SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(Amendment No. 2)*
DAUPHIN TECHNOLOGY, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
238326102
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(CUSIP Number)
December 31, 2002
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(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 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 (the "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.)
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CUSIP No. 238326102 13G Page 2 of 12 Pages
------------------------ --------------------------
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1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crescent International Limited
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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.
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
--------------------------------------- --------- ------------------------------
5. SOLE VOTING POWER
7,541,105
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- ------------------------------
6. SHARED VOTING POWER
None
--------- ------------------------------
7. SOLE DISPOSITIVE POWER
7,541,105
--------- ------------------------------
8. SHARED DISPOSITIVE POWER
None
---------- ---------------------------------------------------------------------
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,541,105
---------- ---------------------------------------------------------------------
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
---------- ---------------------------------------------------------------------
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
---------- ---------------------------------------------------------------------
12.
TYPE OF REPORTING PERSON*
OO
---------- ---------------------------------------------------------------------
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CUSIP No. 238326102 13G Page 3 of 12 Pages
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1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DMI Trust
---------- ---------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3.
SEC USE ONLY
---------- ---------------------------------------------------------------------
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
--------------------------------------- --------- ------------------------------
5.
SOLE VOTING POWER
None
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- ------------------------------
6.
SHARED VOTING POWER
7,541,105
--------- ------------------------------
7.
SOLE DISPOSITIVE POWER
None
--------- ------------------------------
8.
SHARED DISPOSITIVE POWER
7,541,105
---------- ---------------------------------------------------------------------
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,541,105
---------- ---------------------------------------------------------------------
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
---------- ---------------------------------------------------------------------
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
---------- ---------------------------------------------------------------------
12.
TYPE OF REPORTING PERSON*
OO
---------- ---------------------------------------------------------------------
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CUSIP No. 238326102 13G Page 4 of 12 Pages
------------------------ --------------------------
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1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GreenLight (Switzerland) SA
---------- ---------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3.
SEC USE ONLY
---------- ---------------------------------------------------------------------
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
--------------------------------------- --------- ------------------------------
5.
SOLE VOTING POWER
7,541,105
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- ------------------------------
6.
SHARED VOTING POWER
None
--------- ------------------------------
7.
SOLE DISPOSITIVE POWER
7,541,105
--------- ------------------------------
8.
SHARED DISPOSITIVE POWER
None
---------- ---------------------------------------------------------------------
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,541,105
---------- ---------------------------------------------------------------------
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
---------- ---------------------------------------------------------------------
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
---------- ---------------------------------------------------------------------
12.
TYPE OF REPORTING PERSON*
OO
---------- ---------------------------------------------------------------------
Page 5 of 12 Pages
Item 1(a). Name of Issuer:
Dauphin Technology, Inc. ("DNTK")
Item 1(b). Address of Issuer's Principal Executive Offices:
800 E. Northwest Highway
Suite 950
Palatine, Illinois 60067
Item 2(a). Name of Person Filing:
(i) Crescent International Limited ("Crescent")
(ii) DMI Trust ("DMI")
(iii) GreenLight (Switzerland) SA ("GreenLight")
Item 2(b). Address of Principal Business Office or, if None, Residence:
As to Crescent:
Clarendon House
2 Church Street
Hamilton H 11
Bermuda
As to DMI:
Norfolk House
P.O. Box N-7130
Bahamas
As to GreenLight:
84, av. Louis Casai
CH-1216 Geneva
Switzerland
Item 2(c). Citizenship:
As to Crescent: Bermuda
As to DMI: Bahamas
As to GreenLight: Switzerland
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value
Item 2(e). CUSIP Number:
238326102
Page 6 of 12 Pages
Item 3. If This Statement is Filed Pursuant to Sections 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 Section 240.13d (b)(1)
(ii) (E);
(f) |_| An employee benefit plan or endowment fund in accordance with
Section 240.13d (b) (1) (ii) (F);
(g) |_| A parent holding company or control person in accordance with
Section 240.13d (b) (1) (ii) (G);
(h) |_| A savings association 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-8);
(j) |_| Group, in accordance with Section 240.13d (b) (1) (ii) (J).
Item 4. Ownership.
The information contained in Items 5 through 11 on the cover pages hereto
(pages 2 through 4 hereof) is incorporated herein by reference. The
7,541,105 shares of Common Stock beneficially owned by Crescent includes
shares of Common Stock that Crescent has the current right to acquire upon
conversion of a convertible note (the "Note") and upon exercise of a
warrant (the "Warrant") held by Crescent. Pursuant to the terms of the Note
and the Warrant, the aggregate number of shares of Common Stock into which
the Note is convertible and into which the Warrant is exercisable, and
which Crescent has the right to acquire beneficial ownership of within 60
days, is limited to the number of shares of Common Stock that, together
with all other shares of Common Stock beneficially owned by Crescent, does
not exceed 9.9% of the total outstanding shares of Common Stock of DNTK.
DMI may be deemed to be a beneficial owner of the shares of Common Stock of
DNTK beneficially owned by Crescent by reason of the ownership by DMI of
100 percent of the capital stock of Crescent.
GreenLight serves as principal investment manager to Crescent, and as such
has been granted investment discretion over investments including the DNTK
Common Stock. As a result of its role as investment manager to Crescent,
GreenLight may be deemed to be the beneficial owner, as defined in Rule
13d-3 under the Act, of DNTK Common Stock held by Crescent.
Page 7 of 12 Pages
However, GreenLight does not have the right to receive any dividends from,
or the proceeds from the sale of, the DNTK Common Stock held by Crescent
and disclaims any ownership associated with such rights.
Accordingly, for the purposes of this Statement: (i) Crescent is reporting
that it has the power solely to vote or direct the vote and the power to
dispose or direct the disposition of, the total of 7,541,105 shares of
Common Stock beneficially owned by it; (ii) DMI is reporting that it shares
the power to vote or direct the vote and the power to dispose or direct the
disposition of the total of 7,541,105 shares of Common Stock beneficially
owned by it; and (iii) GreenLight is reporting that it has the power solely
to vote or direct the vote and the power to dispose or direct the
disposition of the total of 7,541,105 shares of Common Stock beneficially
owned by it.
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 |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
NOT APPLICABLE.
Item 8. Identification and Classification of Members of the Group.
NOT APPLICABLE.
Item 9. Notice of Dissolution of Group.
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.
Page 8 of 12 Pages
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.
Date: February 10, 2003
CRESCENT INTERNATIONAL LIMITED
By: GreenLight (Switzerland) SA, as Attorney-in-Fact
By: /s/ Mel Craw
-------------------------------------
Name: Mel Craw
Title: Authorized Signatory
By: /s/ Maxi Brezzi
-------------------------------------
Name: Maxi Brezzi
Title: Authorized Signatory
DMI TRUST
By: GreenLight (Switzerland) SA, as Attorney-in-Fact
By: /s/ Mel Craw
-------------------------------------
Name: Mel Craw
Title: Authorized Signatory
By: /s/ Maxi Brezzi
-------------------------------------
Name: Maxi Brezzi
Title: Authorized Signatory
GREENLIGHT (SWITZERLAND) SA
By: /s/ Mel Craw
-------------------------------------
Name: Mel Craw
Title: Managing Director
By: /s/ Maxi Brezzi
-------------------------------------
Name: Maxi Brezzi
Title: Director
Page 9 of 12 Pages
Exhibit Index
99.1 Agreement of Joint Filing - Filed herewith
99.2 Power of Attorney - Filed herewith
99.3 Power of Attorney - Filed herewith
Page 10 of 12 Pages
EXHIBIT 99.1
AGREEMENT OF JOINT FILING
Crescent International Limited, DMI Trust and GreenLight (Switzerland) SA agree
that the Schedule 13G to which this Agreement is attached, and all future
amendments to such Schedule 13G, shall be filed on behalf of each of them. This
Agreement is intended to satisfy the requirements of Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
Dated: February 10, 2003
CRESCENT INTERNATIONAL LIMITED
By: GreenLight (Switzerland) SA, as Attorney-in-Fact
By: /s/ Mel Craw
-------------------------------------
Name: Mel Craw
Title: Authorized Signatory
By: /s/ Maxi Brezzi
-------------------------------------
Name: Maxi Brezzi
Title: Authorized Signatory
DMI TRUST
By: GreenLight (Switzerland) SA, as Attorney-in-Fact
By: /s/ Mel Craw
-------------------------------------
Name: Mel Craw
Title: Authorized Signatory
By: /s/ Maxi Brezzi
-------------------------------------
Name: Maxi Brezzi
Title: Authorized Signatory
GREENLIGHT (SWITZERLAND) SA
By: /s/ Mel Craw
-------------------------------------
Name: Mel Craw
Title: Managing Director
By: /s/ Maxi Brezzi
-------------------------------------
Name: Maxi Brezzi
Title: Director
Page 11 of 12 Pages
EXHIBIT 99.2
POWER OF ATTORNEY
CRESCENT INTERNATIONAL LTD. of Hamilton, Bermuda, a company incorporated in the
Islands of Bermuda (the "principal") hereby makes, constitutes and appoints
GREENLIGHT (SWITZERLAND) SA, acting through any authorized officer, as its agent
and attorney-in-fact for the purpose of executing in its name all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic or governmental or
regulatory body or required or requested by any other person or entity pursuant
to any legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including without limitation all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act, including without limitation any
acquisition statements on Schedule 13D, or Schedule 13G, and any amendments
thereto, any joint filing agreements pursuant to Rule 13d-1(k), and any initial
statements of, or statements of changes in, beneficial ownership of securities
on Form 3, Form 4 or Form 5. All past acts of the attorney-in-fact in
furtherance of the foregoing are hereby ratified and confirmed. This power of
attorney shall be valid from the date hereof until revoked by Crescent
International Limited.
AND the Principal further declares that all and every of the acts, deeds and
things done by the Attorney for the aforesaid purposes shall be good, valid and
effectual as if the same had been signed, sealed and delivered, given, made or
done by the Principal and the Principal undertakes at all times hereafter to
ratify and confirm whatsoever the Attorney shall lawfully do or cause to be done
by virtue of this POWER OF ATTORNEY and the Principal further declares that this
POWER OF ATTORNEY shall be irrevocable for the purposes aforesaid.
IN WITNESS WHEREOF the Common Seal of CRESCENT INTERNATIONAL LTD., was hereunto
affixed this 10th day of February, 2003 at the City of Hamilton in the Islands
of Bermuda in the presence of:
By: /s/ C.F.A. Cooper
-------------------------
Name: C.F.A. Cooper
Title: Director
By: /s/ E. John Thompson
-------------------------
Name: E. John Thompson
Title: Director
Page 12 of 12 Pages
EXHIBIT 99.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that DMI TRUST hereby makes, constitutes and
appoints GREENLIGHT (SWITZERLAND) SA, acting through any authorized officer, as
its agent and attorney-in-fact for the purpose of executing in its name all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic or
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to Crescent
International Limited's acquisition, ownership, management or disposition of
securities or other investments, and any other documents relating or ancillary
thereto, including but not limited to, all documents relating to Crescent
International Limited's filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including without limitation all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act, including without limitation any
acquisition statements on Schedule 13D, or Schedule 13G, and any amendments
thereto, any joint filing agreements pursuant to Rule 13d-1(k), and any initial
statements of, or statements of changes in, beneficial ownership of securities
on Form 3, Form 4 or Form 5. All past acts of the attorney-in-fact in
furtherance of the foregoing are hereby ratified and confirmed. This power of
attorney shall be valid from the date hereof until revoked by DMI Trust.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 10th
day of February, 2003.
DMI TRUST
By: /s/ Khalid Abdulla-Janahi
----------------------------
Name: Khalid Abdulla-Janahi
Title: Authorized Signatory
By: /s/ Graham Walker
-----------------------------
Name: Graham Walker
Title: Authorized Signatory