-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L1rYlcum6tclcHMN9oQS5RWnXxbOF7TGCbStu30ZjAX8GAIKh/RA/Tit8gZtq6Vt uhNjJMcRWoQIXpQKuOoSmw== 0000950123-01-001370.txt : 20010223 0000950123-01-001370.hdr.sgml : 20010223 ACCESSION NUMBER: 0000950123-01-001370 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEMBERWORKS INC CENTRAL INDEX KEY: 0001020996 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061276882 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-47315 FILM NUMBER: 1542999 BUSINESS ADDRESS: STREET 1: 680 WASHINGTON BLVD., SUITE 1100 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033247635 MAIL ADDRESS: STREET 1: 9 WEST BROAD STREET CITY: STAMFORD STATE: CT ZIP: 06902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON GARY A CENTRAL INDEX KEY: 0001033410 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: MEMBERWORKS INC STREET 2: 680 WASHINGTON BOULVARD SUITE 1100 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033247635 MAIL ADDRESS: STREET 1: MEMBERWORKS INC STREET 2: 680 WASHINGTON BLVD CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G/A 1 y45595bsc13ga.txt AMENDMENT NO 3 TO SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AMENDMENT NO. 3 MemberWorks Incorporated Common Stock 586002 10 7 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] 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 (the "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). Continued on following page (s) 2 CUSIP NO.586002 10 7 PAGE 2 OF 7 PAGES 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Gary A. Johnson 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 1,882,242 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 1,882,242 8 SHARED DISPOSITIVE POWER -0- 3 CUSIP NO.586002 10 7 PAGE 3 OF 7 PAGES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,882,242 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.2% 12 TYPE OF REPORTING PERSON IN 4 Page 4 of 7 Item 1(a). Name of Issuer: MemberWorks Incorporated Item 1(b). Address of Issuer's Principal Executive Offices. 9 West Broad Street, Stamford, Connecticut 06902 Item 2(a). Name of Person Filing. Gary A. Johnson Item 2(b). Address of Principal Business Office or, if none, Residence. 9 West Broad Street, Stamford, Connecticut 06902 Item 2(c). Citizenship. Mr. Johnson is a U.S. Citizen. Item 2(d). Title of Class of Securities. Common Stock Item 2(e). CUSIP Number. 586002 10 7 5 Page 5 of 7 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 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 Section 240.13d-1(b)(1)(ii)(E). (f) Employee Benefit Plan or endowment fund in accordance with Section 240.13d1(b)(1)(ii)(F). (g) A parent holding company or control person in accordance with Section 240.13d-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 of 1940. (j) Group, in accordance with Section 240.13d-1(b)(1)(ii)(H). Item 4. Ownership (a) For the year ended December 31, 2000, the aggregate number of shares of the Company's common stock beneficially owned by Gary A. Johnson is 1,882,242 shares. (b) Percent of Class: 12.2% based upon 15,400,196 shares outstanding. (c) Included in the 1,882,242 shares of common stock beneficially owned by Mr. Johnson are 235,371 shares issuable upon the exercise of outstanding stock options presently exercisable or exercisable within sixty (60) days after December 31, 2000, as well as 54,000 shares held in trust for the benefit of Mr. Johnson's children, with respect to which shares he disclaims beneficial ownership. 6 Page 6 of 7 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 Item 10. Certification. 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. 7 Page 7 of 7 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 13, 2001 Gary A. Johnson By: /s/ Gary A. Johnson ------------------------------------ Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----