-----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, HPhiTequq6JuH2XtliXGfNq8sJbCPRT3x4hnplWC8aknaqz949pF2ky66xvx1Y2q 3OWJYh0KI0LboxijPDgf9g== 0001144204-05-021700.txt : 20050715 0001144204-05-021700.hdr.sgml : 20050715 20050715125814 ACCESSION NUMBER: 0001144204-05-021700 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050715 DATE AS OF CHANGE: 20050715 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOCUS ENHANCEMENTS INC CENTRAL INDEX KEY: 0000884719 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 043144936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-52653 FILM NUMBER: 05956557 BUSINESS ADDRESS: STREET 1: 1370 DELL AVE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4088668300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Roiff Paul G CENTRAL INDEX KEY: 0001330657 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 617-266-1168 MAIL ADDRESS: STREET 1: 221 COLUMBUS AVENUE STREET 2: #800 CITY: BOSTON STATE: X1 ZIP: 02116 SC 13G 1 v021582.txt --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 --------------------------- Expires: October 31, 2005 --------------------------- Estimated average burden hours per response...11 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* FOCUS ENHANCEMENTS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 344159108 - -------------------------------------------------------------------------------- (CUSIP Number) April 8, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] 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). PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1745 (12-02) - --------------------------- -------------------------- CUSIP No. 344159108 13G Page 2 of 6 Pages - --------------------------- -------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) PAUL ROIFF - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A GROUP (a) (b) - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER 4,336,428* NUMBER OF ------------------------------------------------------------------ SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY ------------------------------------------------------------------ EACH 7. SOLE DISPOSITIVE POWER 4,336,428* REPORTING PERSON WITH: ------------------------------------------------------------------ 8. SHARED DISPOSTIVE POWER - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,336,428* - -------------------------------------------------------------------------------- 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) 6.9% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- * Includes 535,000 shares of common stock purchased on June 21, 2005 pursuant to a private placement of common sotck by the Issuer; and 160,714 shares of common stock issuable upon exercise of warrants exercisable within 60 days of July 5, 2005. - --------------------------- -------------------------- CUSIP No. 344159108 13G Page 3 of 6 Pages - --------------------------- -------------------------- ITEM 1. (a) Name of Issuer: FOCUS ENHANCEMENTS, INC. (b) Address of Issuer's Principal Executive Offices: 1370 DELL AVENUE CAMPBELL, CALIFORNIA 95008 ITEM 2. (a) Name of Person Filing: PAUL ROIFF (b) Address of Principal Business Office or, if none, Residence: 301 COLUMBUS AVENUE 2ND FLOOR BOSTON, MASSACHUSETTS 02116 (c) Citizenship: USA (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 344159108 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13d-1(b) OR 240.13d-2 (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. 780). (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 ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with ss. 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 ss.240.13d-1(b)(1)(ii)(J). - --------------------------- -------------------------- CUSIP No. 344159108 13G Page 4 of 6 Pages - --------------------------- -------------------------- ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 4,336,428* (b) Percent of class: 6.9% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 4,336,428* (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition of: 4,336,428* (iv) Shared power to dispose or to direct the disposition of: 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 [ ]. Instruction: Dissolution of a group requires a response to this item. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. * Includes 535,000 shares of common stock purchased on June 21, 2005 pursuant to a private placement of common stock by the Issuer; and 160,714 shares of common stock issuable upon exercise of warrants exercisable within 60 days of July 5, 2005. - --------------------------- -------------------------- CUSIP No. 344159108 13G Page 5 of 6 Pages - --------------------------- -------------------------- ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. ITEM 10. CERTIFICATION The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and (a) 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. [X] The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and (b) 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. [ ] - --------------------------- -------------------------- CUSIP No. 344159108 13G Page 6 of 6 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. JULY 14, 2005 ------------------------------------------ Date /S/ PAUL ROIFF ------------------------------------------ Signature PAUL ROIFF ------------------------------------------ Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----