-----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, QHvA85wHQQLUMslcaD+3W4eTE+E+a8jofzwGechhqXd6jc0AXMdkMZZj3YfMJurr FKzT4Xs4mVSB9xDM2+To1A== 0000898430-01-502194.txt : 20010830 0000898430-01-502194.hdr.sgml : 20010830 ACCESSION NUMBER: 0000898430-01-502194 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010829 GROUP MEMBERS: T. BING BYINGTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMAGEWARE SYSTEMS INC CENTRAL INDEX KEY: 0000941685 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330224167 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61427 FILM NUMBER: 1727270 BUSINESS ADDRESS: STREET 1: 10883 THORNMINT RD STREET 2: 619-673-8600 CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 6196738600 MAIL ADDRESS: STREET 1: 10883 THORNMINT RD CITY: SAN DIEGO STATE: CA ZIP: 92127 FORMER COMPANY: FORMER CONFORMED NAME: IMAGEWARE SOFTWARE INC DATE OF NAME CHANGE: 19991123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TDI CASTLES LLC CENTRAL INDEX KEY: 0001157763 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330809938 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 535 ANTON BLVD STREET 2: STE 400 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 6192473010 MAIL ADDRESS: STREET 1: 535 ANTON BLVD STREET 2: STE 400 CITY: COSTA MESA STATE: CA ZIP: 92626 SC 13G/A 1 dsc13ga.txt AMEND. NO. 1 =============================================================================== ------------------------------- / OMB APPROVAL / ------------------------------- / OMB Number: 3235-0145 / / Expires: October 31, 2002 / / Estimated average burden / / hours per response....14.90 / ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ImageWare Systems, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 45245S207 ------------------------------ (CUSIP Number) August 10, 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: [_] 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 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). =============================================================================== CUSIP NO. 45245S207 --------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). TDI Castles, LLC 330809438 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 California - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 360,833 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 160,001 *[1] OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 360,833 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 10,001 *[1] *[2] - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 520,834 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 9.37% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 00 - ------------------------------------------------------------------------------ *[1] TDI Castles, LLC shares the power to vote or dispose of shares owned by a limited liability company of which it is a member. *[2] Excludes 150,000 shares held in escrow, the release of which is subject to certain restrictions. =============================================================================== CUSIP NO. 45245S207 --------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). T. Bing Byington - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S.A - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 360,833 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 160,001 *[1] OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 360,833 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 10,001 *[1] *[2] - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 520,834 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 9.37% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - ------------------------------------------------------------------------------ *[1] T. Bing Byington is the Managing Member of TDI Castles, LLC. TDI Castles, LLC shares the power to vote or dispose of shares owned by a limited liability company of which it is a member. *[2] Excludes 150,000 shares held in escrow, the release of which is subject to certain restrictions. =============================================================================== Item 1 (a) Name of Issuer ImageWare Systems, Inc. (b) Address of Issuer's Principal Executive Offices 10883 Thormint Rd. SD. CA 92127 Item 2 (a) Name of Person Filing (1) TDI Castles, LLc (2) T. Bing Byington (b) Address of Principal Business Office or, if none, Residence (1) 535 Anton Blvd. Suite 400 Costa Mesa, CA 92626 (2) Same (c) Citizenship (1) California (2) USA (d) Title of Class of Securities Common Stock (e) CUSIP Number 45245S207 Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with (S)240.13d-1(b)(1)(ii)(G); (h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J). Not Applicable Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 520,834 (b) Percent of class: 9.37% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 360,833 (ii) Shared power to vote or to direct the vote 160,001 *[1] (iii) Sole power to dispose or to direct the disposition of 360,833 (iv) Shared power to dispose or to direct the disposition of 10,001 *[1] *[2] Instruction. For computations regarding securities which represent a right to acquire an underlying security see (S)240.13d-3(d)(1). * [1] TDI Castles, LLC shares the power to vote or dispose of shares owned by a limited liability company of which it is a member. * [2] Excludes 150,000 shares held in escrow, the release of which is subject to certain restrictions. 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: [_] Instruction: Dissolution of a group requires a response to this item. =============================================================================== Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item, and if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of the employee benefit plan, pension fund or endowment fund is not required. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Not applicable Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to (S)240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to (S)240.13d-1(c) or (S)240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not applicable Item 9. Notice of Dissolution of a Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not applicable Item 10. Certification By signing below I certify that, to the best of my 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 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 29, 2001 August 29, 2001 - --------------------------------- ---------------------------------- Date TDI Castles LLC /s/ T. Bing Byington - --------------------------------- ---------------------------------- By /s/ T. Bing Byington Signature T. Bing Byington, Managing Member T. Bing Byington ---------------------------------- Name/Title 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 the 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. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S)240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----