-----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, O5N+nO9KuHQJ4ZgQYS26SIsz25ojMNv2zYFM4yQF5nq4qQIY09gU0D/v+GUbEZn1 8tmMHkmI+NoVukOfnsxYrg== 0000938395-97-000009.txt : 19970414 0000938395-97-000009.hdr.sgml : 19970414 ACCESSION NUMBER: 0000938395-97-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970411 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATAKEY INC CENTRAL INDEX KEY: 0000704914 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 411291472 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35977 FILM NUMBER: 97578760 BUSINESS ADDRESS: STREET 1: 407 W TRAVELERS TRAIL CITY: BURNSVILLE STATE: MN ZIP: 55337 BUSINESS PHONE: 6128906850 MAIL ADDRESS: STREET 1: 407 WEST TRAVELERS TRAIL CITY: BURNSVILLE STATE: MN ZIP: 55337 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST EQUITY PARTNERS V CENTRAL INDEX KEY: 0000938395 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2800 PIPER JAFFRAY TOWER STREET 2: 222 SOUTH NINTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6126671651 MAIL ADDRESS: STREET 1: SIXTH AND MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479-1026 SC 13D 1 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 DataKey, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 237909 10 6 (CUSIP Number) Mary E. Schaffner Robert J. Kaukol Norwest Corporation Norwest Center Sixth and Marquette Minneapolis, MN 55479 (612) 667-0628 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 31, 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 of which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or 94), 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 filing 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 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 ("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). SCHEDULE 13D CUSIP NO. 237909 10 6 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norwest Equity Partners V Tax Identification No. 41-1799874 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not applicable (see Item 5(c)) 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (7) SOLE VOTING POWER SHARES 640,516(1)(2) BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 640,516(1)(2) PERSON (10) SHARED DISPOSITIVE POWER WITH 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 640,516(1)(2) 12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.1% 14) TYPE OF REPORTING PERSON PN ______________________ (1) Consists of the total number of shares of common stock of DataKey, Inc. held of record by all reporting persons. The respective number of shares, if any, held of record by each reporting person is set forth in Item 5 of this statement. (2) Includes 150,000 shares issuable upon conversion of convertible preferred stock. SCHEDULE 13D CUSIP NO. 237909 10 6 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Itasca Partners V Tax Identification No. 41-1799877 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not applicable (see Item 5(c)) 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (7) SOLE VOTING POWER SHARES 640,516(1)(2) BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 640,516(1)(2) PERSON (10) SHARED DISPOSITIVE POWER WITH 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 640,516(1)(2) 12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.1% 14) TYPE OF REPORTING PERSON PN ______________________ (1) Consists of the total number of shares of common stock of Datakey, Inc. held of record by all reporting persons. The respective number of shares, if any, held of record by each reporting person is set forth in Item 5 of this statement. (2) Includes 150,000 shares issuable upon conversion of convertible preferred stock. SCHEDULE 13D CUSIP NO. 237909 10 6 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel J. Haggerty Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not applicable (see Item 5(c)) 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF (7) SOLE VOTING POWER SHARES 640,516(1)(2) BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 640,516(1)(2) PERSON (10) SHARED DISPOSITIVE POWER WITH 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 640,516(1)(2) 12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.1% 14) TYPE OF REPORTING PERSON IN ______________________ (1) Consists of the total number of shares of common stock of DataKey, Inc. held of record by all reporting persons. The respective number of shares, if any, held of record by each reporting person is set forth in Item 5 of this statement. (2) Includes 150,000 shares issuable upon conversion of convertible preferred stock. SCHEDULE 13D CUSIP NO. 237909 10 6 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John E. Lindahl Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not applicable (see Item 5(c)) 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF (7) SOLE VOTING POWER SHARES 640,516(1)(2) BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 640,516(1)(2) PERSON (10) SHARED DISPOSITIVE POWER WITH 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 640,516(1)(2) 12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.1% 14) TYPE OF REPORTING PERSON IN ______________________ (1) Consists of the total number of shares of common stock of DataKey, Inc. held of record by all reporting persons. The respective number of shares, if any, held of record by each reporting person is set forth in Item 5 of this statement. (2) Includes 150,000 shares issuable upon conversion of convertible preferred stock. SCHEDULE 13D CUSIP NO. 237909 10 6 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George J. Still, Jr. Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3) SEC USE ONLY 4) SOURCE OF FUNDS Not applicable (see Item 5(c)) 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF (7) SOLE VOTING POWER SHARES 640,516(1)(2) BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH (9) SOLE DISPOSITIVE POWER REPORTING 640,516(1)(2) PERSON (10) SHARED DISPOSITIVE POWER WITH 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 640,516(1)(2) 12) CHECK BOX IF THE AGGREATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.1% 14) TYPE OF REPORTING PERSON IN ______________________ (1) Consists of the total number of shares of common stock of DataKey, Inc. held of record by all reporting persons. The respective number of shares, if any, held of record by each reporting person is set forth in Item 5 of this statement. (2) Includes 150,000 shares issuable upon conversion of convertible preferred stock. ITEM 1. SECURITY AND ISSUER. This Statement relates to the common stock, par value $.05 per share of DataKey, Inc., whose executive offices are located at 407 West Travelers Trail, Burnsville, MN 55337. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) This statement is filed by the entities and persons listed below: Norwest Equity Partners V Itasca Partners V Daniel J. Haggerty John E. Lindahl George J. Still, Jr. Norwest Equity Partners V is a Minnesota limited partnership, of which Itasca Partners V is the general partner. Itasca Partners V is also a Minnesota limited partnership, of which Messrs. Haggerty, Lindahl and Still are the general partners. Mr. Haggerty is the President and CEO of Norwest Venture Capital, Inc. Messrs. Lindahl and Still are Vice Presidents of Norwest Venture Capital, Inc. The address of Norwest Venture Capital, Inc. is 2800 Piper Jaffray Tower, 222 South Ninth Street, Minneapolis, MN 55479-3388. (d) During the last five years, none of the persons listed above has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the persons listed above has been a party to a civil proceeding of a judicial oradministrative body of competent jurisdiction as a result of which he, she or it was or is 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 violations with respect to such laws. (f) Each of the entities listed above was organized under the laws of the state of Minnesota. Each of the natural persons listed above is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The shares of common stock that are the subject of this statement are held of record by Norwest Equity Partners V. See Item 5(c). ITEM 4. PURPOSE OF TRANSACTION. The shares of common stock that are the subject of this statement are held of record by Norwest Equity Partners V. Norwest Equity Partners V is holding the shares for investment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) All reporting persons, as a group, may be deemed to beneficially own an aggregate of 640,516 shares of common stock. Norwest Equity Partners V is the record holder of all 640,516 shares. Messrs. Haggerty, Lindahl and Still may be deemed to beneficially own 640,516 shares by reason of their affiliation with Norwest Equity Partners V. See Item 2 for information concerning this affiliation. (b) Norwest Equity Partners V has sole voting and sole disposition power of the shares of common stock held of record by it. (c) During the 60 days preceding the filing of this statement, there have been no transactions in the common stock that were effected by any reporting person. On January 31, 1997, as the result of a merger of Norwest Growth Fund, Inc. (NGF) and Norwest Limited, Inc. (NLI), ownership of 640,516 shares of DataKey, Inc. was transferred from NGF to NLI. On January 31, 1997, NLI transferred the 640,516 shares of DataKey, Inc. to Norwest Equity Partners V as a capital contribution. (d) With the exception of the persons who are the holders of record of the shares of Common Stock listed above, 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 shares of Common Stock beneficially owned by the reporting persons. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete, and correct. Date: April 9, 1997 NORWEST EQUITY PARTNERS V By: Itasca Partners V Its: General Partner By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty, a general partner ITASCA PARTNERS V By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty, a general partner DANIEL J. HAGGERTY By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty JOHN E. LINDAHL By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for John E. Lindahl GEORGE J. STILL, JR. By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for George J. Still, Jr. AGREEMENT The undersigned hereby agree that the statement on Schedule 13D to which this Agreement is attached, together with any amendments thereto, shall be filed by Norwest Equity Partners V, Itasca Partners V, Daniel J. Haggerty, John E. Lindahl and George J. Still, Jr. Dated: April 9, 1997 NORWEST EQUITY PARTNERS V By: Itasca Partners V Its: General Partner By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty, a general partner ITASCA PARTNERS V By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty, a general partner DANIEL J. HAGGERTY By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for Daniel J. Haggerty JOHN E. LINDAHL By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for John E. Lindahl GEORGE J. STILL, JR. By: /s/ John P. Whaley John P. Whaley, Attorney-in-Fact for George J. Still 11 -----END PRIVACY-ENHANCED MESSAGE-----