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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
INNOVATIVE SOLUTIONS & SUPPORT, INC.
(Title of Class of Securities)
COMMON STOCK
(CUSIP Number)
45769N105
(Date of Event which Requires Filing of this Statement)
DECEMBER 31, 2000
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 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. 45769N105 13G PAGE _______ OF ______ PAGES
--------- ----------------------------------------------------------------------
1 Names of Reporting Persons.
I.R.S. Identification No. of Above Person (Entities Only).
PATRICOF & CO. VENTURES, INC. 13-2647531
--------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group* (A) [ ]
(B) [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Citizenship or Place of Organization
NEW YORK
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5 Sole Voting Power
-0-
Number of
Shares ----------------------------------------------------
Beneficially 6 Shared Voting Power
Owned by
Each 1,673,541
Reporting
Person ----------------------------------------------------
With 7 Sole Dispositive Power
-0-
----------------------------------------------------
8 Shared Dispositive Power
1,673,541
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,673,541
--------------------------------------------------------------------------------
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* (See Instructions)
[ ]
--------------------------------------------------------------------------------
11 Percent of Class Represented by Amount in Row 9
13.29%
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12 Type of Reporting Person*
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page _______ of ______ Pages
Item 1. (a) Name of Issuer: INNOVATIVE SOLUTIONS & SUPPORT, INC.
(b) Address of Issuer's Principal Executive Offices:
420 LAPP ROAD, MALVERN, PA 19355-1212
Item 2. (a) Name of Person Filing:
PATRICOF & CO. VENTURES, INC.
(b) Address of Principal Business Office or, if none,
Residence:
445 PARK AVENUE, NEW YORK, NY 10022
(c) Citizenship: NEW YORK
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 45769N105
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule
3d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940.
(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 associations 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 of 1940.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page _______ of ______ Pages
Item 4. Ownership.
(a) Amount beneficially owned: 1,673,541
(b) Percent of class: 13.29%
(c) Number of shares such person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote 1,673,541*
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of 1,673,541*
* SEE RIDER A ATTACHED
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
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.
Page _______ of ______ Pages
Item 10. Certification.
(a) The following certification shall be included if the statement
is filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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.
(b) The following certification shall be included if the statement
is filed pursuant to Rule 13d-1(c):
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 _______ of ______ 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.
February 14, 2001
-----------------------------------
(Date)
/s/ Alan J. Patricof
-----------------------------------
(Signature)
Alan J. Patricof, Chairman
-----------------------------------
(Name/Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Page _______ of ______ Pages
Rider A
As of December 31, 2000, Patricof & Co. Ventures, Inc. ("Patricof")
may be deemed to be the beneficial owner of 1,673,541 shares of
common stock (13.29%) owned by The P/A Fund, L.P., a Pennsylvania
Limited Partnership ("P/A"). The entity is managed or advised by
Patricof and as such, Patricof may be deemed to have shared voting
and dispositive power with the General Partners of each Partnership
with respect to 1,673,541 shares of common stock.