-----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, HMvCZXPdkqYzddSSKcaPNTGD4Huvx00hMs6/03AOSPDGaa+9CfFCBxVa20gFqOR/ wvQ13BVCM1+rEaDd2rFSPQ== 0000950134-04-012685.txt : 20040823 0000950134-04-012685.hdr.sgml : 20040823 20040823164047 ACCESSION NUMBER: 0000950134-04-012685 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040823 DATE AS OF CHANGE: 20040823 GROUP MEMBERS: DOUGLAS FAMILY TRUST GROUP MEMBERS: JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST GROUP MEMBERS: JAMES E DOUGLAS III FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOUGLAS KEVIN CENTRAL INDEX KEY: 0001132859 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4040 CIVIC CENTER DRIVE CITY: SAN RAFAEL STATE: CA ZIP: 94903 MAIL ADDRESS: STREET 1: 4040 CIVIC CENTER DRIVE CITY: SAN RAFAEL STATE: CA ZIP: 94903 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELERITEK INC/CA CENTRAL INDEX KEY: 0000919583 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057484 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48009 FILM NUMBER: 04992268 BUSINESS ADDRESS: STREET 1: 3236 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089865060 MAIL ADDRESS: STREET 1: 3236 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 SC 13D/A 1 f01434a2sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

CELERITEK, INC.


(Name of Issuer)

Common Stock


(Title of Class of Securities)

150926103


(Cusip Number)

Scott M. Porter
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, CA 94105
(415) 773-4500


(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 18, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

 


 

             
CUSIP No. 150926103 Page 2 of 7

  1. Name of Reporting Person:
Kevin Douglas (1)
I.R.S. Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x Joint Filing (see Item 5(a)-(b) of the original Schedule 13D filed by the Reporting Persons hereunder)

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
OO

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

  6. Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-

8. Shared Voting Power:
233,248

9. Sole Dispositive Power:
-0-

10.Shared Dispositive Power:
353,400

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
353,400

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
2.7%(2)

  14.Type of Reporting Person (See Instructions):
IN

(1)   Kevin Douglas and his wife, Michelle Douglas, hold 125,768 shares both directly and jointly.
 
(2)   Calculated based on 12,855,962 shares of Celeritek, Inc.’s Common Stock outstanding as of July 25, 2004, as reported in its quarterly report on Form 10-Q for the quarter ended June 30, 2004 and filed with the Securities and Exchange Commission on August 11, 2004.


 

             
CUSIP No. 150926103 Page 3 of 7

  1. Name of Reporting Person:
James E. Douglas, III
I.R.S. Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x Joint Filing (see Item 5(a)-(b) of the original Schedule 13D filed by the Reporting Persons hereunder)

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
OO

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

  6. Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
7,340

8. Shared Voting Power:
-0-

9. Sole Dispositive Power:
-0-

10.Shared Dispositive Power:
7,340

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
353,400

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
2.7%(1)

  14.Type of Reporting Person (See Instructions):
IN

(1)   Calculated based on 12,855,962 shares of Celeritek, Inc.’s Common Stock outstanding as of July 25, 2004, as reported in its quarterly report on Form 10-Q for the quarter ended June 30, 2004 and filed with the Securities and Exchange Commission on August 11, 2004.


 

             
CUSIP No. 150926103 Page 4 of 7

  1. Name of Reporting Person:
Douglas Family Trust (1)
I.R.S. Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x Joint Filing (see Item 5(a)-(b) of the original Schedule 13D filed by the Reporting Persons hereunder)

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
OO

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

  6. Citizenship or Place of Organization:
California

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
112,812

8. Shared Voting Power:
-0-

9. Sole Dispositive Power:
-0-

10.Shared Dispositive Power:
112,812

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
353,400

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
2.7%(2)

  14.Type of Reporting Person (See Instructions):
OO

(1)   James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee.
 
(2)   Calculated based on 12,855,962 shares of Celeritek, Inc.’s Common Stock outstanding as of July 25, 2004, as reported in its quarterly report on Form 10-Q for the quarter ended June 30, 2004 and filed with the Securities and Exchange Commission on August 11, 2004.


 

             
CUSIP No. 150926103 Page 5 of 7

  1. Name of Reporting Person:
James Douglas and Jean Douglas Irrevocable Descendants' Trust (1)
I.R.S. Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x Joint Filing (see Item 5(a)-(b) of the original Schedule 13D filed by the Reporting Persons hereunder)

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
OO

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

  6. Citizenship or Place of Organization:
California

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
107,480

8. Shared Voting Power:
-0-

9. Sole Dispositive Power:
107,480

10.Shared Dispositive Power:
-0-

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
353,400

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
2.7%(2)

  14.Type of Reporting Person (See Instructions):
OO

(1)   Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee.
 
(2)   Calculated based on 12,855,962 shares of Celeritek, Inc.’s Common Stock outstanding as of July 25, 2004, as reported in its quarterly report on Form 10-Q for the quarter ended June 30, 2004 and filed with the Securities and Exchange Commission on August 11, 2004.


 

Page 6 of 7

Item 4. Purpose of Transaction

     Item 4 of Amendment No. 1 to the original Schedule 13D filed by the Reporting Persons hereunder is hereby amended to reflect that as of August 18, 2004, Kevin Douglas has no further agreements or commitments related to his agreement on February 27, 2003 to participate in the Celeritek Shareholder Protective Committee (the “Committee”). Further, Kevin Douglas, James E. Douglas, III, the Douglas Family Trust and the James Douglas and Jean Douglas Irrevocable Descendants’ Trust (individually, a “Reporting Person” and, collectively, the “Reporting Persons”) have no present intention to acquire additional shares of Celeritek stock in open market or private transactions and do not intend to influence the activities of Celeritek or its Board of Directors.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     Item 6 of Amendment No. 1 to the original Schedule 13D filed by the Reporting Persons hereunder is hereby amended to reflect that as of August 18, 2004, Kevin Douglas has no further agreements or commitments related to a letter agreement dated March 11, 2003, with the other members of the Committee relating to certain governance and management matters of the issuer. A copy of the letter agreement is attached as Exhibit E to Amendment No. 1 to the original Schedule 13D filed by the Reporting Persons hereunder.

I-1


 

Page 7 of 7

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.

                 
    Date: August 20, 2004   *Kevin Douglas
       
 
            Kevin Douglas
 
               
    Date: August 20, 2004   *James E. Douglas
       
 
            James E. Douglas, III
 
               
    Date: August 20, 2004   DOUGLAS FAMILY TRUST
 
               
          By:   *James E. Douglas, Jr.
             
 
              James E. Douglas, Jr.
          Title:   Trustee
 
               
          By:   *Jean A. Douglas
             
 
              Jean A. Douglas
          Title:   Trustee
 
               
    Date: August 20, 2004   JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS’ TRUST
 
               
          By:   *Kevin Douglas
             
 
              Kevin Douglas
          Title:   Trustee
 
               
          By:   *Michele Douglas
             
 
              Michelle Douglas
          Title:   Trustee
 
               
*By:
  /s/ Tim McGaw            
 
 
           
  Tim McGaw
Attorney-in-fact
           

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this 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.

Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).

* Executed pursuant to the Power of Attorney filed as Exhibit I to the Schedule 13D filed with the SEC by the Reporting Persons hereunder on April 1, 2003 and incorporated herein by this reference.

 

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