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0000950134-08-009969.txt : 20080520 0000950134-08-009969.hdr.sgml : 20080520 20080520165040 ACCESSION NUMBER: 0000950134-08-009969 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080520 DATE AS OF CHANGE: 20080520 GROUP MEMBERS: JONATHAN SHAPIRO GROUP MEMBERS: MOLOAA BAY HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETWORK ENGINES INC CENTRAL INDEX KEY: 0001110903 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 043064173 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60611 FILM NUMBER: 08849254 BUSINESS ADDRESS: STREET 1: 25 DAN ROAD CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 7813321000 MAIL ADDRESS: STREET 1: 25 DAN ROAD CITY: CANTON STATE: MA ZIP: 02021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: S.F. Family Holdings, Ltd. CENTRAL INDEX KEY: 0001433020 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1709 TRIPLE CROWN LANE CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: 972.740.4339 MAIL ADDRESS: STREET 1: 1709 TRIPLE CROWN LANE CITY: PLANO STATE: TX ZIP: 75093 SC 13G/A 1 d57056sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102)

Information to be Included in Statements filed Pursuant to Rule
13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2
(Amendment No. 1)*

NETWORK ENGINES, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

64121A-10-7
(CUSIP NUMBER)

May 19, 2008
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


o		Rule 13d-1(b)
þ		Rule 13d-1(c)
o		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 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).

TABLE OF CONTENTS


	Item 1(a). Name of Issuer:
	Item 1(b). Address of Issuer’s Principal Executive Offices:
	Item 2(a). Name of Person Filing:
	Item 2(b). Address of Principal Business Office or, if none, Residence:
	Item 2(c). Citizenship:
	Item 2(d). Title of Class of Securities:
	Item 2(e). CUSIP Number
	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:
	Item 4. Ownership
	Item 5. Ownership of Five Percent or Less of a Class
	Item 6. Ownership of More than Five Percent on Behalf of Another Person
	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
	Item 8. Identification and Classification of Members of the Group
	Item 9. Notice of Dissolution of Group
	Item 10. Certification
SIGNATURES
Joint Filing Agreement


CUSIP No.		64121A-10-7		Page		2		of		8	Pages

SCHEDULE 13G


1	NAME OF REPORTING PERSONS: S.F. Family Holdings, Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ (joint filers)

3	SEC USE ONLY.



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,024,491

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON

WITH		8	SHARED DISPOSITIVE POWER

			2,024,491

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,024,491

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	4.6%

12	TYPE OF REPORTING PERSON

	PN


CUSIP No.		64121A-10-7		Page		3		of		8	Pages

SCHEDULE 13G


1	NAME OF REPORTING PERSONS: Moloaa Bay Holdings, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ (joint filers)

3	SEC USE ONLY.



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,024,491

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON

WITH		8	SHARED DISPOSITIVE POWER

			2,024,491

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,024,491

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	4.6%

12	TYPE OF REPORTING PERSON

	OO


CUSIP No.		64121A-10-7		Page		4		of		8	Pages

SCHEDULE 13G


1	NAME OF REPORTING PERSON: Jonathan Shapiro


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ (joint filers)

3	SEC USE ONLY.



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,024,491

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON

WITH		8	SHARED DISPOSITIVE POWER

			2,024,491

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,024,491

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	4.6%

12	TYPE OF REPORTING PERSON

	IN


CUSIP No.		64121A-10-7		Page		5		of		8	Pages

SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G

Item 1(a). Name of Issuer:

Network Engines, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

25 Dan Road, Canton, Massachusetts 02021

Item 2(a). Name of Person Filing:

This statement is filed on behalf of: (a) S.F. Family Holdings, Ltd.; (b) Moloaa Bay Holdings, LLC; and (c) Jonathan Shapiro.

Item 2(b). Address of Principal Business Office or, if none, Residence:

1709 Triple Crown Lane

Plano, Texas 75093

Item 2(c). Citizenship:

S.F. Family Holdings, Ltd. and Moloaa Bay Holdings, LLC — Texas

Jonathan Shapiro- United States of America

Item 2(d). Title of Class of Securities:

Common Stock, $0.01 par value (the “Common Stock”)

Item 2(e). CUSIP Number.

64121A-10-7

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:

Not Applicable.

Item 4. Ownership.

(a)

Amount beneficially owned:


S.F. Family Holdings, Ltd.			2,024,491
Moloaa Bay Holdings, LLC			2,024,491
Jonathan Shapiro			2,024,491


CUSIP No.		64121A-10-7		Page		6		of		8	Pages

S.F. Family Holdings, Ltd. is the record and beneficial owner of 2,024,491 shares of Common Stock and shares voting and dispositive power over such securities with Moloaa Bay Holdings, LLC, the general partner of S.F. Family Holdings, Ltd., and Jonathan Shapiro. Mr. Shapiro is the managing member of Moloaa Bay Holdings, LLC. By reason of such relationships, Mr. Shapiro, S.F. Family Holdings, Ltd. and Moloaa Bay Holdings, LLC may be deemed to share voting and dispositive power over 2,024,491 shares of Common Stock owned directly by S.F. Family Holdings, Ltd. Each of S.F. Family Holdings, Ltd., Moloaa Bay Holdings, LLC and Jonathan Shapiro disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

(b)

Percent of Class.


S.F. Family Holdings, Ltd.	4.6	%
Moloaa Bay Holdings, LLC	4.6	%
Jonathan Shapiro	4.6	%

The percentages used herein are calculated based on the 44,008,643 shares of Common Stock reported by Network Engines, Inc. to be issued and outstanding as of May 6, 2008, in its latest Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2008.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:


S.F. Family Holdings, Ltd.			0
Moloaa Bay Holdings, LLC			0
Jonathan Shapiro			0

(ii)

Shared power to vote or to direct the vote:


S.F. Family Holdings, Ltd.			2,024,491
Moloaa Bay Holdings, LLC			2,024,491
Jonathan Shapiro			2,024,491

(iii)

Sole power to dispose or to direct the disposition of:


S.F. Family Holdings, Ltd.			0
Moloaa Bay Holdings, LLC			0
Jonathan Shapiro			0

(iv)

Shared power to dispose or to direct the disposition of:


S.F. Family Holdings, Ltd.			2,024,491
Moloaa Bay Holdings, LLC			2,024,491
Jonathan Shapiro			2,024,491


CUSIP No.		64121A-10-7		Page		7		of		8	Pages

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 5 percent of the class of securities, check the following þ.

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 each signatory certifies that, to the best of his or its 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.

Exhibits:

Exhibit 1: Joint Filing Agreement, dated April 24, 2008, by and among S.F. Family Holdings, Ltd., Moloaa Bay Holdings, LLC and Jonathan Shapiro.


CUSIP No.		64121A-10-7		Page		8		of		8	Pages

SIGNATURES

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.

Dated: May 20, 2008


		S.F. Family Holdings, Ltd.

		By:		Moloaa Bay Holdings, LLC, its General Partner

		By:		/s/ Jonathan Shapiro Jonathan Shapiro, Managing Member

		Moloaa Bay Holdings, LLC

		By:		/s/ Jonathan Shapiro Jonathan Shapiro, Managing Member

				/s/ Jonathan Shapiro Jonathan Shapiro

EX-99.1 2 d57056exv99w1.htm JOINT FILING AGREEMENT exv99w1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value per share, of Network Engines, Inc. and further agree that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: April 24, 2008


		S.F. Family Holdings, Ltd.

		By:		Moloaa Bay Holdings, LLC, its General Partner

		By:		/s/ Jonathan Shapiro Jonathan Shapiro, Manager

		Moloaa Bay Holdings, LLC

		By:		/s/ Jonathan Shapiro Jonathan Shapiro, Manager

				/s/ Jonathan Shapiro Jonathan Shapiro

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