Edelson Technology Partners III LP, et al. – ‘SC 13D’ on 3/16/00 re: Soligen Technologies Inc

On:  Thursday, 3/16/00   ·   Accession #:  950117-0-632   ·   File #:  5-50967

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Edelson Technology Partners Iii, L.P. SC 13D           6     26K 

Document Table of Contents

SC 13D
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                                                       -------------------------
                                                        OMB APPROVAL
                                                       -------------------------
                       UNITED STATES               OMB Number: 3235-0145
               SECURITIES AND EXCHANGE COMMISSION      Expires: October 31, 1994
                     WASHINGTON, D.C. 20549           Estimated average burden
                                                      hours per form.....14.90
                                                       -------------------------

SCHEDULE 13D

 UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.____)*

SOLIGEN TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, no par value
--------------------------------------------------------------------------------
(Title of Class of Securities)

834236109 
------------------------------------------------------------
(CUSIP Number)

Harry Edelson, Edelson Technology Partners III, L.P.
300 Tice Boulevard, Woodcliff Lake, NJ 07675 (201) 930-9898 
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive
 Notices and Communications)

March 7, 2000 
------------------------------------------------------------
 (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(b)(3) or (4), check the following box [ ].       

Check the following box if a fee is being paid with the statement[ ]. (A fee is 
not required only if the reporting person: (1) has a previous statement on file 
reporting beneficial ownership of more than five percent of the class of        
securities described in Item 1; and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-7.)                                                               

NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).                                                                         

SC 13D
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SCHEDULE 13D

---------------------                                        -------------------
CUSIP No. 834236109                                            Page 2 of 6 Pages
---------------------                                        -------------------

--------------------------------------------------------------------------------
1  NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   

EDELSON TECHNOLOGY PARTNERS III, L.P.                           
TAX ID# 22-3256000                                              
--------------------------------------------------------------------------------
  2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                (a)  [X]
                                                                      (b)  [ ]

--------------------------------------------------------------------------------
3  SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS*                                                       
WC                                                              
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED               
     PURSUANT TO ITEMS 2(d) or 2(e)                                        [ ]

--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION                                   

DE                                                                  
--------------------------------------------------------------------------------
7    SOLE VOTING POWER                
NUMBER OF                                                                   
   SHARES                 ------------------------------------------------------
BENEFICIALLY         8    SHARED VOTING POWER                                   
OWNED BY                1,660,000 shares                                    
    EACH                  ------------------------------------------------------
PERSON            9    SOLE DISPOSITIVE POWER                             
WITH                                                                    
                          ------------------------------------------------------
10    SHARED DISPOSITIVE POWER          
1,660,000 shares            
--------------------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            
1,660,000 shares                                                    

--------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT 1N ROW (11) EXCLUDES CERTAIN SHARES* [ ]

--------------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      

4.68%                                                               
--------------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON*                                               
PN                                                                  

--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! 
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.  

SC 13D
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SCHEDULE 13D

---------------------                                        -------------------
CUSIP No. 834236109                                            Page 3 of 6 Pages
---------------------                                        -------------------

--------------------------------------------------------------------------------
1  NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   

EDELSON TECHNOLOGY ASSOCIATES III, L.P.                         
TAX ID# 22-3257334                                              
--------------------------------------------------------------------------------
  2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                (a)  [X]
                                                                      (b)  [ ]

--------------------------------------------------------------------------------
3  SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS*                                                       
WC                                                              
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED               
     PURSUANT TO ITEMS 2(d) or 2(e)                                        [ ]

--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION                                   

DE                                                                  
--------------------------------------------------------------------------------
7    SOLE VOTING POWER                
NUMBER OF                                                                   
   SHARES                 ------------------------------------------------------
BENEFICIALLY         8    SHARED VOTING POWER                                   
OWNED BY                1,660,000 shares                                    
    EACH                  ------------------------------------------------------
PERSON            9    SOLE DISPOSITIVE POWER                             
WITH                                                                    
                          ------------------------------------------------------
10    SHARED DISPOSITIVE POWER          
1,660,000 shares            
--------------------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            
1,660,000 shares                                                    

--------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT 1N ROW (11) EXCLUDES CERTAIN SHARES* [ ]

--------------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      

4.68%                                                               
--------------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON*                                               
PN                                                                  

--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! 
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.  

SC 13D
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                                                               Page 4 of 6 Pages

     This Statement constitutes a Statement on Schedule 13D (the "Original
Statement") filed by Edelson Technology Partners III, L.P., a Delaware limited  
partnership ("Partnership III") and Edelson Technology Associates III, L.P., a  
Delaware limited partnership ("ETA III") with respect to shares of Common Stock,
no par value (the "Common Stock"), of Soligen Technologies, Inc.                

  Item 1. Security and Issuer. This Statement relates to the sale of
shares of Common Stock, no par value, of Soligen Technologies, Inc., a Wyoming  
corporation (the "Company"). The principal executive offices of the Company are 
located at 19048 Londelius Street, Northridge, CA 91324.                        

       Item 2. Identity and Background. (a) The name of the person filing this
Statement is Edelson Technology Partners III, L.P., a Delaware limited          
partnership. Edelson Technology Associates III, L.P. ("ETA III") is the sole    
general partner of Partnership III. Harry Edelson ("Edelson") is the sole       
general partner of ETA III.                                                     

      (b) The address of the principal office of Partnership III and ETA III
is 300 Tice Boulevard, Woodcliff Lake, NJ 07675. The address of Edelson is c/o  
Edelson Technology Partners III, L.P., 300 Tice Boulevard, Woodcliff Lake, NJ   
07675.                                                                          

    (c) Partnership III is an investment partnership organized under the
laws of the State of Delaware. ETA III is a limited partnership organized under 
the laws of the State of Delaware. The present principal employment of Edelson  
is service as general partner of ETA III.                                       

       (d) Neither Partnership III, ETA III nor, to the best of its knowledge,
Edelson, has been convicted in any criminal proceeding during the last five     
years (excluding traffic violations or similar misdemeanors.)                   

        (e) During the last five years, neither Partnership III, ETA III nor, to
the best of its knowledge, Edelson, has been a party to a civil proceeding of a 
judicial or administrative body of competent jurisdiction as a result of which  
any such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.    

      (f) Not applicable to Partnership III or ETA III. Edelson is a citizen
of the United States of America.                                                

     Item 3. Source and Amount of Funds or Other Consideration. All of the
funds originally used by Partnership III to purchase the Securities were        
provided from partnership funds. It is expected that the source of funds to be  
used by Partnership III for the purchase, if any, of shares of Common Stock     
and/or Warrants subsequent to the date hereof will be                           

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partnership funds.  No part of the purchase price is or will be represented by  
borrowings.                                                                     

Item 4. Purpose of Transaction. Partnership III sold the stated 
Securities and subsequent to the date hereof may acquire and/or sell additional 
shares of Common Stock and/or Warrants directly or indirectly in open-market or 
privately negotiated transactions, depending upon its evaluation of the         
performance and prospects of the Company, and upon other developments and       
circumstances, including, but not limited to, general economic and business     
conditions and stock market conditions. Partnership III and ETA III do not have 
any present plans or proposals which relate to or would result in any of the    
following:                                                                      

 (a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;                         

(b) Any extraordinary corporate transaction, such as a merger,  
reorganization or liquidation, involving the Company;                           

     (c) A sale or transfer of a material amount of assets of the Company;

     (d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number of terms of      
directors or to fill any existing vacancies on the board;                       

        (e) Any material change in the present capitalization or dividend policy
of the Company;                                                                 

    (f) Any other material change in the Company's business or corporate
structure;                                                                      

(g) Changes in the Company's charter, by-laws or instruments    
corresponding thereto or other actions which may impede the acquisition of      
control of the Company by any person;                                           

      (h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an    
inter-dealer quotation system of a registered national securities association;  

     (i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities      
Exchange Act of 1934; or                                                        

(j) Any action similar to any of those enumerated above.        

Item 5.  Interest in Securities of the Issuer.                  

   (a) As of the date hereof, the aggregate number of shares of Common
Stock owned beneficially by Partnership III and ETA III is 1,660,000 shares,    
which constitutes                                                               

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approximately 4.68% of the issued and outstanding shares of Common Stock of the 
Company. The foregoing calculation of percentage ownership is based upon        
information as to the issued and outstanding shares of Common Stock of the      
Company as reported in the Company's December 1999 financials.                  

  (b) Partnership III and ETA III have shared voting, investment and
disposition power as to the Securities. Except for the Securities, insofar as is
known to Partnership III and ETA III, none of the persons named or referred to  
in response to Item 2 hereof owns any shares of Common Stock or Warrants.       

      (c) During the months of February 2000 and March 2000, Partnership III
and ETA III sold a total of 740,000 shares through the Nasdaq exchange at an    
average price of $.40 p/s. This transaction reflected a 2% change of ownership. 

(d) Not Applicable.                                             

(e) Not Applicable.                                             

     Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of Issuer. There are no contracts, arrangements,          
understandings or relationships (legal or otherwise) among the persons named in 
Item 2 and between such persons and any person with respect to the securities of
the Company, including, but not limited to, transfer or voting of any of the    
securities, finder's fees, joint ventures, loan or option arrangements, puts or 
calls, guarantees of profits, division of profits or loss, or the giving or     
withholding of proxies.                                                         

Item 7.  Not Applicable.                                        

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.                                                                        

March 10, 2000                                                                  

                               EDELSON TECHNOLOGY ASSOCIATES III, L.P.
                             EDELSON TECHNOLOGY PARTNERS III, L.P.

                    BY:        /s/ Harry Edelson
                                       -----------------------------------------
                                   Harry Edelson
                                     General Partner

Dates Referenced Herein   and   Documents Incorporated by Reference

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