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Degeorge Lawrence F · SC 13D/A · Advance Display Technologies Inc · On 1/9/04

Filed On 1/9/04, 12:35pm ET   ·   Accession Number 932384-4-33   ·   SEC File 5-38096

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 1/09/04  Degeorge Lawrence F               SC 13D/A               1:10K  Advance Display Technologies Inc  Davis Graham & S..LLP/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Degeorge                                               5     21K 


Document Table of Contents

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11st Page   -   Filing Submission
3Item 1:. Security and Issuer
"Item 2:. Identity and Background
"Item 3:. Source of Funds or Other Consideration
4Item 4:. Purpose of Transaction
"Item 5:. Interest in Securities of the Issuer
5Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"Item 7:. Material to Be Filed as Exhibits
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11) 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) November 30, 2003 ----------------------------------------------------- (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 _____.
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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) [X] (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: 34,182,509 8 Shared Voting Power: -0- 9 Sole Dispositive Power: 34,182,509 10 Shared Dispositive Power: -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person: 34,182,509 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row (11): 61.5% 14 Type of Reporting Person IN
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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, Jr. 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 November 25, 2003, the Reporting Person entered into three agreements with the Company to (i) purchase 30,000,000 shares of Series D Convertible Preferred Stock for $.0167 per share, which shares are convertible into the Company's Common Stock, (ii) exchange his promissory notes from the Company in the aggregate principal amount and interest of $1,008,985.00 for the Company's Series E Preferred Stock, which is non-voting, non-convertible and not considered to be an "equity security" subject to reporting under Section 16(a), and (iii) (ii) exchange his promissory notes from the Company in the aggregate principal amount and interest of $1,943,901.00 for the Company's Series F Preferred Stock, which is non-voting, non-convertible and not considered to be an "equity security" subject to reporting under Section 16(a). The first closing of the purchase of the Series D took place on November 30, 2003, at which time the Reporting Person purchased 6,000,000 shares, or 20%, of the agreed amount. The remaining 80% of the shares of Series D will be purchased no later than February 4, 2003. The Reporting Person exchanged his promissory notes for the Series E and Series F Preferred Stock on November 30, 2003.
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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. 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 34,182,509 shares of Common Stock of the Company. Mr. DeGeorge's beneficial ownership represents 16.5% 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 34,182,509 shares of Common Stock.
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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 Exhibit 99. 1 Stock Purchase Agreement by and among the Company and the purchasers of the Series D Convertible Preferred Stock, dated November 25, 2003 filed as Exhibit 2.2 to the Company's Form 8-K dated November 30, 2003 and incorporated herein by reference. Exhibit 99.2 Old Debt Exchange Agreement by and among the Company and certain of the Company's lenders, dated November 25, 2003 filed as Exhibit 2.4 to the Company's Form 8-K dated November 30, 2003 and incorporated herein by reference. Exhibit 99.3 New Debt Exchange Agreement by and between the Company and the Reporting Person, dated November 25, 2003 filed as Exhibit 2.5 to the Company's Form 8-K dated November 30, 2003 and incorporated herein by reference. Exhibit 99.4 Shareholders Agreement by and among the Company and the purchasers of the Series D Convertible Preferred Stock, dated November 25, 2003 filed as Exhibit 2.6 to the Company's Form 8-K dated November 30, 2003 and incorporated herein by reference. 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 9, 2004 /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
2/4/033
11/25/0335
11/30/03153, 3/A, 4, 4/A, 8-K, 8-K/A
Filed On / Filed As Of1/9/045SC 13D/A
 
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Filing Submission 0000932384-04-000033   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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