0000891554-01-505828.txt : 20011019 0000891554-01-505828.hdr.sgml : 20011019 ACCESSION NUMBER: 0000891554-01-505828 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OXENHORN ELI CENTRAL INDEX KEY: 0000923599 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 0 STREET 2: 56 THE INTERVALS CITY: ROSLYN STATE: NY ZIP: 11576 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FALCONSTOR SOFTWARE INC CENTRAL INDEX KEY: 0000922521 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770216135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43393 FILM NUMBER: 1760429 BUSINESS ADDRESS: STREET 1: 125 BAYLIS ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631 777 5188 MAIL ADDRESS: STREET 1: 125 BAYLIS ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: NETWORK PERIPHERALS INC DATE OF NAME CHANGE: 19940502 SC 13G 1 d27095_sch13g.txt SCHEDULE 13G UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )(1) FALCONSTOR SOFTWARE, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 306137100 (CUSIP Number) August 22, 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) -------- (1) 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). Page 1 of 8 CUSIP No. 306137100 ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Eli Oxenhorn ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 2,898,932 shares 6.5% _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 454,770 shares 1.0% _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 2,898,932 shares 6.5% _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH 454,770 shares 1.0% ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,353,702 shares ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.5% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 8 CUSIP No. 306137100 ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Eli Oxenhorn Family Limited Partership ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 454,770 shares 1.0% _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 0 shares 0% _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 454,770 shares 1.0% _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH 0 shares 0% ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 454,770 shares ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.0% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ Page 3 of 8 Item 1. (a) FalconStor Software, Inc. (b) Address of Issuer's Principal Executive Offices 125 Baylis Road Melville, New York 11747 Common Stock, $0.01 par value per share (CUSIP No. 306137100) Item 2. 1. (a) Name of Person Filing: Eli Oxenhorn (b) Address of Principal Business Office, or, if none, Residence: 56 The Intervale Roslyn Estates, New York 11576 (c) Citizenship: United States (d) Title of Class of Securities: Common Stock, $0.01 par value per share (e) CUSIP Number: 306137100 2. (a) Name of Person Filing: Eli Oxenhorn Family Limited Partnership (b) Address of Principal Business Office, or, if none, Residence: 56 The Intervale Roslyn Estates, New York 11576 (c) Citizenship: Not applicable. (d) Title of Class of Securities: Common Stock, $0.01 par value per share (e) CUSIP Number: 306137100 Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person 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 as 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); Page 4 of 8 (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). Item 4. Ownership Pursuant to an Agreement and Plan of Merger and Reorganization, dated as of May 4, 2001, by and among FalconStor, Inc., Empire Acquisition Corp., a direct wholly-owned subsidiary of Network Peripherals, Inc., and Network Peripherals, Inc., FalconStor, Inc. merged with Empire Acquisition Corp. and became a wholly-owned subsidiary of Network Peripherals, Inc. The conversion ratio was 0.721858 shares of the Common Stock of FalconStor Software, Inc. (formerly known as Network Peripherals, Inc.), for each share of the common stock of FalconStor, Inc. 1. Eli Oxenhorn: (a) Amount Beneficially Owned: 3,353,702(2,3,4) shares. (b) Percent of Class: 7.5% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 2,898,932(2) shares. (ii) shared power to vote or to direct the vote: 454,770(3,4) shares. (iii) sole power to dispose or to direct the disposition of: 2,898,932(2) shares. (iv) shared power to dispose or to direct the disposition of: 454,770(3,4) shares. 2. Eli Oxenhorn Family Limited Partnership: (a) Amount Beneficially Owned: 454,770(3) shares. Reporting person is the general partner of the Eli Oxenhorn Family Limited Partnership. (b) Percent of Class: 1.0% (c) Number of shares as to which such person has: ------------------- (2) Consists of 2,887,432 shares of Common Stock held by Mr. Oxenhorn, 3,500 shares held by the Eli Oxenhorn SEP IRA account and 8,000 shares held by the Eli Oxenhorn Rollover IRA Account. (3) Consists of 454,770 shares of Common Stock held by the Eli Oxenhorn Family Limited Partnership. (4) The reporting person disclaims beneficial ownership of these securities, except to the extent of his equity interest therein. Page 5 of 8 (i) sole power to vote or to direct the vote: 454,770(3) shares. (ii) shared power to vote or to direct the vote: 0 shares. (iii) sole power to dispose or to direct the disposition of: 454,770(3) shares. (iv) shared power to dispose or to direct the disposition of: 0 shares. 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. 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. See Exhibit A for Joint Filing Agreement. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. (b) The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): By signing below each party certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and 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. Page 6 of 8 SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Date: October 2, 2001 /s/ Eli Oxenhorn --------------------------------------------- Eli Oxenhorn Eli Oxenhorn Family Limited Partnership By: /s/ Eli Oxenhorn -------------------------------------- Name: Eli Oxenhorn Title: General Partner Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) Page 7 of 8 Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.01 par value per share, of FalconStor Software, Inc. and that this Agreement be included as an Exhibit to such joint filing. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the 22nd day of August, 2001. /s/ Eli Oxenhorn ----------------------------------------- Eli Oxenhorn Eli Oxenhorn Family Limited Partnership By: /s/ Eli Oxenhorn -------------------------------- Name: Eli Oxenhorn Title: General Partner Page 8 of 8