-----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, UT0P7CuTLe9FaCZoZUIR3zNg6bgRhRg1osGSPoUKp2+RjqGVKzKLAbrJN4vdbhSQ xWYnzw0IUKNxXAEqqUBXxA== 0001214305-05-000003.txt : 20050107 0001214305-05-000003.hdr.sgml : 20050107 20050106180830 ACCESSION NUMBER: 0001214305-05-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050107 DATE AS OF CHANGE: 20050106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIASYS CORP CENTRAL INDEX KEY: 0000916380 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 061339248 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58545 FILM NUMBER: 05516659 BUSINESS ADDRESS: STREET 1: 81 WEST MAIN STREET CITY: WATERBURY STATE: CT ZIP: 06702 BUSINESS PHONE: 2037555083 MAIL ADDRESS: STREET 1: 81 WEST MAIN STREET CITY: WATERBURY STATE: CT ZIP: 06702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WINFIELD JOHN V CENTRAL INDEX KEY: 0000935390 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 820 MORAGA DRIVE STREET 2: THE INTERGROUP CORP CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 3108892500 MAIL ADDRESS: STREET 1: THE INTERGROUP CORP STREET 2: 820 MORAGA DRIVE CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13D 1 jw13ddyx.txt SCHEDULE 13D DIASYS CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 DIASYS CORPORATION ------------------------------ Name of Issuer Common Stock, $.001 par value --------------------------------------- (Title of Class of Securities) 252838107 ------------ CUSIP Number Michael G. Zybala Attorney at Law 820 Moraga Drive Los Angeles, California 90049 (310) 889-2500 -------------------------------------------- Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications December 31, 2004 ------------------ 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(e), 13d-1(f) or 13d-1(g), check the following box. [ ] CUSIP No. 252838107 Page 2 of 5 - ----------------------------------------------------------------------------- 1. Name of Reporting Person Tax Identification Number John V. Winfield - ----------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------------------- 4. Source of Funds PF - ----------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization U.S. - ----------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares 2,621,100 Beneficially ----------------------------------- Owned by 8. Shared Voting Power Each Reporting ----------------------------------- Person 9. Sole Dispositive Power With 2,621,100 ----------------------------------- 10. Shared Dispositive Power - ----------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,621,100 Shares of Common Stock - ----------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row 11 13.8% - ----------------------------------------------------------------------------- 14. Type of Reporting Person IN - ----------------------------------------------------------------------------- SCHEDULE 13D OF JOHN V. WINFIELD REGARDING OWNERSHIP OF SECURITIES OF DIASYS CORPORATION Item 1. Security and Issuer ------------------- The class of equity securities to which this Schedule 13D relates is common stock, par value $.001 per share (the "Common Stock"), of DiaSys Corporation, a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 81 West Main Street, Waterbury, CT 06702. Item 2. Identity and Background ----------------------- John V. Winfield's business address is 820 Moraga Drive, Los Angeles, California 90049. Mr. Winfield principal occupation is President, Chief Executive Officer and Chairman of the Board of The InterGroup Corporation, a public company. Mr. Winfield has not been subject to any proceedings requiring disclosure under sections (d) and (e) of this Item. Mr. Winfield is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- Mr. Winfield used personal funds to purchase the shares of Common Stock reported herein. Item 4. Purposes of Transactions. ------------------------ In a private placement transaction that closed on December 31, 2004, Mr. Winfield acquired from Issuer 1,250,000 units (the "Units"), each consisting of (i) one share of Common Stock, and (ii) one Common Stock Purchase Warrant (the "Warrant") entitling the holder to purchase one share of Common Stock at $.50 per share at any time prior to the close of business on December 30, 2007. The aggregate purchase price for the Units was $500,000. Mr. Winfield acquired the securities of Issuer for investment purposes. Mr. Winfield may make additional purchases of the securities of Issuer either in the open market or in privately negotiated transactions depending on an evaluation of the Issuer's business prospects and financial condition, the market for securities, other available investment opportunities, money and other stock market conditions and other future developments. Depending on these factors, Mr. Winfield may decide at any time to sell all or part of his holdings of the Issuer's securities in one or more public or private transactions. -3- Except as set forth in this Schedule 13D, Mr. Winfield does not have any present plan or proposal that relate to or would result in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in the Securities of the Issuer ---------------------------------------- (a) John V. Winfield, as of January 6, 2005, may be deemed to beneficially own for purposes of this Section 13(d) of the Exchange Act: (i) 1,371,100 shares of the Common Stock; and (ii) 1,250,000 shares of Common Stock which may be acquired by exercise of his Warrants. The total of those shares represent approximately 13.8% of the outstanding Common Stock of Issuer, assuming the full exercise of the Warrants for shares of Common Stock. The above percentages were determined based on the Issuer's representations in its latest filing on Form 10-QSB with the Securities and Exchange Commission that it had 16,479,109 shares of Common Stock outstanding as of October 28, 2004, and assuming the issuance of 1,250,000 shares of Common Stock to Mr. Winfield pursuant to his purchase of the Units and assuming the full exercise of his Warrants into shares of Common Stock. (b) John V. Winfield does not share the voting power or disposition power with respect to the Common Stock owned by him. (c) Other than the purchase of the Units discussed above, the following transactions were effected in the Common Stock of Issuer by Mr. Winfield during the past sixty (60) days: Average Price Date Amount per Share Nature of Transaction - -------- ------ ------------- --------------------- 11/30/04 15,000 $0.40 Open Market Purchase 12/13/04 6,300 $0.40 Open Market Purchase 12/17/04 90,000 $0.41 Open market Purchase 12/17/04 200 $0.415 Open Market Sale 12/20/04 10,000 $0.47 Open Market Purchase (d) No person other than Mr. Winfield has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares beneficially owned by him. (e) Inapplicable. -4- Item 6. Contracts, Agreements, Understandings 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 6, 2005 /s/ John V. Winfield ------------------ --------------------------- John V. Winfield -5- -----END PRIVACY-ENHANCED MESSAGE-----