-----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, AzUn8KUgd8E9S80r6PKKv3IrgxLRN8QScqTYx1fKADqP4FeqiQWrKnZ3nVhCxUBj RWPfXLaMVZpa5wnhYrH8UQ== 0000950152-05-004917.txt : 20050611 0000950152-05-004917.hdr.sgml : 20050611 20050602155403 ACCESSION NUMBER: 0000950152-05-004917 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050602 DATE AS OF CHANGE: 20050602 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST VIRTUAL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000920317 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770357037 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55273 FILM NUMBER: 05874095 BUSINESS ADDRESS: STREET 1: 3200 BRIDGE PARKWAY SUITE 202 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650 801 6500 MAIL ADDRESS: STREET 1: 3200 BRIDGE PARKWAY SUITE 202 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: FVC COM INC DATE OF NAME CHANGE: 19980811 FORMER COMPANY: FORMER CONFORMED NAME: FIRST VIRTUAL CORP DATE OF NAME CHANGE: 19971010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARROWHEAD HOLDINGS CORP CENTRAL INDEX KEY: 0000905898 IRS NUMBER: 341533564 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6950 SOUTH EDGERTON ROAD STREET 2: N/A CITY: BRECKSVILLE STATE: OH ZIP: 44141-3184 BUSINESS PHONE: (440)838-4700 MAIL ADDRESS: STREET 1: 6950 SOUTH EDGERTON ROAD STREET 2: N/A CITY: BRECKSVILLE STATE: OH ZIP: 44141-3184 SC 13D 1 l14206asc13d.htm BHIT SCHEDULE 13D SCHEDULE 13D
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*

First Virtual Communications, Inc.


(Name of Issuer)

Common Stock, $.001 Par Value


(Title of Class of Securities)

337484307


(CUSIP Number)

John V. Curci, Vice-President, Treasurer & CFO
Arrowhead Holdings Corporation
6950 South Edgerton Road, Brecksville, Ohio 44141
Phone: (440) 838-4700


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 24, 2005


(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

 
 

 


 

CUSIP No. 337484307     Schedule 13D
     

1.
  Names of Reporting Persons. Arrowhead Holdings Corporation
  I.R.S. Identification Nos. of above persons (entities only).34-1533564

2.
  Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)
  (b)

3.
  SEC Use Only

4.
  Source of Funds (See Instructions) WC

5.
  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6.
  Citizenship or Place of Organization Delaware

         
Number of
  7. Sole Voting Power   1,685,296
Shares Beneficially
       
by
  8. Shared Voting Power   0
Owned by Each
       
Reporting
  9. Sole Dispositive Power   1,685,296
Person With
       
  10. Shared Dispositive Power   0


     
11.
  Aggregate Amount Beneficially Owned by Each Reporting Person 1,685,296

12.
  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o.

13.
  Percent of Class Represented by Amount in Row (11) 11.6%

14.
  Type of Reporting Person (See Instructions) CO



ITEM 1. SECURITY AND ISSUER

This statement relates to the common stock, $.001 par value (the “Common Stock”) of First Virtual Communications, Inc. (the “Issuer”), a Delaware corporation. The principal executive offices of the Issuer are located at 3200 Bridge Parkway, Suite 202, Redwood City, CA 94065

ITEM 2. IDENTITY AND BACKGROUND

  (a)   This statement is being filed by Arrowhead Holdings Corporation (“AHC”). AHC is sometimes referred to as the “Filing Person”.
 
  (b)   The Filing Person is a Delaware corporation. The address of the principal business and office of the Filing Person is 6950 South Edgerton Road, Brecksville, Ohio 44141-3184.
 
      The names, business address, and present principal occupation or employment of each of the officers and directors of the Filing Person are set forth in Schedule A to this statement and is incorporated herein by reference in its entirety.

Schedule 13-D   Page 2 of 5

 


 

CUSIP No. 337484307   Schedule 13D


  (c)   The Filing Person is a diversified holding company, whose principal holding is Vesper Corporation. Vesper Corporation is itself a diversified manufacturing corporation owning business entities which produce aircraft and aerospace ducting systems, gears, high-performance strainers, lubrication systems, and steel lockers and storage systems.
 
  (d)   The Filing Person has not been convicted in any criminal proceeding during the last five years.
 
  (e)   The Filing Person has not been a party during the last five years to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
  (f)   The executive officers and directors of the Filing Person are each United States citizens.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The Filing Person purchased 1,685,296 shares of the Common Stock, $.001 par value per share of the Issuer for a purchase price of $16,853. The source of funds to make this purchase came from the general operating funds.

ITEM 4. PURPOSE OF TRANSACTION

The Filing Person entered into the transaction for investment purposes and not with the purpose or the effect of changing or influencing control of the Issuer.

The Filing Person intends from time to time to review its ownership position in the Issuer and may, based on such factors as it deems relevant, seek to acquire additional shares of Common Stock, dispose of Common Stock, or take any additional actions set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF ISSUER

  (a)   The Filing Person beneficially owns 1,685,296 shares of Common Stock, which constitutes approximately 11.6% of the Common Stock outstanding (based upon 14,564,271 shares of Common Stock outstanding as of March 15, 2004).
 
  (b)   The Filing Person has sole voting power and power to dispose of the 1,685,296 shares of the Issuer’s Common Stock. The Filing Person has shared voting power and power to dispose of 0 shares of the Issuer’s Common Stock.
 
  (c)   On May 24, 2005, the Filing Person purchased 1,685,296 shares of the Issuer’s Common Stock, $.001 par value per share, of the Issuer for a purchase price of $16,853.
 
  (d)   No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by the Filing Person.
 
  (g)   Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
               THE ISSUER

None

Schedule 13-D   Page 3 of 5

 


 

CUSIP No. 337484307   Schedule 13D


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

None

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.

Dated: June 2, 2005

Arrowhead Holdings Corporation

By: /s/ John V. Curci

Name: John V. Curci

Title: Vice President, Treasurer & CFO

Schedule 13-D   Page 4 of 5

 


 

CUSIP No. 337484307   Schedule 13D


SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF ARROWHEAD HOLDINGS CORPORATION

The following table sets forth the name and present principal occupation or employment of each executive officer and director of the Filing Person. The business address for each person set forth below is 6950 South Edgerton Road, Brecksville, Ohio 44141-3184.

     
NAME
  PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT

 
   
James Benenson, Jr.,
  Director, Chairman of the Board of Directors, and Chief Executive Officer

 
   
James Benenson, III
  Director, Co-President

 
   
Clement C. Benenson
  Director, Co-President

 
   
Clifford J. Demarest
  Director

 
   
John V. Curci,
  Vice President, Treasurer, Secretary and Chief Financial Officer

Schedule 13-D   Page 5 of 5

 

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