UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
|
ICOP,
Digital, Inc.
(Name
of Issuer)
|
Common
Stock
(Title
of Class of Securities)
|
44930M203
|
Isaac
W. Jameson
Paulson Investment Company, Inc. 811 SW Naito Parkway, Suite 200 Portland, OR 97204 (503) 243-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
September
01, 2005
(Date of Event which Requires Filling of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ·· 240.13d-1(e), 240.13d-1 (f) or 240.13d-1(g), check the following box. ( ) |
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See · 240.13d-7 for other parties to whom copies are to be sent. |
* 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 ("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). |
|
SCHEDULE
13D
|
||||
CUSIP
No. 44930M203
|
||||
|
||||
1. | Names of Reporting Persons. Chester L.F. Paulson and Jacqueline M. Paulson, as joint tenants I.R.S. Identification No. |
|||
|
||||
2. | Check the Appropriate
Box if a
Member of a Group* (a.) ( ) (b.) ( X ) |
|||
|
||||
3. | SEC USE ONLY | |||
|
||||
4. |
Source
of Funds*
PF
OO
|
|||
|
||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e) ( ) | |||
|
||||
|
6.
|
Citizenship or Place of Organization
United
States of America
|
||
|
||||
Number
of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 200,000 |
||
|
||||
8. | Shared Voting Power 875,100 |
|||
|
||||
9. | Sole Dispositive
Power 200,000 |
|||
|
||||
10. | Shared Dispositive
Power 875,100 |
|||
|
||||
11. | Aggregate Amount Beneficially
Owned
by Each Reporting Person 1,075,100 |
|||
|
||||
12. | Check if the Aggregate
Amount
Represented by Amount in Row (11) Excludes Certain Shares (See Instructions) ( ) |
|||
|
||||
13. |
Percent of Class Represented by Amount in Row
(11)
20.85
|
|||
|
||||
14. |
Type of Reporting Person
IN
|
|||
Chester L.F. and Jacqueline M. Paulson (together the "Paulsons") may be deemed to control Paulson Capital Corp. ("PLCC"), which wholly owns Paulson Investment Company, Inc. ("PICI"). The Paulsons control and are the sole and equal members of the Paulson Family, LLC. ("LLC"), which is a controlling shareholder of PLCC, which is the parent company of PICI. |
||||
2 |
SCHEDULE
13D
|
||||
CUSIP
No. 44930M203
|
||||
|
||||
1. | Names of Reporting Persons. Paulson Capital Corp. I.R.S. Identification No. 93-0589534 |
|||
|
||||
2. | Check the Appropriate
Box if a
Member of a Group* (a.) ( ) (b.) ( X ) |
|||
|
||||
3. | SEC USE ONLY | |||
|
||||
4. |
Source of Funds*
WC
OO
|
|||
|
||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e) ( ) | |||
|
||||
6. |
Citizenship or Place of Organization
United
States of America
|
|||
|
||||
Number
of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
||
|
||||
8. | Shared Voting Power 875,100 |
|||
|
||||
9. | Sole Dispositive Power 0 |
|||
|
||||
10. | Shared Dispositive
Power 875,100 |
|||
|
||||
11. | Aggregate Amount Beneficially
Owned
by Each Reporting Person 875,100 |
|||
|
||||
12. | Check if the Aggregate
Amount
Represented by Amount in Row (11) Excludes Certain Shares (See Instructions) ( ) |
|||
|
||||
13. |
Percent of Class Represented by Amount in Row
(11)
17.31
|
|||
|
||||
14. |
Type of Reporting Person
CO
BD
|
|||
Paulson Capital Corp. ("PLCC") wholly owns Paulson Investment Company, Inc. ("PICI"). PLCC is a corporation and PICI is a broker-dealer |
||||
3 |
Item
1. Security and
Issuer |
||||
Item 2. Identity and Background. |
||||
(a) |
Name: This
statement is being filed
jointly by each of the following person pursuant to Rule 13d-1(k)
promulgated by the Securities and Exchange Commission under Section
13 of
the Securities Exchange Act of 1934, as amended: (i) Chester L.F.
and
Jacqueline M. Paulson, as joint tenants and each individually (together,
the "Paulsons"); and (ii) Paulson Capital Corporation, an Oregon
Corporation ("PLCC"), which directly wholly owns Paulson Investment
Company, Inc., an Oregon corporation and registered broker-dealer
("PICI"). The Paulsons and PLCC are collectively referred to as
the
"Reporting Persons".
|
|||
(b) |
Residence or business
address: The Paulsons, PLCC's, and PICI's principal
business
address is: |
|||
(c) |
Present Principal Occupation or Employment: Chester L.F. Paulson is Chairman of the Board of PLCC and PICI. Jacqueline M. Paulson is Corporate Secretary/Treasurer of PLCC and PICI. |
|||
(d) |
Criminal Conviction: To the best of their knowledge, during the last five years none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). |
|||
(e) |
Court or Administrative Proceedings: To the best of their knowledge, during the last five years none of the Reporting Persons has been a party to a civil proceeding of a jurisdiction or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgement, decree or final order enjoining future violations of, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
|||
(f) |
Citizenship: The Paulsons are citizens of the United States of America, and PLCC and PICI are organized under the laws of the United States of America. | |||
Item
3. Source and Amount of Funds or Other
Consideration: |
||||
Item 4. Purpose of
Transaction |
|
The Reporting Persons acquired shares of Common Stock and Warrants for investment purposes. The Reporting Persons have no existing plans or proposals that include or may result in: |
|
4 |
(a) |
The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; |
(b) |
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; |
(c) |
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; |
(d) |
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
(e) |
Any material change in the present capitalization or dividend policy of the issuer; |
(f) |
Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; |
(g) |
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; |
(h) |
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
(i) |
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or |
(j) |
Any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer. |
||||
(a) |
Chester L.F. Paulson directly beneficially owns zero (0) shares of Issuer Common Stock and zero (0) Issuer Warrants. The Paulsons directly beneficially own 100,000 shares of Issuer Common Stock and 100,000 Issuer Warrants. Through their relationship with the LLC, the Paulsons may be deemed to beneficially own 22,300 shares of Issuer Common Stock. Through their relationship with PLCC and PICI, the Paulsons may be deemed to beneficially own the Issuer Common Stock and Issuer Warrants to purchase Issuer Common Stock that are indirectly beneficially owned by PLCC through PICI. Chester L.F. Pualsons direct beneficial ownership, together with the shares that the Paulsons may be deemed to beneficially won through their relationship with PLCC and PICI, constitutes 20.85% of the 4,658,862 shares of Common Stock Issued and Outstanding as of August 12, 2005, as reported in the Issuer's 10QSB filed with the SEC on August 15, 2005. PICI
directly beneficially owns 456,400 shares of Issuer Common Stock
and
396,400 Issuer Warrants. Because PLCC directly wholly owns
PICI, it may be deemed to beneficially own the Issuer Common Stock
and
Issuer Warrants to purchase Issuer Common Stock that are directly
beneficially owned by PICI. PLCC's direct and indirect beneficial
ownership constitutues 17.31% of the 4,658,862 shares of Common
Stock
Issued and Outstanding as of August 12, 2005 as reported in the
Issuers
Form 10QSB filed with the SEC on August 15, 2005.
Pursuant
to Rule 13d−4, the Paulsons expressly disclaim beneficial ownership of the
478,700 shares of Issuer Common Stock and 396,400 Issuer
Warrants of which PICI and the LLC is record owner.
|
|||
(b) |
(i) Of the total amount of shares that are either beneficially owned or that may be deemed to be beneficially owned by the Paulsons, the Paulsons have sole power to vote or direct the vote of 200,000 shares. Of the total amount of shares that are either beneficially owned or that may be deemed to be beneficially owned by PLCC, PLCC has sole power to vote or direct the vote of 0 shares. (ii)
Of the total amount of shares that are either beneficially owned
or that
may be deemed to be beneficially owned by the Paulsons, the Paulsons
have
shared power to vote or direct the vote of 875,100 shares. Of the
total
amount of shares that are either beneficially owned or that may
be deemed
to be beneficially owned by PLCC, PLCC has shared power to vote
or direct
the vote of 875,100 shares.
(iii)
Of the total amount of shares that are either beneficially owned
or that
may be deemed to be beneficially owned by the Paulsons, the Paulsons
have
sole power to dispose or direct the disposition of 200,000 shares.
Of the
total amount of shares that are either beneficially owned or that
may be
deemed to be beneficially owned by PLCC, PLCC has sole power to
dispose or
direct the disposition of 0 shares.
(iv)
Of the total amount of shares that are either beneficially owned
or that
may be deemed to be beneficially owned by the Paulsons, the Paulsons
have
shared power to dispose or direct the disposition of 875,100 shares.
Of
the total amount of shares that are either beneficially owned or
that may
be deemed to beneficially owned by PLCC, PLCC has shared power
to dispose
or direct the disposition of 875,100 shares.
|
|||
(c) |
All the following transactions were executed in the open market: |
|||
|
Transaction |
Shares or Units |
Price per |
|
||
|
July 11, 2005 July 13, 2005 July 25, 2005 |
60,000
Common Stock 16,300 Common Stock |
$4.30 $8.85 |
|
|
|
(d) |
Not Applicable |
(e) |
Not Applicable |
Item
6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the
Issuer. |
|
5 |
Item 7. Material to be Filed
as
Exhibits. |
|
Signature |
||||
Date: September 14, 2005 | ||||
Paulson Capital Corp.
|
||||
By: | /s/ Chester
L.F. Paulson
Chester L.F. Paulson |
|||
Title: | Chairman of the Board | |||
Chester L.F. Paulson
|
||||
By: | /s/ Chester
L.F. Paulson
Chester L.F. Paulson |
|||
Title: | Individually | |||
Jacqueline M. Paulson
|
||||
By: | /s/ Jacqueline
M. Paulson
Jacqueline M. Paulson |
|||
Title: | Individually |
6 |