-----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, FYfelRHfPKMTcwAnuwQJL2t6zIFnpc1NQMsp2luGyJbvQ03Kpwuc2efDFAZJQIDf G11Fc14+ij0GrqqOCVNWxA== /in/edgar/work/20001101/0000919574-00-000917/0000919574-00-000917.txt : 20001106 0000919574-00-000917.hdr.sgml : 20001106 ACCESSION NUMBER: 0000919574-00-000917 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ON2COM INC CENTRAL INDEX KEY: 0001045280 STANDARD INDUSTRIAL CLASSIFICATION: [6162 ] IRS NUMBER: 841280679 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56347 FILM NUMBER: 751014 BUSINESS ADDRESS: STREET 1: 375 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2129412400 MAIL ADDRESS: STREET 1: 645 FIFTH AVE STREET 2: C/O STEVEN SISKIND CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED CAPITAL FUNDING INC DATE OF NAME CHANGE: 19971002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARDER STANLEY N CENTRAL INDEX KEY: 0001089602 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 24 FIFTH AVENUE #1703 CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2125050689 MAIL ADDRESS: STREET 1: 24 FIFTH AVENUE #1703 CITY: NEW YORK STATE: NY ZIP: 10011 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Name of Issuer: ON2.COM INC. Title of Class of Securities: Common Stock CUSIP Number: 68338A107 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Gary Wolfe c/o Seward & Kissel LLP One Battery Park Plaza New York, New York (Date of Event which Requires Filing of this Statement) 7/07/00 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 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). CUSIP No. 68338A107 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stanley N. Marder 2. Check the appropriate box if a member of a group a. b. 3. SEC Use Only 4. SOURCE OF FUNDS WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) of 2(e) 6. Citizenship or Place of Organization U.S. 7. Sole Voting Power 1,364,163 8. Shared Voting Power 9. Sole Dispositive Power 1,364,163 10. Shared Dispositive Power 2 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,364,163 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 5.06% 14. Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 The purpose of this Amendment No. 2 to the previously filed Schedule 13D is to report that as of July 07, 2000, the deemed beneficial ownership of Stanley N. Marder (the "Reporting Person") in the shares of common stock (the "Shares") of ON2.COM, INC. (the "Company") decreased by more than 1% from the original filing on Schedule 13D, and that as of the filing date, the Reporting Person beneficially owns 1,364,163 Shares, representing 5.06% of the Shares outstanding. Item 1. Security and Issuer No change. Item 2. Identity and Background No change. Item 3. Source and Amount of Funds or Other Consideration No change. Item 4. Purpose of Transaction No change. Item 5. Interest in Securities of the Issuer As of the date hereof, the Reporting Person is deemed to be the beneficial owner of 1,364,163 Shares. Based on the Company's Form 10-Q filed on August 14, 2000, as of August 8, 2000 there were 26,923,509 Shares outstanding. Therefore, the Reporting Person is deemed to be the beneficial owner of 5.06% of the outstanding Shares. The Reporting Person has the power to vote and direct the vote and to dispose of or direct the 4 disposition of all of the Shares of which he is currently deemed to be the beneficial owner. All transactions in the Shares effected by the Reporting Person in the 60 days prior to July 7, 2000 through the date of this filing are set forth in a table on Exhibit A hereto. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer No change. Item 7. Material to be Filed as Exhibits A description of the transactions in the Shares that were effected by the Reporting Person during the 60 days prior to July 7, 2000 through the date of this filing is filed herewith as Exhibit A. Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. November 1, 2000 /s/ Stanley N. Marder __________________________ STANLEY N. MARDER 5 Exhibit A Schedule of Transactions Number of Shares Trade Date Purchased or (Sold) Price Per Share __________ ___________________ _______________ 6/15/00 (68,000) 7.45066 6/16/00 (38,800) 7.41495 6/19/00 (300) 6.94977 6/20/00 (41,700) 6.97137 6/21/00 (60,000) 7.16416 6/22/00 (3,800) 6.94977 6/22/00 (10,000) 6.97727 6/26/00 (10,000) 6.94977 6/30/00 (30,000) 5.43462 7/30/00 (100) 5.19980 7/05/00 (63,000) 4.28066 7/06/00 (170,000) 5.60861 7/07/00 (55,000) 6.78897 7/10/00 (10,700) 6.02919 7/11/00 (25,000) 5.35722 7/12/00 (95,000) 6.05549 7/13/00 (50,000) 6.66088 7/14/00 (23,400) 6.20939 7/17/00 (20,000) 5.66791 7/18/00 (20,000) 5.57111 7/19/00 (20,000) 5.41012 7/20/00 (10,000) 5.43612 7/21/00 (23,400) 5.46052 7/24/00 (10,000) 5.12863 7/25/00 (25,000) 4.81814 7/26/00 (10,000) 4.69984 7/27/00 (10,000) 4.44985 7/28/00 (10,100) 3.7643 7/31/00 (11,500) 3.21619 8/01/00 (7,500) 3.32475 8/02/00 (26,500) 3.93337 8/03/00 (6,300) 3.53957 8/04/00 (15,000) 3.57658 8/07/00 (5,000) 3.13719 8/08/00 (5,000) 3.38758 8/08/00 (5,000) 3.39938 8/09/00 (5,000) 3.19989 8/11/00 (4,000) 3.19989 8/11/00 (6,000) 3.07490 6 8/14/00 (2,000) 3.01870 8/16/00 (10,000) 3.26239 8/17/00 (21,000) 3.59902 8/21/00 (100) 3.9498 8/21/00 (7,500) 3.14987 8/22/00 (2,500) 3.69987 8/22/00 (2,500) 3.80487 8/24/00 (30,000) 3.67068 8/25/00 (20,000) 3.39799 8/28/00 (5,000) 3.26789 8/29/00 (10,000) 3.51230 8/30/00 (10,000) 3.27979 8/31/00 (12,500) 3.47588 10/10/00 (8,000) 3.39289 10/11/00 (6,000) 3.24159 10/12/00 (4,000) 3.07489 10/13/00 (3,000) 3.01659 10/17/00 (4,000) 2.44991 10/18/00 (2,000) 2.09983 10/19/00 (6,000) 2.29992 10/20/00 (8,000) 2.55351 10/23/00 (5,000) 2.47991 10/24/00 (10,000) 2.49571 10/25/00 (10,000) 2.37802 10/26/00 (2,000) 2.21992 10/27/00 (12,600) 2.29202 7 02394001.AA2 -----END PRIVACY-ENHANCED MESSAGE-----