-----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, DntB2h1HRi0xDy22TSnS0gRSWXUXMqJvj9AEXGlu1ydlxtDVwI3CH3YS9yT6l6Xu 7RvXD4xET/iI9Q84Tt+RqA== 0000950153-01-501371.txt : 20020412 0000950153-01-501371.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950153-01-501371 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011205 GROUP MEMBERS: DENDRON TECHNOLOGY B.V. GROUP MEMBERS: FRONOS TECHNOLOGY B.V. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEARCHOS IRINARCHOS CENTRAL INDEX KEY: 0001089356 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: V7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: VIKAVAGEN 9 STREET 2: S-167 71 BROMMA SWEDEN CITY: BROMMA MAIL ADDRESS: STREET 1: VIKAVAGEN 9 STREET 2: S-167 71 BROMMA SWEDEN CITY: BROMMA STATE: V7 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MSC SOFTWARE CORP CENTRAL INDEX KEY: 0000717238 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 952239450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34721 FILM NUMBER: 1806302 BUSINESS ADDRESS: STREET 1: 815 COLORADO BLVD CITY: LOS ANGELES STATE: CA ZIP: 90041 BUSINESS PHONE: 3232589111 MAIL ADDRESS: STREET 1: 815 COLORADO BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90041 FORMER COMPANY: FORMER CONFORMED NAME: MACNEAL SCHWENDLER CORP DATE OF NAME CHANGE: 19920703 SC 13G/A 1 p65916sc13ga.txt SC 13G/A OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response ... 14.9 --------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MSC.SOFTWARE CORPORATION ----------------------------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE ----------------------------------------- (Title of Class of Securities) 553531104 ----------------------------------------- (CUSIP Number) December 3, 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 ("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. 553531104 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Nearchos Irinarchos 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION SWEDEN 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 1,456,006 OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 1,456,006 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,456,006 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) 4.87%* 12 TYPE OF REPORTING PERSON (See Instructions) IN *Based on 28,518,719 shares of Common Stock outstanding at 09/01/2001 and the issuance of 1,400,000 shares of Common Stock upon the exercise of warrants beneficially owned by the reporting persons. CUSIP NO. 553531104 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Fronos Technology B.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION THE NETHERLANDS 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 756,006 OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 756,006 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 756,006 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) 2.59%* 12 TYPE OF REPORTING PERSON (See Instructions) IN *Based on 28,518,719 shares of Common Stock outstanding at 09/01/2001 and the issuance of 700,000 shares of Common Stock upon the exercise of warrants beneficially owned by the reporting person. CUSIP NO. 553531104 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Dendron Technology B.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION THE NETHERLANDS 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 700,000 OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 700,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 700,000 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) 2.39%* 12 TYPE OF REPORTING PERSON (See Instructions) IN *Based on 28,518,719 shares of Common Stock outstanding at 09/01/2001 and the issuance of 700,000 shares of Common Stock upon the exercise of warrants beneficially owned by the reporting persons. Item 1. (a). Name of Issuer: MSC Software Corporation (b). Address of Issuer's Principal Executive Offices: 815 Colorado Boulevard, Los Angeles, CA 90041-1777 Item 2. (a). Name of Person Filing: Nearchos Irinarchos (b). Address of Principal Business Office, or if none, Residence: Vikavagen 9, S-167 71 Bromma, Sweden (c). Citizenship: Sweden (d). Title of Class of Securities: Common Stock, $0.01 par value (e). CUSIP Number: 553531104 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO SECS. 240.13d-1(b) OR 240.13d(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) (c) [ ] Insurance company as defined in section 3(a)(19) of the 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 Sec 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G) (h) [ ] A savings association 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 Sec. 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. (a). Amount Beneficially Owned 1,456,006 (b). Percent of Class: 4.87% based on 28,518,719 shares outstanding at 09/01/2001. (c). Number of Shares as to which the person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 1,456,006 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 1,456,006 Dendron Technology B.V. ("Dendron") and Fronos Technology B.V. ("Fronos") each hold warrants to purchase 700,000 shares of Common Stock, at an exercise price of $10.00 per share, of MSC.Software Corporation ("MSC"). The shares of MSC's Common Stock which may be acquired by each of Dendron and Fronos is summarized below. Number of Shares Issuable Upon ------------------------------ Percent of Record Owner Exercise of Warrant Shares Class - ------------ ------------------- ------ ---------- Dendron Technology B.V. 700,000 --- 2.39% Fronos Technology B.V. 700,000 56,006 2.59% 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: Not Applicable. 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. December 4, 2001 /s/ Nearchos Irinarchos Signature Nearchos Irinarchos, individually And on behalf of Dendron Technology, B.V. and Fronos Technology, B.V. -----END PRIVACY-ENHANCED MESSAGE-----