-----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, GT6fDeY15n19fMbKM5YA+6y1YF/ScLQLoSTXFkyCDCitkRB8aK9f9i9Ryaw/S8ie Zv+Pg6TgDHYuhp6rXIznmw== 0000895755-97-000013.txt : 19970222 0000895755-97-000013.hdr.sgml : 19970222 ACCESSION NUMBER: 0000895755-97-000013 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARI L CO INC CENTRAL INDEX KEY: 0000917173 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 060678347 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44019 FILM NUMBER: 97531657 BUSINESS ADDRESS: STREET 1: 11101 E 51ST AVE CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033711560 MAIL ADDRESS: STREET 1: 11101 EAST 51ST AVENUE CITY: DENVER STATE: CO ZIP: 80239 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHERMAN DAVID G CENTRAL INDEX KEY: 0000939347 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: VARI L CO INC STREET 2: 11101 EAST 51ST AVE CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033711560 MAIL ADDRESS: STREET 1: VARI L CO INC STREET 2: 11101 EAST 51ST AVE CITY: DENVER STATE: CO SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Vari-L Company, Inc. (Name of Issuer) Common Stock, $.01 par value) (Title of Class of Securities) 922150 10 7 (CUSIP Number) 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person David G. Sherman 2) Check the Appropriate Box if a Member of a Group* (a) (b) 3) SEC USE ONLY 4) Citizenship or Place of Organization U.S. Number of Shares 5) Sole Voting Power 211,030 Beneficially Owned 6) Shared Voting Power 0 By Each Reporting 7) Sole Dispositive Power 211,030 Person With 8) Shared Dispositive Power 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person 211,030 10) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 11) Percent of Class Represented by Amount in Row (11) 5.3% 12) Type of Reporting Person IN AMENDMENT NO. 2 TO SCHEDULE 13G FOR DAVID G. SHERMAN Item 1(a) Name of Issuer: Vari-L Company, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 11101 East 51st Avenue, Denver, Colorado 80239 Item 2(a) Name of Person Filing: David G. Sherman Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Mr. Sherman is 11101 East 51st Avenue, Denver, Colorado 80239 Item 2(c) Citizenship: Mr. Sherman is a United States Citizen. Item 2(d) Title of Class of Securities: Common Stock, $.01 par value. Item 2(e) CUSIP Number: 922150-10-7 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 Securities Exchange Act of 1934 (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 of 1940. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) of the Act. (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G) of the Act. (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H) of the Act. Not applicable. Item 4 Ownership. (a) Amount Beneficially Owned: Mr. Sherman is the sole beneficial owner of 211,030 shares of Common Stock as of December 31, 1996. Includes 142,500 shares issuable to Mr. Sherman upon the exercise of outstanding stock options exercisable on December 31, 1996, or within 60 days thereafter. (b) Percent of Class: 5.3% (based on the 3,805,838 shares of Common Stock reported to be outstanding on September 30, 1996 in the Vari-L Company, Inc. Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 1996 and 11,866 additional shares issued effective December 31, 1996.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 211,030 shares. (ii) shared power to vote or to direct the vote: -0- shares. (iii) sole power to dispose or to direct the disposition of: 211,030 shares. (iv) shared power to dispose or to direct the disposition of: -0- shares. 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 the Subsidiary Which Acquired the Security 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. Item 10 Certification. Not applicable. Not filed pursuant to Rule 13d-1(b). 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: 2-13-97 /s/David G. Sherman David G. Sherman APPENDIX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Vari-L Company, Inc. (Name of Issuer) Common Stock, $.01 par value) (Title of Class of Securities) 922150 10 7 (CUSIP Number) 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person David G. Sherman 2) Check the Appropriate Box if a Member of a Group* Not Applicable (a) (b) 3) SEC USE ONLY 4) Citizenship or Place of Organization U.S. Number of Shares 5) Sole Voting Power 164,780 Beneficially Owned 6) Shared Voting Power 0 By Each Reporting 7) Sole Dispositive Power 164,780 Person With 8) Shared Dispositive Power 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person 164,780 10) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable 11) Percent of Class Represented by Amount in Row (11) 6.5% 12) Type of Reporting Person IN SCHEDULE 13G FOR DAVID G. SHERMAN Item 1(a) Name of Issuer: Vari-L Company, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 11101 East 51st Avenue, Denver, Colorado 80239 Item 2(a) Name of Person Filing: David G. Sherman Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Mr. Sherman is 11101 East 51st Avenue, Denver, Colorado 80239 Item 2(c) Citizenship: Mr. Sherman is a United States Citizen. Item 2(d) Title of Class of Securities: Common Stock, $.01 par value. Item 2(e) CUSIP Number: 922150-10-7 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 Securities Exchange Act of 1934 (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 of 1940. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) of the Act. (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G) of the Act. (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H) of the Act. Not applicable. Item 4 Ownership. (a) Amount Beneficially Owned: Mr. Sherman is the sole beneficial owner of 164,780 shares of Common Stock as of December 31, 1994. Includes 96,250 shares issuable to Mr. Sherman upon the exercise of outstanding stock options exercisable on December 31, 1994, or within 60 days thereafter. Certain shares beneficially owned by Mr. Sherman have been deposited in an escrow account pursuant to an agreement with the Underwriter for the Issuer's initial public offering. These shares will be held in escrow until certain performance criteria are met or until April 19, 2000. (b) Percent of Class: 6.5% (based on the 2,424,007 shares of Common Stock reported to be outstanding on September 30, 1994 in the Vari-L Company, Inc. Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 1994.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 164,780 shares. (ii) shared power to vote or to direct the vote: -0- shares. (iii) sole power to dispose or to direct the disposition of: 164,780 shares. (iv) shared power to dispose or to direct the disposition of: -0- shares. 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 the Subsidiary Which Acquired the Security 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. Item 10 Certification. Not applicable. Not filed pursuant to Rule 13d-1(b). 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: 2/13/95 /s/ David G. Sherman David G. Sherman APPENDIX UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Vari-L Company, Inc. (Name of Issuer) Common Stock, $.01 par value) (Title of Class of Securities) 922150 10 7 (CUSIP Number) 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person David G. Sherman 2) Check the Appropriate Box if a Member of a Group* Not Applicable (a) (b) 3) SEC USE ONLY 4) Citizenship or Place of Organization U.S. Number of Shares 5) Sole Voting Power 177,280 Beneficially Owned 6) Shared Voting Power 0 By Each Reporting 7) Sole Dispositive Power 177,280 Person With 8) Shared Dispositive Power 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person 177,280 10) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable 11) Percent of Class Represented by Amount in Row (11) 4.9% 12) Type of Reporting Person IN AMENDMENT NO. 1 TO SCHEDULE 13G FOR DAVID G. SHERMAN Item 1(a) Name of Issuer: Vari-L Company, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 11101 East 51st Avenue, Denver, Colorado 80239 Item 2(a) Name of Person Filing: David G. Sherman Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Mr. Sherman is 11101 East 51st Avenue, Denver, Colorado 80239 Item 2(c) Citizenship: Mr. Sherman is a United States Citizen. Item 2(d) Title of Class of Securities: Common Stock, $.01 par value. Item 2(e) CUSIP Number: 922150-10-7 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 Securities Exchange Act of 1934 (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 of 1940. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) of the Act. (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G) of the Act. (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H) of the Act. Not applicable. Item 4 Ownership. (a) Amount Beneficially Owned: Mr. Sherman is the sole beneficial owner of 177,280 shares of Common Stock as of December 31, 1995. Includes 108,750 shares issuable to Mr. Sherman upon the exercise of outstanding stock options exercisable on December 31, 1995, or within 60 days thereafter. (b) Percent of Class: 4.9% (based on the 3,544,977 shares of Common Stock reported to be outstanding on September 30, 1995 in the Vari-L Company, Inc. Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 1995.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 177,280 shares. (ii) shared power to vote or to direct the vote: -0- shares. (iii) sole power to dispose or to direct the disposition of: 177,280 shares. (iv) shared power to dispose or to direct the disposition of: -0- shares. Item 5 Ownership of Five Percent or Less of a Class. As of the date hereof, Mr. Sherman is the beneficial owner of 196,030 shares (5.2%) pursuant to the grant to him of additional stock options on January 1, 1996. Item 6 Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security 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. Item 10 Certification. Not applicable. Not filed pursuant to Rule 13d-1(b). 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: January 25, 1996 /s/ David G. Sherman David G. Sherman -----END PRIVACY-ENHANCED MESSAGE-----