Degeorge Lawrence F – ‘SC 13D/A’ on 1/26/05 re: Advance Display Technologies Inc

On:  Wednesday, 1/26/05, at 5:20pm ET   ·   Accession #:  1144204-5-2394   ·   File #:  5-38096

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           5     21K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
1st Page of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

 Under the Securities Exchange Act of 1934
(Amendment No. 12)

Advance Display Technologies, Inc.
 -------------------------------------------
(Name of Issuer)

 Common Stock, $.001 par value per share
 ---------------------------------------
(Title of Class of Securities)

 007422306 5
 -----------
(CUSIP Number)

 Lawrence F. DeGeorge, 777 South Flagler Drive, Suite 800,
 West Palm Beach, FL 33401
(561) 832-1160
 ---------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

January 11, 2005
 -----------------------------------------------------
 (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 |_| .      

SC 13D/A
2nd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd
CUSIP No.         007422306 5                                                   
--------------------------------------------------------------------------------
1        Name of Reporting Person                                               
S.S. or I.R.S. Identification No. of Above Person             

Lawrence F. DeGeorge                                          
--------------------------------------------------------------------------------
2        Check the Appropriate Box if a Member of a Group                       

(a) |_| (b) |_|                                               
--------------------------------------------------------------------------------

3        SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4        Source of Funds                                                        

PF                                                            
--------------------------------------------------------------------------------
5        Check Box if Disclosure of Legal Proceedings is Required               
         Pursuant to Items 2(d) or 2(e)                                      |_|
--------------------------------------------------------------------------------
6        Citizenship or Place of Organization                                   

United States of America                                      
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               

7        Sole Voting Power:                 20,212,449                          
--------------------------------------------------------------------------------

8        Shared Voting Power:               -0-                                 
--------------------------------------------------------------------------------

9        Sole Dispositive Power:            20,212,449                          
--------------------------------------------------------------------------------

10       Shared Dispositive Power:          -0-                                 
--------------------------------------------------------------------------------

11       Aggregate Amount Beneficially Owned by Each Reporting Person:          

20,212,449                                                    
--------------------------------------------------------------------------------

12       Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  
                                                                         |_|
--------------------------------------------------------------------------------
13       Percent of Class Represented by Amount in Row (11):                    

48.5%                                                         
--------------------------------------------------------------------------------
14       Type of Reporting Person                                               

IN                                                            
--------------------------------------------------------------------------------

SC 13D/A
3rd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
Item 1:       SECURITY AND ISSUER                                               

     This Schedule relates to the acquisition of beneficial ownership of
Common Stock, $.001 par value per share (the "Common Stock") of Advance Display 
Technologies, Inc. (the "Company"), whose principal place of business is located
at 7334 So. Alton Way, Building 14, Suite F, Englewood, CO 80112.               

Item 2:       IDENTITY AND BACKGROUND                                           

a. Name - Lawrence F. DeGeorge.                                                 

b. Address - 777 South Flagler Drive, Suite 800, West Palm Beach, FL 33401.     

c. Occupation -- Mr. DeGeorge is the Chief Executive Officer of LPL Group, Inc.,
LPL Investment Group, Inc., LPL Management Group, Inc. and DeGeorge Holding Ltd.
The principal office of these companies is 777 South Flagler Drive, Suite 800,  
West Palm Beach, FL 33401, and their principal business is investment           
management.                                                                     

d. During the past five years, Mr. DeGeorge has not been convicted in any       
criminal proceeding.                                                            

e. During the past five years, Mr. DeGeorge has not been a party to a civil     
proceeding of a judicial or administrative body of competent jurisdiction       
resulting in a judgment, decree or final order enjoining future violation of,   
prohibiting or mandating activities subject to, federal or state securities     
laws.                                                                           

f. Mr. DeGeorge is a citizen of the United States of America.                   

Item 3:       SOURCE OF FUNDS OR OTHER CONSIDERATION                            

     On January 11, 2005, the Reporting Person entered into a Settlement
Agreement and Release with the Company (the "Agreement"), which (a) releases him
from any obligation to make further payments to the Company on account of his   
prior purchase of 30,000,000 shares of the Company's Series D Convertible       
Preferred Stock (the "Series D Shares") pursuant to a Stock Purchase Agreement  
dated November 25, 2003 (the "SPA"); (b) releases the Company from any          
obligation to return to the Reporting Person any portion of the $175,000 paid by
him to date for the Series D Shares; (c) provides for the Reporting Person to   
retain ownership of 10,491,018 Series D Shares and return the remaining         
19,508,982 Series D Shares to the Company; and (d) releases any other claims the
parties might have against each other or their respective affiliates arising out
of the SPA or the Company's subsequent settlements with Stephen P. Jarchow and  
Paul A. Colichman, the other purchasers of Series D Shares under the SPA and    
with Regent Entertainment Partnership L.P. ("Regent") whereby the Company's     
purchase of Regent Theaters, LLC and Regent Releasing, LLC from Regent was      
rescinded and $75,001 paid to Jarchow, Colichman and Regent. In addition, on    
January 11, 2005, the Company issued a revolving 10% convertible, redeemable    
promissory note for $92,500 (the "Note"), to the Reporting Person. The Notes are
convertible into shares of the Company's Series D Convertible Preferred Stock at
$.0167 per share. The Series D is convertible into the Company's Common Stock at
the same price per share.                                                       

SC 13D/A
4th Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th
Item 4:       PURPOSE OF TRANSACTION                                            

    The beneficial ownership which is the subject of this Schedule was
acquired by Mr. DeGeorge for the purpose of investment. Mr. DeGeorge has no plan
to effect any transaction which would have the effect of, or result in, any of  
the following:                                                                  

a. The acquisition by any person of additional securities of the Company (except
as described in Item 3 above), or the disposition of securities of the Company, 
provided, however, that the Reporting Person may review his investment in the   
Company from time to time and make adjustments in his holdings as he deems      
appropriate;                                                                    

b. An extraordinary corporate transaction, such as a merger, reorganization or  
liquidation, involving the Company or any of its subsidiaries;                  

c. Any sale or transfer of a material amount of assets of the Company or of any 
of its subsidiaries;                                                            

d. Any change in the present board of directors or management of the Company,   
including any plans or proposals to change the number or term 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,  
including but not limited to, if the Company is a registered closed-end         
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the Investment Company Act 
of 1940;                                                                        

g. Changes in the Company's charter, bylaws 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 become eligible for termination  
of registration pursuant to Section 12(g)(4) of the Securities Act of 1934; or  

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

SC 13D/A
Last Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th
Item 5:       INTEREST IN SECURITIES OF THE ISSUER                              

a. As of the date of the filing of this Schedule, Mr. DeGeorge is deemed to     
beneficially own 20,212,449 shares of Common Stock of the Company. Mr.          
DeGeorge's beneficial ownership represents 48.5% of the issued and outstanding  
Common Stock of the Company.                                                    

b. Mr. DeGeorge has the sole power to vote and has sole dispositive right with  
regard to the 20,212,449 shares of Common Stock.                                

c. See Item 3.                                                                  

d. N/A                                                                          

e. N/A                                                                          

Item 6.       CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH     
RESPECT TO SECURITIES OF THE ISSUER                 

See Item 3. In addition, the Reporting Person is a party to a 
shareholders agreement dated November 25, 2003, whereby the Reporting Person may
be restricted from transferring his shares under certain circumstances.         

Item 7:       MATERIAL TO BE FILED AS EXHIBITS                                  

          99.1  Settlement Agreement with Lawrence F. DeGeorge dated January
                  11, 2005 filed as Exhibit 99.1 to the Company's Form 8-K dated
          January 11, 2005 and incorporated by reference herein.

           99.2  Form of Revolving 10% Convertible, Redeemable Promissory Note
                 filed as Exhibit 99.2 to the Company's Form 8-K dated January
  11, 2005 and incorporated by reference herein.

 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, correct and   
complete.                                                                       

Date: January 25, 2005                      /s/Lawrence F. DeGeorge             
                                            ------------------------------------
                            Lawrence F. DeGeorge

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		1/26/05
		1/25/05		5
		1/11/05		1		5			4,  8-K
		11/25/03		3		5
									List all Filings