UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
APOGEE TECHNOLOGY, INC.
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(Name of Issuer)
Common
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(Title of Class of Securities)
03760F100
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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)
[_] Rule 13d-1(c)
[X] 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 the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 5 pages
CUSIP NO. 03760F100 13G PAGE 2 OF 5 PAGES
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NAMES OF REPORTING PERSONS
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DAVID SPIEGEL
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5. SOLE VOTING POWER
NUMBER OF
906,966
SHARES ---------------------------------
6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 34,959
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
906,966
PERSON ---------------------------------
8. SHARED DISPOSITIVE POWER
WITH
34,959
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
941,925
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.43%
12. TYPE OF REPORTING PERSON*
IN
*With respect to 100 shares owned by Helen Spiegel, Mr. Spiegel's wife, 100
shares owned by Helen Spiegel as custodian for Brian Spiegel, 100 shares owned
by Helen Spiegel as custodian for Beth Spiegel, and 34,659 shares owned by
Benjamin Spiegel, Mr. Spiegel's son, Mr. Spiegel disclaims all beneficial
ownership.
Page 2 of 5 pages
ITEM 1(a). NAME OF ISSUER:
APOGEE TECHNOLOGY, INC.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
129 Morgan Drive
Norwood, Massachusetts 02062
ITEM 2(a). NAME OF PERSON FILING:
David Spiegel
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
600 Mountain Street
Sharon, Massachusetts 02067
ITEM 2(c). CITIZENSHIP:
USA
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
03760F100
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
Page 3 of 5 pages
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
Item 4. OWNERSHIP
(a) Amount beneficially owned: 941,925
(b) Percent of class: 17.43 %
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 906,966
(ii) shared power to vote or to direct the vote: 34,959
(iii) sole power to dispose or to direct the disposition of: 906,966
(iv) shared power to dispose or to direct the disposition of: 34,959
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 [_].
Not Applicable
Page 4 of 5 pages
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
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
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.
David Spiegel
Date: February 14, 2003 By: /s/ David Spiegel
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David Spiegel
Page 5 of 5 pages