-----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, L8fk3fFMD6++nvUOOyFNDko91Xaiiig8YV5xYYWk7pH2HbzohwCE+kulTMc52c3k TtVeklbjztReQGAm2ua9Qw== 0001047469-98-009258.txt : 19980311 0001047469-98-009258.hdr.sgml : 19980311 ACCESSION NUMBER: 0001047469-98-009258 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980310 SROS: NASD GROUP MEMBERS: CIC STANDY VENTURES, L.P. GROUP MEMBERS: SASSOWER PHILIP S SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATION INTELLIGENCE CORP CENTRAL INDEX KEY: 0000727634 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 942790442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51123 FILM NUMBER: 98561449 BUSINESS ADDRESS: STREET 1: 275 SHORELINE DR 6TH FL STREET 2: STE 520 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 4158027888 MAIL ADDRESS: STREET 1: 275 SHORELINE DR STREET 2: STE 520 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SASSOWER PHILIP S CENTRAL INDEX KEY: 0000908269 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 135 EAST 57TH ST STREET 2: 12TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127591909X30 MAIL ADDRESS: STREET 1: 135 EAST 57TH ST STREET 2: 12TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D/A OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Communication Intelligence Corporation - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 0-19301 -------------------------------------------------------- (CUSIP Number) Philip S. Sassower 135 East 57th Street 12th Floor New York, New York 10022 (212) 759-1909 - ------------------------------------------------------------------------------- Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 3, 1998 -------------------------------------------------------- (Date of Event which Requires Filing of this Statement) 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 / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent of such class.) (See Rule 13d-7.) 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 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). SCHEDULE 13D CUSIP No. 0-19301 Page 2 of 5 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons (a) Philip S. Sassower (SS No.: ###-##-####) ("Mr. Sassower") (b) CIC Standby Ventures, L.P. (IRS ID No.: 76-0455991) ("CIC") - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /X/ of a Group (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds See Item 3 - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization (a) United States (b) Delaware - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power See Item 5 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power See Item 5 -------------------------------------------------- (9) Sole Dispositive Power See Item 5 -------------------------------------------------- (10) Shared Dispositive Power See Item 5 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person See Item 5 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) See Item 5 - ------------------------------------------------------------------------------- (14) Type of Reporting Person (a) Mr. Sassower - IN (b) CIC - PN - ------------------------------------------------------------------------------- CUSIP No. 0-19301 Page 3 of 5 Pages --------- --- --- ITEM 1. SECURITY AND ISSUER This Amendment number 6 to the Statement on Schedule 13D (the "Statement") relates to shares of common stock, $.01 par value (the "Common Stock"), of Communication Intelligence Corporation, a Delaware corporation (the "Company"). The address of the principal executive office of the Company is 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065-1413. ITEM 2. IDENTITY AND BACKGROUND No change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION CIC Standby Ventures, L.P. ("CIC") distributed 808,935 shares of common stock to its partners on a pro rata baiss in proportion to their partnership interests. CIC acquired these shares in January 1997 as the result of a cashless exercise of warrants. ITEM 4. PURPOSE OF TRANSACTION On February 3, 1998, CIC distributed 808,935 shares of common stock to its partners in order to cover tax liability which the partners will incur as a result of CIC's cashless exercise of warrants in January 1997. Mr. Sassower is the general partner of CIC, and received 8,089 shares in the distribution. Susan O. Sassower, Mr. Sassower's wife, is a limited partner of CIC, and received 7,258 shares in the distribution. Mr. Sassower disclaims beneficial ownership of such shares. The Philip S. Sassower 1996 Grantor Retained Annuity Trust, of which Mr. Sassower is sole trustee, is a limited partner of CIC, and received 186,055 shares in the distribution. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The following represents the beneficial ownership of each Reporting Person:
No. of shares No. of shares beneficially owned beneficially owned Percentage with sole voting with shared voting Aggregate No. of shares of shares Name and dispositive power and dispositive power beneficially owned beneficially owned ------ --------------------- --------------------- ------------------------ ------------------ Philip S. Sassower 9,820,224(1)(2) 407,827(3)(4) 10,228,051(2)(3) 20.7%(5) CIC 9,000,000 -- 9,000,000 18.5%
1. The number of shares held by Mr. Sassower would be substantially different if the conversion of the Company's Series B 5% cumulative convertible preferred stock (the "Series B Preferred") is effected at an exercise price lower than $1.166 in accordance with the formula set forth in the Company's Certificate of Designations of Series B 5% cumulative convertible preferred (the "Designation"). 2. Mr. Sassower owns 8,089 of these shares directly, 516,080 of these shares directly after conversion of Series B Preferred at $1.166 per share, 110,000 of these shares directly after the exercise of options which may be exercised within 60 days of March 9, 1998, 186,055 of these shares indirectly as sole trustee of the Philip S. Sassower 1996 Grantor Retained Annuity Trust and 9,000,000 of these shares indirectly as sole general partner of CIC. 3. This represents 63,000 shares beneficially owned by the Susan O. Sassower Trust and 344,827 shares issuable upon conversion of 16,000 shares of Series B Preferred Stock at a conversion price of $1.166. Mr. Sassower and Susan O. Sassower, his wife, are the sole trustees of the Susan O. Sassower Trust and of the Philip S. Sassower 1996 Charitable Remainder Annuity Trust (the "Sassower Trust"). Mrs. Sassower's residence is 720 Park Avenue, New York, NY 10021. She is a homemaker. She has not been convicted in a criminal action nor a party to any civil action in the past five years, and is a U.S. citizen. 4. This number would be substantially different if the conversion of Series B Preferred is effected at an exercise price lower than $1.166 CUSIP No. 0-19301 Page 4 of 5 Pages --------- --- --- in accordance with the formula set forth in the Company's Designation. 5. The percentage of shares beneficially owned by Mr. Sassower is based on the following assumptions: (i) 48,544,491 shares of common stock issued and outstanding as of February 25, 1998, plus (ii) 516,080 shares issuable upon conversion of all of the 24,070 shares of Series B Preferred held of record by Mr. Sassower at a conversion price of $1.166, plus (iii) 344,827 shares issuable upon conversion of all of the 16,000 shares of Series B Preferred held of record by the Sassower Trust at a conversion price of $1.166, plus 110,000 shares issuable upon exercise of options held by Mr. Sassower which may be exercised within 60 days of March 9, 1998. In the event that the Series B Preferred are converted at a price lower than $1.166 and/or other holders of Series B Preferred have converted their shares, the percentages in this table would be substantially different. If the conversion price is lower than $1.166, the Company will be obligated to issue more shares than is reflected in this estimate, and the difference could be material. The number of shares of Common Stock issuable upon conversion of the Series B Preferred will increase at an increasing rate as the market price of the Common Stock decreases. This estimate is not intended to constitute a prediction as to the future market price of the Common Stock or the number of shares of Common Stock to be issued upon conversion. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. CUSIP No. 0-19301 Page 5 of 5 Pages --------- --- --- 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. /s/ Philip S. Sassower -------------------------------------- Philip S. Sassower CIC Standby Ventures, L.P. By: /s/ Philip S. Sassower -------------------------------------- Philip S. Sassower General Partner Dated: March 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----