-----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, Qzji9yFH2ivM66TMYpBiZHE+De3nf5++bdWmKfGRGoMsCfxOEjH4Y30wn0vzIAUO vYag2jOgL+AwgI2evCQINA== 0000912057-01-510012.txt : 20010424 0000912057-01-510012.hdr.sgml : 20010424 ACCESSION NUMBER: 0000912057-01-510012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010423 GROUP MEMBERS: BARRY L. GUTERMAN, SPECIAL TRUSTEE GROUP MEMBERS: JEFFREY P. SUDIKOFF, TRUSTOR AND TRUSTEE GROUP MEMBERS: JOYCE M. SUDIKOFF, TRUSTOR AND TRUSTEE GROUP MEMBERS: NEW MOON TRUST UDT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCC COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000924505 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 840796285 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54709 FILM NUMBER: 1608965 BUSINESS ADDRESS: STREET 1: 6285 LOOKOUT RD CITY: BOULDER STATE: CO ZIP: 80302 MAIL ADDRESS: STREET 1: 6285 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW MOON TRUST UDT CENTRAL INDEX KEY: 0001082256 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1875 CENTURY PARK EAST STREET 2: 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90057 BUSINESS PHONE: 3105511400 MAIL ADDRESS: STREET 1: NEW MOON TRUST UDT STREET 2: 1875 CENTURY PARK EAST 15TH FL CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 a2046407zsc13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (AMENDMENT NO. 1) SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 SCC COMMUNICATIONS CORP. (ISSUER) COMMON STOCK, $.001 PAR VALUE (TITLE OF CLASS OF SECURITIES) 78388X105 (CUSIP NUMBER) NEW MOON TRUST U/T/D DATED JUNE 1, 1995 C/O BARRY L. GUTERMAN, SPECIAL TRUSTEE 1875 CENTURY PARK EAST, SUITE 1500 LOS ANGELES, CA 90067-2516 TELEPHONE: (310) 551-1400 (NAME, ADDRESS AND TELEPHONE NUMBER OF AUTHORIZED PERSON TO RECEIVE NOTICES AND COMMUNICATIONS.) Check the following if a fee is being paid with 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 / /. 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). (1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: New Moon Trust U/T/D dated June 1, 1995 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) /X/ (b) (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION: California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER: -0- (6) SHARED VOTING POWER: 560,000 (7) SOLE DISPOSITIVE POWER: -0- (8) SHARED DISPOSITIVE POWER: 560,000 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 560,000 (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: / / (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.9% (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO Page 2 of 8 78388X105 (CUSIP NUMBER) (1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: Barry L. Guterman, Special Trustee (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) /X/ (b) (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER: -0- (6) SHARED VOTING POWER: 560,000 (7) SOLE DISPOSITIVE POWER: -0- (8) SHARED DISPOSITIVE POWER: 560,000 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 560,000 (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: / / (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.9% (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):IN Page 3 of 8 78388X105 (CUSIP NUMBER) (1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: Jeffrey P. Sudikoff, Trustor and Trustee (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) /X/ (b) (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER: -0- (6) SHARED VOTING POWER: 560,000 (7) SOLE DISPOSITIVE POWER: -0- (8) SHARED DISPOSITIVE POWER: 560,000 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 560,000 (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: / / (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.9% (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN Page 4 of 8 78388X105 (CUSIP NUMBER) (1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: Joyce M. Sudikoff, Trustor and Trustee (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) /X/ (b) (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER: -0- (6) SHARED VOTING POWER: 560,000 (7) SOLE DISPOSITIVE POWER: -0- (8) SHARED DISPOSITIVE POWER: 560,000 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 560,000 (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: / / (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.9% (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN Page 5 of 8 78388X105 (CUSIP NUMBER) Item 1(a).NAME OF ISSUER: SCC Communications Corp. Item 1(b).ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 6285 Lookout Road Boulder, CO 80301 Item 2. IDENTITY AND BACKGROUND OF FILING PERSONS: The persons filing this amended Schedule 13D/A are New Moon Trust UDT dated June 1, 1995 (the "Trust"), Barry L. Guterman, Special Trustee of the Trust (the "Special Trustee"), and Joyce and Jeffrey Sudikoff, each of whom are trustors and trustees of the Trust. The business address of the Trust is 1901 Main Street, Third Floor, Santa Monica, California 90405. The Special Trustee's business address is 1875 Century Park East, 15th Floor, Los Angeles, California 90067. The business address of Mr. and Mrs. Sudikoff is 1901 Main Street, Third Floor, Santa Monica, California 90405. The Trust, the Special Trustee and Mr. and Mrs. Sudikoff are sometimes referred to as the "Filing Persons." The Trust owns various publicly-traded securities and various other assets. The Special Trustee is an attorney practicing in Los Angeles, California. Mr. and Mrs. Sudikoff are private investors for their own account. During the last five years, except as set forth below, none of the Filing Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, except as set forth below, none of the Filing Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. On February 19, 1999, Mr. Sudikoff entered into a plea agreement to resolve all issues relating to a criminal action brought against him by a representative of the Page 6 of 8 78388X105 (CUSIP NUMBER) federal government. Under such plea agreement, under 15 U.S.C. Section 78ff, Mr. Sudikoff pled guilty to one violation of 15 U.S.C. Section 78p(a) and two violation of 15 U.S.C. Section 78j(b). In December 1999, the court sentenced Mr. Sudikoff to a community confinement center for a period of one year plus one day, and ordered him to pay a fine of $3 million and court costs. Mr. Sudikoff has paid the fine and court costs, and he completes serving his sentence on December 10, 2000. A civil action against Mr. Sudikoff relating to these matters has also been settled. On August 21, 2000, pursuant to an agreement between Mr. Sudikoff and the SEC, the court entered a final judgment imposing upon him monetary judgment of $522,505, plus interest, a civil penalty of $100,000 under 15 U.S.C. Section 78u-1(a), a civil penalty of $100,000 under 15 U.S.C. Section 78u(d)(3), and specified injunctive relief, including enjoining him from future violations of federal securities laws. Mr. Sudikoff has paid the monetary fine, including interest, and the civil penalties. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: The funds used by the Trust to acquire shares of Common Stock were derived from assets of the Trust. Item 4. PURPOSE OF TRANSACTION: The Trust acquired the shares of Common Stock for investment purposes only and does not presently have any plans or proposals which relate to or would result in the realization of any of items (a) through (j) or Item 4 of the Instructions to Schedule 13D. Item 5. INTEREST IN SECURITIES: (a) Amount Beneficially Owned: 560,000 [based on 11,507,016 shares of Common Stock as reported in the Issuer's Annual Report (Schedule 10-K) dated as of February 28, 2001] (b) Percent of Class: 4.9% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 560,000 (iii) sole power to dispose or to direct the disposition of: -0- Page 7 of 8 78388X105 (CUSIP NUMBER) (iv) shared power to dispose or to direct the disposition of: 560,000 The Trust sold 90,000 shares of Common Stock as follows: April 18, 2001 75,000 @ $8.5367/share Open-Market Sale April 19, 2001 15,000 @ $8.6500/share Open-Market Sale Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO ISSUER: Certification of Trust of New Moon Trust UDT June 1, 1995 Joint Reporting Statement Item 7. MATERIAL TO BE FILED AS EXHIBITS The Filing Persons filed as exhibits the following: Exhibit 1: Certification of Trust of New Moon Trust UDT June 1, 1995. Exhibit 2: Joint Reporting Statement 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. Date: April 23, 2001 NEW MOON TRUST U/D/T June 1, 1995 By:/s/ BARRY L. GUTERMAN --------------------------- Barry L. Guterman, Special Trustee Page 8 of 8 EX-1 2 a2046407zex-1.txt EXHIBIT 1 EXHIBIT 1 CERTIFICATION OF TRUST NEW MOON TRUST BARRY L. GUTERMAN, as Special Trustee of the NEW MOON TRUST, certifies as follows: 1. CREATION OF TRUST The Trust was created on June 1, 1995, under a Declaration of Trust executed on that date ("Trust"), and amended and restated by instrument dated July 24, 1997. 2. NAME OF TRUST The name of the Trust is the NEW MOON TRUST. 3. TRUSTEE The currently acting Trustees of the Trust are JEFFREY P. SUDIKOFF and JOYCE M. SUDIKOFF. The currently acting Special Trustee is BARRY L. GUTERMAN. Hereinafter Jeffrey P. Sudikoff, Joyce M. Sudikoff and Barry L. Guterman are individually and collectively referred to as the "Trustee" or "trustee of the Trust." 4. TRUST PROPERTY The Trustee is now holding as trustee of the Trust one or more items of real and personal property, both tangible and intangible, consisting of the community and separate property of the Trustors, which constitute the Trust property. 5. REVOCABILITY OF TRUST The Trust is revocable. 6. POWERS OF TRUSTEES The Trustee has certain powers which are set forth in the Declaration of Trust, as amended and restated, including the following powers pertaining to any and all property held under the Trust, in addition to those powers which are now or in the future conferred upon the Trustee under the laws of the State of California: 1. GENERAL INVESTMENTS. To invest and reinvest the trust funds in any kind of property (real, personal or mixed) and every kind of investment which investors of prudence, discretion and intelligence acquire for their own account; permissible -1- investments include, but are not limited to, corporate obligations of any kind, corporate stocks (preferred or common), mutual funds, mortgage participations, interests in investment trusts, and shares in investment companies. In addition, any corporate Trustee may invest in a common trust fund administered by the Trustee. 2. SECURITIES TRANSACTIONS. To purchase securities on margin, borrow money using securities or any trust property as collateral, purchase and sell commodities, purchase and sell securities options, sell short, and engage in any transaction involving any combination of these powers. 3. INCOME-PRODUCING PROPERTY. To continue to hold any income-producing property that the Trustee receives or acquires under the Trust as long as the Trustee deems advisable. 4. NON INCOME PRODUCING PROPERTY. To retain, purchase, or acquire unproductive property. 5. LIFE INSURANCE. To retain, purchase, or acquire life insurance policies on the life of any person and to exercise all rights of ownership contained in those policies. 6. STOCK AND SECURITIES POWERS. To have all rights, powers and privileges of an owner of the securities held in trust, including, but not limited to, the power to vote, give proxies, and pay assessments; to participate in voting trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers, liquidations, sales, and leases, and in connection with such participation, to deposit securities with and transfer title to any protective or other committee, as the Trustee may deem advisable; and to exercise or to sell stock subscriptions or conversion rights. 7. TITLE HOLDING TO TRUST ASSETS. To hold securities or other property in the Trustee's name as Trustee under the Trust or in the name of a nominee. The Trustee may also hold securities that are unregistered in such condition that ownership will pass by delivery. 8. BUSINESS INTERESTS HELD IN TRUST. To continue to hold and operate, to sell, or to liquidate, at the risk of the trust estate, and at the Trustee's discretion, any business, partnership interest or capital stock of any corporation that the Trustee receives or acquires under any trust established under the Trust. In connection with the powers given the Trustee under this subparagraph, the Trustee shall have the power to guarantee any indebtedness incurred by any such business, partnership or corporation, to execute and deliver evidences of such guarantee, and to pledge, hypothecate or otherwise encumber any part or all of -2- the trust estate to secure payment of any indebtedness or guarantee, and to repay such indebtedness out of the trust estate. 9. REAL AND PERSONAL PROPERTY--GENERAL POWERS. To manage, control, grant options on, sell (for cash or on deferred payments, with or without security), convey, exchange, partition, divide, improve, repair and otherwise exploit and develop all real and personal trust property. 10. LEASES OF TRUST PROPERTY. To lease trust property for terms within or beyond the term of the Trust and for any purpose, including but not limited to, exploration for and removal of gas, oil, and other minerals; and to enter into community oil leases, pooling, and unitization agreements. 11. TRUST DEBTS--GENERAL POWERS. To borrow money, and to encumber or hypothecate trust property by mortgage, deed of trust, pledge, or otherwise, for the debts of the trust or the joint debts of the trust and a co-owner of trust property; while both Trustors are living, to guarantee any indebtedness incurred by either or both of them; and in connection with any guarantee, to execute and deliver promissory notes or other evidences of such indebtedness or guarantee of the Trustee. 12. LITIGATION ON BEHALF OF TRUST. To commence or defend such litigation in connection with the Trust or any Trust property as the Trustee may deem advisable, at the expense of the Trust. The Trustee shall also have the power to compromise, submit to arbitration, abandon, or otherwise adjust any claims or litigation against or in favor of the Trust. 13. EMPLOYMENT OF TRUST AGENTS. To employ investment advisors, attorneys, accountants, and any other agents or advisors to assist the Trustee in the administration of the Trust. 14. LIABILITY INSURANCE. To carry insurance of such kinds and in such amounts as the Trustee deems advisable, at the expense of the trust estate, in order to protect the Trust against any damage or loss, and to protect the Trustee personally against any liability arising from actions taken in good faith by the Trustee on behalf of the Trust. 15. TRANSACTIONS BETWEEN TRUST AND TRUSTEE. To loan or advance the Trustee's own funds to the Trust for any trust purpose, with interest at current rates; to receive security for such loans in the forms of a mortgage, pledge, deed of trust, or other encumbrance of any assets of the trust; to purchase assets of the trust at their fair market value as determined by an independent appraisal of those assets; to sell the Trustee's own property to the Trust at a price not in excess of its fair market value as determined by an independent appraisal; and to lease assets to or -3- from the Trust for fair rental value as determined by an independent appraisal. 16. LOANS TO AND FROM PROBATE ESTATE OF A TRUSTOR OR TRUST CREATED BY EITHER TRUSTOR. To loan funds or assets belonging to the Trust to the probate estate of either Trustor, from one trust to any other trust created under the Trust, or to any trust created by either or both of the Trustors, upon such equitable terms and in such amounts as the Trustee deems advisable. 17. PURCHASES FROM PROBATE ESTATE OF A TRUSTOR OR FROM TRUST CREATED BY EITHER TRUSTOR. To purchase property from the probate estate of either Trustor, or from any trust created by either or both of the Trustors, at its fair market value. 7. CONFIDENTIALITY OF TRUST The Trustors intend that this Trust shall be confidential, and Trustee shall not disclose the names of any of the beneficiaries without the express written consent of the Trustors. Additionally, the Trustee cannot furnish a copy of this Trust to any person or entity without the express written consent of the Trustors. The purpose of this provision is to insure the privacy of the Trustors and their family, and shall in no way be interpreted as an attempt to mislead any person or entity engaged in a transaction with the Trust. 1. Trustee is empowered to execute a certification of trust in accordance with the provisions of California Probate Code Section 18100.5. The certification shall comply with the Trustors' desire for confidentiality. 8. NO REVOCATIONS, MODIFICATIONS, OR AMENDMENTS The Trust has not been revoked, modified, or amended in any manner which would cause the representations contained in this certification of Trust to be incorrect. 9. SIGNED BY THE CURRENTLY ACTING SPECIAL TRUSTEE This Certification is being signed by the currently acting Special Trustee of the Trust. 10. ACCURACY This Certification of Trust is a true and accurate statement of the matters referred to herein. -4- 11. SIGNATURE AUTHORITY The signature of only one Trustee is required to exercise the powers of the trustee under the Trust. A written instruction or written authorization by either of the Trustors or the Trustees is needed for the Special Trustee to exercise the powers of the trustee under the Trust. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Date: December 5, 2000 /s/ BARRY L. GUTERMAN --------------------- BARRY L. GUTERMAN, Special Trustee of the New Moon Trust dated June 1, 1995 -5- EX-2 3 a2046407zex-2.txt EXHIBIT 2 EXHIBIT 2 JOINT REPORTING AGREEMENT In consideration of the mutual covenants herein contained, each of the parties hereto represents to and agrees with the other party as follows: 1. Such party is eligible to file a statement or statements on Schedule 13D pertaining to the Common Stock, $.001 value per share, SCC Communication Corp., to which this Agreement is an exhibit, for filing of the information contained therein. 2. Such party is responsible for timely filing of such statement and any amendments thereto and for the completeness and accuracy of the information concerning such party contained therein, PROVIDED that no such party is responsible for the completeness or accuracy of the information concerning the other parties making the filing, unless such party knows or has reason to believe that such information is inaccurate. 3. Such party agrees that such statement is filed by and on behalf of each party and that any amendment thereto will be filed on behalf of each such party. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement. Date: December 6, 2000 NEW MOON TRUST U/D/T June 1, 1995 By:/s/ BARRY L. GUTERMAN --------------------- Barry L. Guterman, Special Trustee /s/ BARRY L. GUTERMAN ---------------------------- BARRY L. GUTERMAN, as Special Trustee of the New Moon Trust [SIGNATURES APPEAR ON NEXT PAGE] /s/ JEFFREY P. SUDIKOFF --------------------------------- JEFFREY P. SUDIKOFF, as Trustor and Trustee of the New Moon Trust /s/ JOYCE M. SUDIKOFF --------------------------------- JOYCE M. SUDIKOFF, as Trustor and Trustee of the New Moon Trust -2- -----END PRIVACY-ENHANCED MESSAGE-----