-----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, VjhBE9egkMhdrclGyB3DQidlVPfUxzxUqyr82ButDdLigylcFXbzLu/k5bCM1Zdv KMnamR0NXiw1VLXenGDg7Q== 0000921530-04-000486.txt : 20040930 0000921530-04-000486.hdr.sgml : 20040930 20040930143510 ACCESSION NUMBER: 0000921530-04-000486 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040930 DATE AS OF CHANGE: 20040930 GROUP MEMBERS: L.E. SMITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL LIFESTYLES GROUP INC CENTRAL INDEX KEY: 0000942650 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 133779546 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49979 FILM NUMBER: 041054990 BUSINESS ADDRESS: STREET 1: 1001 S. CAPITAL OF TEXAS HWY. STREET 2: BUILDING I, SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5126178282 MAIL ADDRESS: STREET 1: 1001 S. CAPITAL OF TEXAS HWY. STREET 2: BUILDING I, SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78746 FORMER COMPANY: FORMER CONFORMED NAME: NORTHGATE INNOVATIONS INC DATE OF NAME CHANGE: 20020401 FORMER COMPANY: FORMER CONFORMED NAME: MCGLEN INTERNET GROUP INC DATE OF NAME CHANGE: 20000417 FORMER COMPANY: FORMER CONFORMED NAME: ADRENALIN INTERACTIVE INC DATE OF NAME CHANGE: 19980603 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH L E CENTRAL INDEX KEY: 0001044871 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 27 NORTH MAIN ST CITY: SPRINGFIELD STATE: TN ZIP: 37172 BUSINESS PHONE: 931.456.2533 MAIL ADDRESS: STREET 1: 210 THURMAN AVENUE STREET 2: SUITE 202B CITY: CROSSVILLE STATE: TN ZIP: 38555 SC 13G/A 1 digital_13ga1-smith.txt AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DIGITAL LIFESTYLES GROUP, INC. (formerly known as Northgate Innovations, Inc.) ----------------------------------------------- (Name of Issuer) Common Stock, par value $0.03 per share --------------------------------------- (Title of Class of Securities) 666428107 --------- (CUSIP Number) September 9, 2004 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(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 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). Continued on following pages Page 1 of 5 Pages SCHEDULE 13G CUSIP No. 666428107 Page 2 of 5 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) L. E. SMITH 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 1,054,515 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,054,515 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,054,515 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 2.8% 12 Type of Reporting Person (See Instructions) IN Page 3 of 5 Pages This Amendment No. 1 to Schedule 13G ("Amendment No. 1") amends and restates the initial statement on Schedule 13G filed with the Securities and Exchange Commission on August 31, 2004 (the "Initial Statement") by the Reporting Person (as defined herein). The Initial Statement is being amended and restated to reflect a decrease in the total issued and outstanding Shares beneficially owned by the Reporting Person, which resulted when the Issuer issued approximately 14,450,859 additional Shares (for an aggregate of 37,647,233 issued and outstanding Shares as of September 15, 2004) in connection with a private placement of its equity securities. This private placement transaction was completed pursuant to a certain Securities Purchase Agreement, dated September 9, 2004, by and among the Issuer (as defined herein) and the purchasers named on the signature pages thereto. Item 1(a) Name of Issuer: Digital Lifestyles Group, Inc. (formerly known as Northgate Innovations, Inc.) (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 1001 S. Capital of Texas Hwy., Building I, Suite 200, Austin, TX 78746. Item 2(a) Name of Person Filing: This statement is filed on behalf of Mr. L. E. Smith ("Mr. Smith," and/or the "Reporting Person") and relates to the Shares (as defined herein) held for the account of the Reporting Person. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of the Reporting Person is 210 Thurman Avenue, Suite 202B, Crossville, TN 38555. Item 2(c) Citizenship: Mr. Smith is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock, par value $.03 per share (the "Shares"). Item 2(e) CUSIP Number: 666428107 Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4 Ownership: Item 4(a) Amount Beneficially Owned: Mr. Smith may be deemed the beneficial owner of 1,054,515 Shares held for his account. Page 4 of 5 Pages Item 4(b) Percent of Class: The number of Shares that Mr. Smith may be deemed to beneficially own constitutes 2.8% of the total number of Shares issued and outstanding as of September 15, 2004. Item 4(c) Number of Shares as to which such person has: (i) Sole power to vote or direct the vote: 1,054,515 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,054,515 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6 Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: This Item 7 is not applicable. Item 8 Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9 Notice of Dissolution of Group: This Item 9 is not applicable. Item 10 Certification: By signing below the Reporting Person certifies that, to the best of such person's knowledge and belief, the securities referred to above 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 1 is true, complete and correct. Date: September 29, 2004 L. E. SMITH /s/ L. E. Smith -------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----