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. ----------------------- (Name of Issuer) Common ------ (Title of Class of Securities) 03760F100 --------- (CUSIP Number) December 31, 2002 ----------------- (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 NAMES OF REPORTING PERSONS 1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dr. Anton Schrafl ----------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland ----------- 5. SOLE VOTING POWER. NUMBER OF 619,000 SHARES ------------------------------------------------ SHARED VOTING POWER BENEFICIALLY 6. OWNED BY 0 EACH SOLE DISPOSITIVE POWER 7. REPORTING 619,000 PERSON ------------------------------------------------ SHARED DISPOSITIVE POWER WITH 8. 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 619,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.51% 12. TYPE OF REPORTING PERSON* IN -- 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: Dr. Anton Schrafl ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: Schlossbergstrasse 23, CH-8702 Zollikon, Switzerland ITEM 2(c). CITIZENSHIP: Switzerland 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: 619,000 (b) Percent of class: 11.51% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 619,000 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 619,000 (iv) shared power to dispose or to direct the disposition of: 0 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 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. Dr. Anton Schrafl Date: February 14, 2003 By: /s/ Anton Schrafl --------------------- Anton Schrafl Page 5 of 5 pages