X0201 3 2002-05-03 0 0001014955 EXCELON CORP EXLN 0001170998 EMPIRE CAPITAL PARTNERS LP C/O EMPIRE G P LLC 1 GORHAM ISLAND WESTPORT CT 06880 0 0 1 0 Common Stock, $0.01 par value per share 743275 I See Remarks The amount of securities beneficially owned is reported on an after split basis and reflects the effect of a reverse stock split of the Common Stock effective October 7, 2002. This statement is filed by: (i) Empire Capital Partners, L.P. ("Empire Capital"), with respect to the shares of Common Stock directly owned by it; (ii) Empire Capital GP., L.L.C. ("Empire GP"), with respect to the shares of Common Stock directly owned by Empire Capital; (iii) Empire Capital Management, L.L.C. ("Empire Management"), with respect to the shares of Common Stock owned directly by Charter Oak Partners L.P., ("Charter Oak"); (iv) Mr. Scott A. Fine with respect to the shares of Common Stock directly owned by Empire Capital and Charter Oak;and (v) Mr.Peter J.Richards with respect to the shares of Common Stock directly owned by Empire Capital and Charter Oak.Empire GP serves as the general partner to Empire Capital and Messrs.Fine and Richards serve as the members of Empire GP.Empire GP,as general partner of Empire Capital,has investment discretion over the securities directly owned by Empire Capital.Messrs.Fine and Richards also serve as manag ing members of Empire Management,an affiliate of Empire GP,which manages a portion of the assets of Charter Oak pursuant to a management agreement.Each of the reporting persons disclaims any beneficial ownership of any of the Issuer's securities to which this Form 3 relates for the purposes of Section 16 of the Securities Exchange Act of 1934,as amended,except as to such secruities in which each such person may be deemed to have an indirect pecuniary interest. The reporting persons acknowledge that this statement has not been filed within the time period specified in Section 16(a) of the Act and that the failure to file this statement within the specified time period was inadvertent. /s/ Scott A. Fine, on behalf of Empire Capital Partners, L.P. 2003-12-30 /s/ Peter J. Richards, on behalf of Empire Capital Partners, L.P. 2003-12-30 /s/ Scott A. Fine, on behalf of Empire GP, L.L.C. 2003-12-30 /s/ Peter J. Richards, on behalf of Empire GP, L.L.C. 2003-12-30 /s/ Scott A. Fine, on behalf of Empire Capital Management, L.L.C. 2003-12-30 /s/ Peter J. Richards, on behalf of Empire Capital Management, L.L.C. 2003-12-30 /s/ Scott A. Fine, individually 2003-12-30 /s/ Peter J. Richards, individually 2003-12-30