-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SdJQivQp8AfwmzusbODaQ5iN3bSHI4dLbhHT1232bUzwJdFehNdZEhBKk/7iWERN MV0K9rzlftpjL8au+0Xjng== 0000949608-95-000001.txt : 19950823 0000949608-95-000001.hdr.sgml : 19950823 ACCESSION NUMBER: 0000949608-95-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950822 SROS: NASD 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: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39870 FILM NUMBER: 95565692 BUSINESS ADDRESS: STREET 1: 1681 W 820 NORTH CITY: PROVO STATE: UT ZIP: 84601 BUSINESS PHONE: 8013750177 MAIL ADDRESS: 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: HUBERFELD LAURA CENTRAL INDEX KEY: 0000949608 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 250 LONGWOOD CROSSING CITY: LAWRENCE STATE: NY ZIP: 11559 BUSINESS PHONE: 5163711557 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No.1) Under the Securities Exchange Act of 1934 LARSON-DAVIS INCORPORATED (Name of Issuer) Common Stock, Par Value $.0001 Per Share (Title of Class of Securities) 517310 10 8 (CUSIP Number of Class of Securities) Copy to: Laura Huberfeld Michael B. Solovay, Esq. 250 Longwood Crossing Solovay Marshall & Edlin, P.C. Lawrence, New York 11559 845 Third Avenue New York, New York 10022 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 2, 1995 (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 Statement because of Rule 13d-1(b)(3) or (4), check the following: ___ /___ / Check the following box if a fee is being paid with this Statement: ___ / / Page 1 of 4 There are not any exhibits _________________________________________________________________________ CUSIP No. 517310 10 8 13D Page 2 of 4 Pages _________________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Laura Huberfeld _________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP: ___ (a) /_ _ / ___ (b) / / ______________________________________________________________________________ (3) SEC USE ONLY ______________________________________________________________________________ (4) SOURCE OF FUNDS* PF ______________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ___ / / ______________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S. ______________________________________________________________________________ : (7) SOLE VOTING POWER : 377,708 :___________________________________ NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING POWER OWNED BY EACH REPORTING : 377,708 PERSON WITH :___________________________________ : (9) SOLE DISPOSITIVE POWER : 377,708 :___________________________________ : (10) SHARED DISPOSITIVE POWER : 377,708 ______________________________:_____________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 377,708 ______________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ___ /___ / _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.46% ____________________________________________________________________________ (14) TYPE OF REPORTING PERSON* IN _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This Amendment No. 1 amends and supplements the statement on Schedule 13D (the "Schedule 13D") relating to the common stock, par value $.001 per share ("Common Stock"), of Larson-Davis Incorporated, a Nevada corporation (the "Company") and filed with the Securities and Exchange Commission on behalf of Mrs. Laura Huberfeld. Except as disclosed herein, there has been no change in the information previously reported in the Schedule 13D. Capitalized terms not defined herein shall have the meaning ascribed to them in the Schedule 13D. Item 5. Interest in Securities of the Issuer. On August 2, 1995, Mrs. Huberfeld sold 75,000 shares of the Common Stock for $3-13/16 per share. On August 3, 1995, Mrs. Huberfeld sold (a) 71,077 shares of the Common Stock for $3-7/8 per share and (b) 2,000 shares of the Common Stock for $3-15/16 per share. Each such sale was made on the securities exchange on which the shares of Common Stock are listed for trading. On August 14, 1995, Mrs. Huberfeld exercised each of the First Warrants and thereby acquired 200,104 shares of the Common Stock. On August 14, 1995, Mrs. Huberfeld sold 5,000 shares of the Common Stock for $5-15/16 per share. On August 15, 1995, Mrs. Huberfeld sold 17,500 shares of the Common Stock for $6.00 per share. Each such sale was made on the securities exchange on which the shares of Common Stock are listed for trading. According to the Company's Form 10-QSB for the quarterly period ended March 31, 1995, as of May 10, 1995, the Company had 6,518,469 shares of Common Stock outstanding. As a result of the sale of (a) 148,077 shares of the Common Stock on August 2 and 3, 1995 and (b) 22,500 shares of the Common Stock on August 14 and 15, 1995, Mrs. Huberfeld is the beneficial owner of 377,708 shares of Common Stock or 5.46% of the Company's Common Stock outstanding, which include 177,604 shares of the Common Stock and 200,104 shares of the Common Stock issuable upon the exercise of the Second Warrants owned by Mrs. Huberfeld. Mrs. Huberfeld has the sole power to vote and to dispose of such Common Stock. 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. Dated: August 16, 1995 /s/ Laura Huberfeld Name: Laura Huberfeld Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----