0001141218-01-500037.txt : 20011019
0001141218-01-500037.hdr.sgml : 20011019
ACCESSION NUMBER: 0001141218-01-500037
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011016
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: TRUBEY PHILIP G
CENTRAL INDEX KEY: 0001111897
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 3272 LAHITTE COURT
CITY: SAN DIEGE
STATE: CA
ZIP: 92122
BUSINESS PHONE: 2136174207
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: WEBSENSE INC
CENTRAL INDEX KEY: 0001098277
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 510380839
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-58931
FILM NUMBER: 1760353
BUSINESS ADDRESS:
STREET 1: 10240 SORRENTO VALLEY RD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: 8583208000
MAIL ADDRESS:
STREET 1: 10240 SORRENTO VALLEY RD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
SC 13G/A
1
trub13ga3.txt
TRUBEY/MCVEIGH-WEBSENSE SCHEDULE 13G (AMEND. # 3)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)1
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
WEBSENSE, INC.
------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
------------------------------------------------------------------------------
(Title of Class of Securities)
947684106
------------------------------------------------------------------------------
(CUSIP Number)
October 12, 2001
------------------------------------------------------------------------------
(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)
[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 ("Exchange Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Exchange Act
(however, see the Notes).
Page 1 of 8
CUSIP No. 947684106 13G
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHILIP G. TRUBEY
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. and CANADA
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 945,000
OWNED BY
------------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 400
WITH
------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
945,000
------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
400
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
945,400
--------------------------------------------------------------------------------
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)
4.7%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
Page 2 of 8
CUSIP No. 947684106 13G
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JANET A. McVEIGH
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
------------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 400
WITH
------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
400
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400
--------------------------------------------------------------------------------
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)
.1%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
Page 3 of 8
Philip G. Trubey and Janet A. McVeigh hereby amend the Amendment No. 2 to
Schedule 13G filed with the Securities and Exchange Commission ("SEC") on July
11, 2001 with respect to the Common Stock ("Common Stock") of Websense, Inc.
("Websense"). This Amendment No. 3 to Schedule 13G is filed to reflect the
transfer by Philip G. Trubey of 400 shares of Common Stock into a joint account
with his wife, Janet A. McVeigh, and the sale by Philip G. Trubey of certain
shares of Common Stock he owned in Websense.
Item 1. (a) Name of Issuer:
Websense, Inc.
(b) Address of Issuer's Principal Executive Offices:
10240 Sorrento Valley Road, San Diego, CA 92121
Item 2. (a) Name of Person Filing:
This statement is filed jointly on behalf of the persons identified below.
In accordance with Rule 13d-1(k)(1) under the Exchange Act, each person filing
this statement acknowledges that it is responsible for the completeness and
accuracy of the information concerning that person but is not responsible for
the completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that such
information is inaccurate.
Philip G. Trubey ("Trubey")
Janet A. McVeigh ("McVeigh")
(b) Address of Principal Business Office, or if None, Residence:
Trubey and McVeigh's mailing address is: P.O. Box 1285, Rancho
Santa Fe, California 92067
(c) Citizenship:
Trubey is a U.S. and Canadian citizen and McVeigh is a Canadian
citizen.
(d) Title of Class of Securities:
Common Stock, Par Value $0.01 per share.
(e) CUSIP Number:
947684106
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Exchange
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act
(15 U.S.C. 78c).
Page 4 of 8
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Exchange Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with section 240.13d-1(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 associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(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 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
The filing of this statement should not be construed as an
admission by any person that such person is, for purposes of Section 13(d) or
13(g) of the Exchange Act, the beneficial owner of any securities covered by
this statement, other than the securities set forth opposite such person's name
in the table in Item 4(c) below.
On or about August 24, 2001, Trubey transferred 400 shares of
Common Stock he owned individually into a joint account controlled by both
Trubey and his wife, McVeigh. Trubey is the direct beneficial owner of 945,400
shares of Common Stock (including the 400 shares of Common Stock owned jointly
by him and McVeigh), representing approximately 4.7% of the outstanding Common
Stock of Websense (based on the number of shares of Common Stock outstanding on
July 31, 2001). McVeigh is the direct beneficial owner of 400 shares of Common
Stock owned jointly by her and Trubey. By virtue of the fact that Trubey and
McVeigh are married to each other, McVeigh may also be deemed to be an indirect
beneficial owner of Trubey's 945,000 shares of Common Stock such that McVeigh
may be deemed to be the beneficial owner of an aggregate of 945,400 shares of
Websense representing approximately 4.7% of the outstanding Common Stock of
Websense. However, notwithstanding the foregoing, for purposes of Rule 13d-4 [17
CFR 240, 13d-4] under the Exchange Act, McVeigh expressly disclaims beneficial
ownership of the 945,000 shares of Common Stock owned by Trubey.
(b) Percent of class:
Based on the 20,028,339 shares of Common Stock reported to be
outstanding as of July 31, 2001 on the Form 10-Q filed with the SEC, for the
quarter ended June 30, 2001, Trubey and McVeigh own approximately 4.7% of the
outstanding Common Stock of Websense.
Page 5 of 8
(c) Number of shares as to which such person has:
---------------------------------------------------------------------------------------------------------------------------
(i) (ii) (iii) (iv)
Sole power to Shared power to Sole power to Shared power to
vote or to vote or to dispose or to dispose or to
direct the vote direct the vote direct the direct the
disposition of disposition of
---------------------------------------------------------------------------------------------------------------------------
Philip G. Trubey 945,000 400 945,000 400
---------------------------------------------------------------------------------------------------------------------------
Janet A. McVeigh 0 400 0 400
---------------------------------------------------------------------------------------------------------------------------
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
[X].
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.
Page 6 of 8
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.
Date: October 15, 2001
By: /s/ Philip G. Trubey
___________________________
Philip G. Trubey
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.
Date: October 15, 2001
By: /s/ Janet A. McVeigh
___________________________
Janet A. McVeigh
Page 7 of 8
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, each of the persons named below agrees to the joint filing of
a Statement on Schedule 13G (including amendments thereto) with respect to the
common stock, par value $0.01 per share, of Websense, Inc., a Delaware
corporation, and further agrees that this Joint Filing Agreement be included as
an exhibit to such filings provided that, as contemplated by Section
13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate.
In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement this October 15, 2001.
By: /s/ Philip G. Trubey
--------------------
Philip G. Trubey
By: /s/ Janet A. McVeigh
--------------------
Janet A. McVeigh
Page 8 of 8