4//SEC Filing
ZWAN BRYAN J 4
Accession 0001209191-10-003314
CIK 0001016100other
Filed
Jan 14, 7:00 PM ET
Accepted
Jan 15, 3:54 PM ET
Size
11.4 KB
Accession
0001209191-10-003314
Insider Transaction Report
Form 4
DIGITAL LIGHTWAVE INCDIGL.OB
ZWAN BRYAN J
Director10% OwnerOther
Transactions
- Other
Common Stock
2010-01-15$0.06/sh+22,767,324$1,252,203→ 232,722,523 total
Optel Capital, LLC
10% OwnerOther
Transactions
- Other
Common Stock
2010-01-15$0.06/sh+22,767,324$1,252,203→ 232,722,523 total
ZWAN AL
10% OwnerOther
Transactions
- Other
Common Stock
2010-01-15$0.06/sh+22,767,324$1,252,203→ 232,722,523 total
Optel Acquisition Corp.
10% OwnerOther
Transactions
- Other
Common Stock
2010-01-15$0.06/sh+22,767,324$1,252,203→ 232,722,523 total
Footnotes (4)
- [F1]On January 15, 2010, Optel Acquisition Corp. ("OAC") effected a "going private" transaction of Digital Lightwave, Inc. ("DIGL") by means of a short-form merger under Section 253 of the Delaware General Corporation Law pursuant to which OAC merged with and into DIGL, with DIGL as the surviving corporation (the "Merger"). Following the consummation of the Merger, OAC became the sole stockholder of DIGL. Optel Capital LLC ("Optel), as the sole stockholder of OAC, may be deemed to be the beneficial owner of 232,722,523 shares of DIGL. Dr. Bryan J. Zwan ("Dr. Zwan"), as sole member of Optel, may be deemed to be the beneficial owner of 232,722,523 shares of DIGL. A Schedule 13E-3 has been filed with the U.S. Securities Exchange Commission in connection with this transaction (the "Schedule 13E-3").
- [F2]Pursuant to the terms of the Merger, each outstanding share of DIGL, other than shares owned by OAC, and other than shares as to which appraisal rights are exercised (as described in the Schedule 13E-3) held immediately prior to the consummation of the Merger now represents only the right to recieve $0.055 per share in cash, without interest.
- [F3]OAC and Optel are both ultimately controlled by Dr. Zwan. Dr. Zwan is the sole member of Optel. Optel is the sole member of OAC.
- [F4]Al Zwan is the sole director and President of OAC and the President of Optel. By reason of such relationships, Al Zwan may be deemed to share voting and dispositive power over the shares listed as beneficially owned by Optel and Dr. Zwan. Al Zwan disclaims beneficial ownership of such shares.
Documents
Issuer
DIGITAL LIGHTWAVE INC
CIK 0001016100
Entity typeother
Related Parties
1- filerCIK 0001100776
Filing Metadata
- Form type
- 4
- Filed
- Jan 14, 7:00 PM ET
- Accepted
- Jan 15, 3:54 PM ET
- Size
- 11.4 KB