-----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, FvkwwTnUB4FXHAgQ1mqzVPx/0tSa1rJN+Kacxnd7WmgQ7cHntkspdZnVm1qXuFDo BZDz3W6YcoVHufwzJecq1w== 0001012870-97-001816.txt : 19970918 0001012870-97-001816.hdr.sgml : 19970918 ACCESSION NUMBER: 0001012870-97-001816 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970917 SROS: NASD GROUP MEMBERS: MK GVD FUND GROUP MEMBERS: MK GVD MANAGEMENT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EROX CORP CENTRAL INDEX KEY: 0000878616 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 943107202 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50071 FILM NUMBER: 97681905 BUSINESS ADDRESS: STREET 1: 4034 CLIPPER CT CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5102266874 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MK GVD FUND CENTRAL INDEX KEY: 0000935995 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2471 E BAYSHORE RD STREET 2: SUITE 520 CITY: PALO ALTO STATE: CA ZIP: 94303 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)* EROX Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 296022106 ------------------------------- (CUSIP Number) EROX Corporation 2471 E. Bayshore Road Palo Alto, CA 94303 (415) 424-0151 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 19, 1997 ------------------------------------------------------- (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 [_]. 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). PAGE 2 OF 7 SCHEDULE 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON MK GVD Fund 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON I.D. # - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 OO - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 5 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 California - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 0 SHARES ------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,333,333 OWNED BY ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER 10 1,333,333 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,333,333 shares of Issuer's Common Stock (1) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE 12 INSTRUCTIONS) - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 11.47% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 PN - -------------------------------------------------------------------------------- PAGE 3 OF 7 SCHEDULE 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON MK GVD Management 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON I.D. # - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 OO - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 5 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 California - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 0 SHARES ------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,333,333 OWNED BY ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER 10 1,333,333 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,333,333 shares of Issuer's Common Stock (1) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE 12 INSTRUCTIONS) - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 11.47% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 PN - -------------------------------------------------------------------------------- PAGE 4 OF 7 SCHEDULE 13D Item 1. Security and Issuer. ------------------- The title of the class of securities to which this Schedule 13D relates is Common Stock ("Issuer Common Stock") of EROX Corporation (the "Issuer"). The principal executive offices of the Issuer are located at 4034 Clipper Court, Fremont, CA 94538. Item 2. Identity and Background. ----------------------- This statement is filed on behalf of (a) MK GVD Fund, a California limited partnership engaged in venture capital investments ("MK GVD") and (b) MK GVD Management, a California limited partnership engaged in venture capital investments ("GVD Management"). GVD Management is the general Partner of MK GVD. The general partners of GVD Management are Michael D. Kaufman ("Kaufman") and Greg Lahann ("Lahann"), each U.S. citizens. The business address for each of the foregoing is 2471 E. Bayshore Road, Palo Alto, CA 94303. Kaufman and Lahann are general partners of various venture capital funds affiliated with MK Global Ventures. The disclosures required by paragraphs (d) and (e) of this Item 2 are in applicable with respect to persons identified in this Item 2. Item 3. Source and amount of Funds or Other Consideration. ------------------------------------------------- MK GVD acquired the securities of the Issuer disclosed on the cover page of this Schedule 13D pursuant to a certain Series AA Preferred Stock Purchase Agreement by and among the Issuer, Kaufman and MK GVD dated August 19, 1997 (the "Stock Purchase Agreement"). Pursuant to the Stock Purchase Agreement, MK GVD paid an aggregate of $1,999,999.50 or $1.50 per share for 1,333,333 shares of the Issuer's Series AA Preferred Stock. MK GVD sourced such consideration from investment partnership funds. Also pursuant to the Stock Purchase Agreement, Kaufman purchased 100,000 Shares of the Issuer's Series AA Preferred Stock for an aggregate consideration of $150,000/(1)/. Kaufman sourced such consideration from personal funds. Item 4. Purpose of Transaction. ---------------------- The purpose of the transaction described in Item 3 above was to acquire securities of the Issuer for investment purposes. - ---------------- (1) A Schedule 13G has been filed with the Securities and Exchange Commission on behalf of Kaufman with respect to such purchase. PAGE 5 OF 7 SCHEDULE 13D Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) and (b) MK GVD and GVD Management each beneficially own 1,333,333/(2)/ shares of Issuer Common Stock, which constitutes 11.47% of the outstanding shares of the Issuer. Kaufman, as the controlling general partner of GVD Management, retains the voting and dispositve power over such shares. Kaufman disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. (c) During the past sixty days, the only transactions by the persons listed in paragraph (a) above involving Issuer Common Stock are described in Item 3 above and Item 6 below. (d) Kaufman retains the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities to which this Schedule 13D relates. Kaufman disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with ------------------------------------------------------------- respect to Securities of the Issuer. - ----------------------------------- As described in Item 3, MK GVD and Kaufman are parties to the Stock Purchase Agreement pursuant to which they acquired 1,333,333 and 100,000 shares, respectively, of the Issuer's Series AA Preferred Stock for an aggregate consideration of $2,149,999.50. Also in connection with such transaction, MK GVD is entitled to elect one director of the Issuer. MK GVD and Kaufman are also parties to a certain Information and Registration Rights Agreement among the Issuer, Kaufman and MK GVD dated August 19, 1997 (the "Rights Agreement"). Pursuant to the terms of the Rights Agreement, MK GVD and Kaufman possess certain rights with respect to the registration of shares of Issuer Common Stock. Under the Registration Rights Agreement, holders of at least 25% of the Issuer's unregistered Common Stock or Issuer Common Stock issued or issuable upon conversion or exchange of any of the Issuer's securities which are convertible into Issuer Common Stock ("Registrable Securities") may, any time after August 19, 1998, request that the Issuer prepare and file a registration statement, on a form other than Form S-3 with respect to all or part of the Registrable Securities, subject to certain conditions, including the right of the Company to defer such registration for up to 120 days. Additionally, MK GVD and Kaufman, subject to certain conditions, have the right to request, at any time after August 19, 1998, registrations on Form S-3. Further, in the event that the Issuer proposes to register any of its Common Stock under the Securities Act of 1934, as amended, MK GVD and Kaufman are entitled to receive notice thereof and to include in such registration all or part of the Registrable Securities that they hold, subject to certain conditions, including the right of the underwriters to limit the number of shares of Issuer Common Stock to be included in such registration and underwriting. Item 7. Materials to be Filed as Exhibits. --------------------------------- Inapplicable. - ------------------- (2) Such Shares of the Issuer's Series AA Preferred Stock are convertible into an aggregate of 1,333,333 Shares of Issuer Common Stock based on conversion formulas, as appropriately adjusted, set forth in the Issuer's Certificate of Incorporation. PAGE 6 OF 7 SCHEDULE 13D 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 September 16, 1997 MK GVD Fund By: MK GVD Fund Management General Partner By: /s/ Michael D. Kaufman ------------------------------------- Michael D. Kaufman General Partner MK GVD Management By: /s/ Michael D. Kaufman ------------------------------------- Michael D. Kaufman General Partner PAGE 7 OF 7 SCHEDULE 13D Schedule I Joint Filing Agreement, dated September 16, 1997, among the signatories to the Schedule 13D. JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1 (f)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D 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 it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument. Dated: September 16, 1997 MK GVD By: MK GVD Management General Partner By: /s/ Michael D. Kaufman ------------------------------------- Michael D. Kaufman General Partner MK GVD Management By: /s/ Michael D. Kaufman ------------------------------------- Michael D. Kaufman General Partner -----END PRIVACY-ENHANCED MESSAGE-----