneficial ownership of all shares owned by his children. (b) Stephen W. Frankel has sole power to vote or to dispose of 64,300 shares of Common Stock and 2,520 Common Stock Warrants. (c) During the past 60 days, the following transactions were effected: (i) On September 10, 1997 Stephen W. Frankel was granted 2,520 $0.10 Common Stock Warrants of the Issuer in connection with a subordinated short term loan to the Issuer. Each Common Stock Warrant allows the holder to immediately acquire one share of Common Stock of the Issuer (ii) On October 10, 1997 Stephen W. Frankel acquired 4,300 shares of Common Stock of the Issuer in open market transactions for $4.375 per share. The aggregate purchase price was $18,812.50. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. None. Signature After reasonable inquiry and to best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 19, 1997 /s/ STEPHEN W. FRANKEL --------------------------------------- STEPHEN W. FRANKEL Page 3 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----