-----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, QIdcXW6F160ZOtI0Qk5FMIO8f6f5vg0HD82PyeZJyTA3HaGM77HlaoNDwMr5QkRi 7M1dHqyZ4OX8MGnpGPC8jw== 0000914233-99-000005.txt : 19990215 0000914233-99-000005.hdr.sgml : 19990215 ACCESSION NUMBER: 0000914233-99-000005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LARSON DAVIS INC CENTRAL INDEX KEY: 0000789851 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 870429944 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-39870 FILM NUMBER: 99536880 BUSINESS ADDRESS: STREET 1: 1681 W 820 N CITY: PROVO STATE: UT ZIP: 84601 BUSINESS PHONE: 8013750177 MAIL ADDRESS: STREET 1: 1681 WEST 820 NORTH STREET 2: 1681 WEST 820 NORTH CITY: PROVO STATE: UT ZIP: 84601 FORMER COMPANY: FORMER CONFORMED NAME: CRITERION VENTURES INC DATE OF NAME CHANGE: 19871126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS LARRY J & DAVIS CHERYL C CENTRAL INDEX KEY: 0000903355 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1681 WEST 820 NORTH CITY: PROVO STATE: UT ZIP: 84601 BUSINESS PHONE: 8013750177 MAIL ADDRESS: STREET 1: 1681 WEST 820 NORTH CITY: PROVO STATE: UT ZIP: 84601 SC 13G/A 1 OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per form . . .14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10) Larson Davis Incorporated (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 517310-10-8 (CUSIP Number) Check the following box if a fee is being paid with the 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.) *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). SCHEDULE 13G CUSIP No. 517310-10-8 Page 2 of 6 Pages 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Larry J. Davis 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/ (b) /__/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION 5 SOLE VOTING POWER *298,093 (Includes options to acquire 190,000 shares) NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 472,162 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON *298,093 (Includes options to acquire 190,000 WITH shares) 8 SHARED DISPOSITIVE POWER 472,162 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON *770,255 (Includes options to acquire 190,000 shares) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) /__/ Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9% 12 TYPE OF REPORTING PERSON (See Instructions) IN *Includes 72,000 shares held of record by reporting person for the benefit of his minor children. Reporting person disclaims beneficial ownership of such shares. CUSIP No. 517310-10-8 Page 3 of 6 Pages 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Cheryl C. Davis 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/ (b) /__/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 472,162 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 472,162 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 472,162 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) /__/ Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.6% 12 TYPE OF REPORTING PERSON (See Instructions) IN Item 1(a) Name of Issuer: Larson Davis Incorporated Item 1(b) Address of Issuer's Principal Executive Offices: 1681 West 820 North Provo, Utah 84601 Item 2(a) Name of Person Filing: Larry J. Davis Cheryl C. Davis Item 2(b) Address of Principal Business Office or, if none, Residence: 1681 West 820 North Provo, Utah 84601 Item 2(c) Citizenship: U.S.A. Item 2(d) Title of Class of Securities: Common Stock, $0.001 par value Item 2(e) CUSIP Number: 517310-10-8 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) /__/ Broker or Dealer registered under Section 15 of the Act (b) /__/ Bank as defined in section 3(a)(6) of the Act (c) /__/ Insurance Company as defined in section 3(a)(19) of the Act (d) /__/ Investment Company registered under section 8 of the Investment Company Act (e) /__/ Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) /__/ Employee Benefit Plan, Pension Fund which is subject to Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) (g) /__/ Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) (h) /__/ Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) Not Applicable Item 4. Ownership: If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned: Larry: *770,255 (Includes options to acquire 190,000 shares) Cheryl: 472,162 (b) Percent of Class: Larry: 5.9% Cheryl: 3.6% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Larry: *298,093 (Includes options to acquire 190,000 shares) Cheryl: 0 (ii) shared power to vote or to direct the vote: Larry: 472,162 Cheryl: 472,162 (iii) sole power to dispose or to direct the disposition of: Larry: *298,093 (Includes options to acquire 190,000 shares) Cheryl: 0 (iv) shared power to dispose or to direct the disposition of: Larry: 472,162 Cheryl: 472,162 Instruction: For computations regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1). Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: /X/ Instruction: Dissolution of a group requires a response to this item. This report is filed to indicate Cheryl C. Davis is no longer the beneficial owner of more than five percent of the class of securities. Mr. Davis remains a five percent owner. Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not Applicable Item 7. Identification and Classification of the Security Which Acquired the Security Being Reported on by the Parent Holding Company If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identification of the relevant subsidiary. Not Applicable *Includes 72,000 shares held of record by reporting person for the benefit of his minor children. Reporting person disclaims beneficial ownership of such shares. Item 8. Identification and Classification of Members of the Group If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member of the group. Not Applicable Item 9. Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not Applicable Item 10. Certification The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b): By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Not Applicable 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. February 12, 1999 /s/ Larry J. Davis Date Signature Larry J. Davis Name/Title February 12, 1999 /s/ Cheryl C. Davis Date Signature Cheryl C. Davis Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or 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 and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----