Amendment No.2 to Schedule 13D

-----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, NH/zcwxMGk98EVeyknhveMrdNVh0OqW3p4kxbgVmv8+yICJVI0oh8OFaG22aN1uv ZkZyUOA+Yv5CFdefeTeyxw== 0001017062-03-000871.txt : 20030421 0001017062-03-000871.hdr.sgml : 20030421 20030421140612 ACCESSION NUMBER: 0001017062-03-000871 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030421 GROUP MEMBERS: ANGELA G. WEBER GROUP MEMBERS: LION INVESTMENTS LIMITED GROUP MEMBERS: LMS CAPITAL LIMITED GROUP MEMBERS: LMS TIGER INVESTMENTS LIMITED GROUP MEMBERS: LONDON MERCHANT SECURITIES PLC GROUP MEMBERS: THE WEBER FAMILY TRUST GROUP MEMBERS: WESTPOOL INVESTMENT TRUST PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AXS ONE INC CENTRAL INDEX KEY: 0000947427 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132966911 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49026 FILM NUMBER: 03656679 BUSINESS ADDRESS: STREET 1: MEADOWS OFFICE COMPLEX STREET 2: 301 RT 17 NORTH CITY: RUTHERFORD STATE: NJ ZIP: 07070 BUSINESS PHONE: 2019353400 MAIL ADDRESS: STREET 1: MEADOWS OFFICE COMPLEX STREET 2: 301 ROUTE 17 NORTH CITY: RUTHERFORD STATE: NJ ZIP: 07070 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEBER EUGENE M CENTRAL INDEX KEY: 0001098765 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 50 CALIFORNIA STREET STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94114 BUSINESS PHONE: 4153625680 MAIL ADDRESS: STREET 1: 50 CALIFORNIA STREET STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94114 SC 13D/A 1 dsc13da.htm AMENDMENT NO.2 TO SCHEDULE 13D Amendment No.2 to Schedule 13D

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

AXS-One, Inc. (formerly known as Computron Software, Inc.)

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

205631 10 4

(CUSIP Number)

Simon Mitchley, London Merchant Securities plc,

33 Robert Adam Street, London W1U 3HR

44 20 7935 3555

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

March 28, 2003

(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. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of this 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. 205631 10 4


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). London Merchant Securities plc

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (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 United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

8. Shared Voting Power

1,384,600 (see Item 5)

9. Sole Dispositive Power

10. Shared Dispositive Power

1,384,600 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,384,600 (see Item 5)

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

13.	Percent of Class Represented by Amount in Row (11) 5.6% (see Item 5)

14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 205631 10 4


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Lion Investments Limited

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (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 United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

8. Shared Voting Power

0 (see Item 5)

9. Sole Dispositive Power

10. Shared Dispositive Power

0 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (see Item 5)

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

13.	Percent of Class Represented by Amount in Row (11) 0 (see Item 5)

14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 205631 10 4


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Westpool Investment Trust plc

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (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 United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

8. Shared Voting Power

0 (see Item 5)

9. Sole Dispositive Power

10. Shared Dispositive Power

0 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (see Item 5)

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

13.	Percent of Class Represented by Amount in Row (11) 0 (see Item 5)

14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 205631 10 4


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). The Weber Family Trust

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

3.	SEC Use Only

4.	Source of Funds (See Instructions) PF

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

6.	Citizenship or Place of Organization United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

5,000

8. Shared Voting Power

9. Sole Dispositive Power

5,000

10. Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,000

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

13.	Percent of Class Represented by Amount in Row (11) Less than 1%

14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 205631 10 4


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Eugene M. Weber

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

3.	SEC Use Only

4.	Source of Funds (See Instructions) PF

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

6.	Citizenship or Place of Organization United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

5,000

8. Shared Voting Power

9. Sole Dispositive Power

5,000

10. Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,000

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

13.	Percent of Class Represented by Amount in Row (11) Less than 1%

14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 205631 10 4


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Angela G. Weber

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

3.	SEC Use Only

4.	Source of Funds (See Instructions) PF

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

6.	Citizenship or Place of Organization United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

5,000

8. Shared Voting Power

9. Sole Dispositive Power

5,000

10. Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,000

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

13.	Percent of Class Represented by Amount in Row (11) Less than 1%

14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 205631 10 4


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). LMS Tiger Investments Limited

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (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 United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

8. Shared Voting Power

1,384,600 (See Item 5)

9. Sole Dispositive Power

10. Shared Dispositive Power

1,384,600 (See Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,384,600 (See Item 5)

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

13.	Percent of Class Represented by Amount in Row (11) 5.6% (See Item 5)

14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 205631 10 4


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). LMS Capital Limited

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

3.	SEC Use Only

4.	Source of Funds (See Instructions) OO

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

6.	Citizenship or Place of Organization United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

8. Shared Voting Power

1,384,600 (See Item 5)

9. Sole Dispositive Power

10. Shared Dispositive Power

1,384,600 (See Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,384,600 (See Item 5)

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

13.	Percent of Class Represented by Amount in Row (11) 5.6% (See Item 5)

14.	Type of Reporting Person (See Instructions) OO

Item 1. Security and Issuer

No material change has occurred in the facts set forth in response to this item of the Initial Filing of Schedule 13D, filed with the Securities and Exchange Commission on January 12, 1998 except as discussed below:

The name of the Issuer is AXS-One, Inc., a Delaware corporation (formerly known as Computron Software, Inc.).

Item 2. Identity and Background

No material change has occurred in the facts set forth in response to this item of the Initial Filing of Schedule 13D except as discussed below:

This Statement is filed pursuant to the Joint Reporting Agreement attached hereto as Exhibit 1 on behalf of London Merchant Securities plc, a limited company organized under the laws of England and Wales (“LMS”), Lion Investments Limited, a limited company organized under the laws of England and Wales (“Lion”), Westpool Investment Trust plc, a limited company organized under the laws of England and Wales (“Westpool”), LMS Tiger Investments Limited, a limited company organized under the laws of England and Wales (“Tiger”), LMS Capital Limited, a limited company organized under the laws of England and Wales (“LMS Capital”), The Weber Family Trust dated 1/6/89 (the “Trust”), Eugene M. Weber and Angela G. Weber (collectively, the “Filing Persons”).

Each of LMS, Lion, Westpool, Tiger, LMS Capital and each of their respective Executive Officers has its or his principal business address and its principal office at 33 Robert Adam Street, London W1U 3HR England.

Each of the Trust, Mr. Weber and Mrs. Weber has its, his or her principal business address and principal office at 340 Pine Street, Suite 300, San Francisco, CA 94104.

Each of Lion, Westpool and Tiger is an investment holding company wholly-owned by LMS Capital. LMS Capital is an investment holding company wholly-owned by LMS.

Item 3. Source and Amount of Funds or Other Consideration

No material change has occurred in the facts set forth in response to this item of the Initial Filing of Schedule 13D.

Item 4. Purpose of Transaction

No material change has occurred in the facts set forth in response to this item of the Initial Filing of Schedule 13D.

Item 5. Interest in Securities of the Issuer

No material change has occurred in the facts set forth in the response to this item of the Initial Filing of Schedule 13D except as discussed below:

The percentages of outstanding Issuer Common Stock reported in this Schedule 13D are based upon the assumption that there are 24,866,742 shares of Issuer Common Stock outstanding as of March 14, 2003.

On March 28, 2003, Lion and Westpool each transferred all of the Issuer Common Stock owned by it to Tiger.

Item

6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

A. Joint Reporting Agreement.

See attached Exhibit 1.

B. Purchase Agreement.

No material change has occurred in the facts set forth in response to this item of the Initial Filing of Schedule 13D.

C. Warrants.

No material change has occurred in the facts set forth in response to this item of the Initial Filing of Schedule 13D.

Item 7. Material to Be Filed as Exhibits

The Filing Persons file as exhibits the following:

Exhibit 1 Joint Reporting Agreement dated as of April 17, 2003, by and among LMS, Lion, Westpool, Tiger, LMS Capital, the Trust, Eugene M. Weber and Angela G. Weber.

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: April 17, 2003	LONDON MERCHANT SECURITIES PLC

	By:	/s/ Robert A. Rayne
	Name: Title:	Robert A. Rayne Director

	LION INVESTMENTS LIMITED

	By:	/s/ Robert A. Rayne
	Name: Title:	Robert A. Rayne Director

	WESTPOOL INVESTMENT TRUST PLC

	By:	/s/ Robert A. Rayne
	Name: Title:	Robert A. Rayne Director

	THE WEBER FAMILY TRUST DATED 1/6/89

	By:	/s/ Eugene M. Weber
	Name: Title:	Eugene M. Weber Trustee

	EUGENE M. WEBER

	/s/ Eugene M. Weber

	ANGELA G. WEBER

	/s/ Angela G. Weber

	LMS TIGER INVESTMENTS LIMITED

	By:	/s/ Robert A. Rayne
	Name: Title:	Robert A. Rayne Director

	LMS CAPITAL LIMITED

	By:	/s/ Robert A. Rayne
	Name: Title:	Robert A. Rayne Director

EX-1 3 dex1.htm JOINT REPORTING AGREEMENT Joint Reporting Agreement

EXHIBIT 1

AGREEMENT REGARDING JOINT FILING

STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under Section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of common stock of AXS-One, Inc. For that purpose, the undersigned hereby constitute and appoint London Merchant Securities PLC, a public limited company organized under the laws of England and Wales, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with Section 13(d) and Section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.

Dated: April 17, 2003

LONDON MERCHANT SECURITIES PLC

By:		/s/ Robert A. Rayne
		Robert A. Rayne, Director

LION INVESTMENTS LIMITED

By:		/s/ Robert A. Rayne
		Robert A. Rayne, Director

WESTPOOL INVESTMENT TRUST PLC

By:		/s/ Robert A. Rayne
		Robert A. Rayne, Director

LMS TIGER INVESTMENTS LIMITED

By:		/s/ Robert A. Rayne
		Robert A. Rayne, Director

LMS TIGER INVESTMENTS LIMITED

By:		/s/ Robert A. Rayne
		Robert A. Rayne, Director


/s/ Robert A. Rayne
Robert A. Rayne


/s/ Eugene M. Weber
Eugene M. Weber


/s/ Angela G. Weber
Angela G. Weber

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