General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 9 29K
2: EX-1 Promissory Note, Dated December 1, 1999 4 14K
3: EX-2 Stock Purchase Agreement Dated December 1, 1999 10 33K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INTEVAC, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
461148-AA6
(CUSIP Number)
John Chapin
Kaiser Aerospace & Electronics Corporation
950 Tower Lane, Suite 800
Foster City, CA 94404
650-349-7400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 1, 1999
(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 Sections 240.13-1(e), 240.13d-(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
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).
CUSIP No. 461148-AA6 SCHEDULE 13D Page 2 of 9 Pages
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
H.J. Smead I.R.S. Identification No: 537-18-5232
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
N/A
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(6) Citizenship or Place of Organization
UNITED STATES OF AMERICA
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(7) Sole Voting Power
Number of 2,517,218
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by N/A
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 2,517,218
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(10) Shared Dispositive Power
N/A
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,517,218
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
21.5%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 461148-AA6 SCHEDULE 13D Page 3 of 9 Pages
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Edward Durbin I.R.S. Identification No. 081-24-6531
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
N/A
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
UNITED STATES OF AMERICA
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(7) Sole Voting Power
Number of 363,310
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by N/A
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 363,310
--------------------------------------------------------
(10) Shared Dispositive Power
N/A
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
363,310
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
3.1%
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(14) Type of Reporting Person*
IN
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CUSIP No. 461148-AA6 SCHEDULE 13D Page 4 of 9 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to the
Common Stock of Intevac, Inc., a California corporation
("Intevac" or "Issuer"). The principal executive offices of
Intevac are located at 3550 Bassett Street, Santa Clara,
California 95954.
ITEM 2 IDENTITY AND BACKGROUND.
The name of the corporation filing this statement is Foster City
LLC, a California limited liability company ("Foster City").
Foster City is a holding company for various investments. The
address of Foster City's principal business is 950 Tower Lane,
Suite 800, Foster City, CA 94404. The address of Foster City's
executive offices is the same as the address of its principal
business.
Doctor H. J. Smead and Edward Durbin are each managing members of
Foster City. H. J. Smead and Edward Durbin's principal employment
is with Kaiser Aerospace & Electronics Corporation ("Kaiser"), a
Nevada Corporation. The address of Kaiser's executive offices is
950 Tower Lane, Suite 800, Foster City, California 94404.
Neither Foster City, nor to Foster City's knowledge, Doctor H.J.
Smead or Edward Durbin is required to disclose legal proceedings
pursuant to Items 2(d) or 2(e). To Foster City's knowledge,
Doctor H.J. Smead and Edward Durbin are each citizens of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used is pursuant to a Promissory
Note dated as of December 1, 1999 (the "Note") attached hereto as
Exhibit A, by and between Foster City and Kaiser.
References to the Note as set forth herein are qualified in
their entirety by reference to the Note, and are incorporated
herein in their entirety where such references and descriptions
appear.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) The purpose of the transaction is to enable Kaiser to
concentrate on its core business and divest its non-core business
assets.
(c) Not applicable.
(d) Not applicable.
CUSIP No. 461148-AA6 SCHEDULE 13D Page 5 of 9 Pages
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(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
(j) Other than described above, Foster City currently has no
plan or proposals which relate to, or may result in, any of the
matters listed in Items 4(a) - (j) of Schedule 13D (although
Foster City reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As set forth below opposite each Intevac Shareholder's name is
the number of Intevac Common Shares beneficially owned by such
Intevac Shareholder as of December 1, 1999.
[Download Table]
Number of Shares of Common Stock
Individual Beneficially Owned
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H. J. Smead 2,517,218
Edward Durbin 363,310
(a) H. J. Smead may be deemed to be the beneficial owner of at
least 2,517,218 shares of Intevac Common Stock. Such Intevac
Common Stock constitutes approximately 21.5% of the issued and
outstanding shares of Intevac Common Stock based on the number of
shares of Intevac Common Stock outstanding as of September 25,
1999.
Edward Durbin may be deemed to be the beneficial owner of at
least 363,310 shares of Intevac Common Stock. Such Intevac Common
Stock constitutes approximately 3.1% of the issued and
outstanding shares of Intevac Common Stock based on the number of
shares of Intevac Common Stock outstanding as of September 25,
1999.
(b) H. J. Smead will have the sole power to vote, and the sole
power to dispose of, that number of shares equal to 21.5% of the
then outstanding shares of Intevac Common Stock, which, based
upon the 11,708,525 shares of Intevac Common Stock
CUSIP No. 461148-AA6 SCHEDULE 13D Page 6 of 9 Pages
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outstanding as of September 25, 1999, currently equals 2,517,218
shares of Intevac Common Stock.
Edward Durbin will have the sole power to vote, and the sole
power to dispose of, that number of shares equal to 3.1% of the
then outstanding shares of Intevac Common Stock, which, based
upon the 11,708,525 shares of Intevac Common Stock outstanding as
of September 25, 1999, currently equals 363,310 shares of Intevac
Common Stock
(c) To the knowledge of Foster City, no transactions in the class
of securities reported have been effected during the past sixty
days by any person named pursuant to Item 2.
(d) To the knowledge of Foster City, only the Directors of
Intevac have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
securities of Intevac reported on herein. Such directors include
Norman H. Pond, Robert D. Hempstead, Edward Durbin, David N.
Lambeth and H. J. Smead.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the Stock Purchase Agreement and the exhibits thereto,
attached hereto as Exhibit B, to the knowledge of Foster City,
there are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 and between such
persons and any person with respect to any securities of Foster
City, including but not limited to transfer or voting of any of
the securities, finder's fees, joint ventures, loan or option
arrangement, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
CUSIP No. 461148-AA6 SCHEDULE 13D Page 7 of 9 Pages
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
A. Promissory Note, dated December 1, 1999 between Kaiser and
Foster City.
B. Stock Purchase Agreement dated December 1, 1999 between
Kaiser and Foster City.
CUSIP No. 461148-AA6 SCHEDULE 13D Page 8 of 9 Pages
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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.
Dated: December 1, 1999
H. J. SMEAD EDWARD DURBIN
By: /s/ H. J. Smead By: /s/ Edward Durbin
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H. J. Smead, Edward Durbin,
Managing Partner Managing Partner
EXHIBIT INDEX
[Download Table]
EXHIBIT
NO. DESCRIPTION
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A Promissory Note, dated December 1, 1999 between
Kaiser and Foster City.
B Stock Purchase Agreement dated December 1, 1999
between Kaiser and Foster City.
Dates Referenced Herein and Documents Incorporated by Reference
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