-----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, On0Ocr95jgbXsMRCMBDx0FBue4Zz5ZLXR+5w0TcHNyJkx9USYwllx6vtBk57QQq2 QqDEa7D6OD7VFsvpzSZsIw== 0000932799-02-000029.txt : 20020414 0000932799-02-000029.hdr.sgml : 20020414 ACCESSION NUMBER: 0000932799-02-000029 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 GROUP MEMBERS: ALLEN &COMPANY INCORPORATED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AROS CORP CENTRAL INDEX KEY: 0000883697 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 232476415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49089 FILM NUMBER: 02546385 BUSINESS ADDRESS: STREET 1: 1650 TYSONS BLVD CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7038471400 MAIL ADDRESS: STREET 1: 1650 TYSONS BLVD CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: APACHE MEDICAL SYSTEMS INC DATE OF NAME CHANGE: 19960426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN & CO INC/ALLEN HOLDING INC CENTRAL INDEX KEY: 0000904807 IRS NUMBER: 931202428 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 711 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128328300 MAIL ADDRESS: STREET 1: 711 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 aros13g.txt AROS CORP. 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 ) AROS Corporation -------------------------------------------- (Name of Issuer) Common Stock, par value, $.01 per share ---------------------------------------------------- (Title of Class of Securities) 04268Q101 ------------------------ (CUSIP Number) December 31, 2001 ---------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-(c) [ ] Rule 13d-1(d) *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). Page 1 of 5 Pages SCHEDULE 13G - ------------------- -------------------- CUSIP No.04268Q101 Page 2 of 5 Pages - ------------------- -------------------- =========================================================================== 1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Allen & Company Incorporated - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York - --------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 - --------------------------------------------------------------------------- 6 SHARED VOTING POWER 890,107 (Includes 280,000 shares issuable upon exercise of warrants) - --------------------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 0 - --------------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 890,107 (Includes 280,000 shares issuable upon exercise of warrants) - --------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 890,107 (Includes 280,000 shares issuable upon exercise of warrants) - --------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - --------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6% - --------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* BD; CO Page 3 of 5 Pages SCHEDULE 13G Item 1. (a) Name of Issuer: AROS Corporation (b) Address of Issuer's Principal Executive Office: 1160 Hayman Drive. Crownsville, MD 21032 Item 2. Name of Person Filing (a) Name of Person Filing: Allen & Company Incorporated ("ACI") (b) Address of Principal Office: 711 Fifth Avenue New York, New York 10022 (c) Citizenship/Organization: ACI - New York (d) Title Class of Securities: Common Stock, par value, $.01 per share (e) CUSIP Number: 04268Q101 Item 3. If Statement is filed pursuant to Rules 13(d)-1(b) or 13d-2(b), check whether Person Filing is a (a) [X] ACI is a Broker-Dealer registered under Section 15 of the Act. Page 4 of 5 Pages Item 4. Ownership. (a) Amount Beneficially Owned: 890,107 (Includes 280,000 shares issuable upon exercise of warrants) (b) Percent of Class: 9.6% (c) Number of Shares to Which Such Person Has: (i) Sole voting power - 890,107 (ii) Shared voting power - 0 (iii) Sole dispositive power -890,107 (iv) Shared dispositive power - 0 Allen Holding Inc.("AHI"), by virtue of its status as the sole stockholder of ACI, may be deemed to share with ACI the power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock of which is ACI is direct beneficial owner. Mr. Herbert A. Allen, by virtue of his status as a majority stockholder and the President and Chief Executive Officer of AHI and the President and Chief Executive Officer of ACI, may be deemed to share with AHI and ACI the power to vote or direct the vote and dispose or direct the disposition of shares of Common Stock of which each of AHI and ACI is the direct beneficial owner. Mr. Herbert A. Allen disclaims beneficial ownership of the securities reported to be held by AHI and ACI, except to the extent of his pecuniary interest therein. The shares reported in this Schedule 13G exclude shares of the Issuer's Common Stock which may be owned by other officers, directors or employees of AHI or ACI. 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 Members of the Subsidiary Which Acquired the Securities Being Reported on by the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Page 5 of 5 Pages Item 10. Certification. 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 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. Signature: 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: February 14, 2002 ALLEN & COMPANY INCORPORATED /s/ Rosemary Fanelli By:------------------------------------ Name: Rosemary Fanelli Title: Chief Compliance Officer -----END PRIVACY-ENHANCED MESSAGE-----