-----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, GNLGyevjyf1AT3qYiOUIGF6X78IEQpiX3F8bstwEvISO+B5px8Jq/P2TDDjv4KdH afw06M6qJMYwSEVuIm6X6Q== 0000912057-01-005846.txt : 20010223 0000912057-01-005846.hdr.sgml : 20010223 ACCESSION NUMBER: 0000912057-01-005846 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 GROUP MEMBERS: CAROL TURCHIN GROUP MEMBERS: MARK A. MAYS GROUP MEMBERS: MONDERER BENJAMIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOT HILL SYSTEMS CORP CENTRAL INDEX KEY: 0001042783 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 133460176 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-52895 FILM NUMBER: 1545333 BUSINESS ADDRESS: STREET 1: 6305 EL CAMINO REAL CITY: CARLSBAD STATE: CA ZIP: 92009 BUSINESS PHONE: 2129894455 MAIL ADDRESS: STREET 1: 6305 EL CAMINO REAL CITY: CARLSBAD STATE: CA ZIP: 92009 FORMER COMPANY: FORMER CONFORMED NAME: BOX HILL SYSTEMS CORP DATE OF NAME CHANGE: 19970722 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MONDERER BENJAMIN CENTRAL INDEX KEY: 0001082009 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 161 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2129894455 SC 13G/A 1 a2037695zsc13ga.txt SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Dot Hill Systems Corp. ------------------------------------------------------------------------------ (Name of Issuer) Common Stock ($.01 par value) ------------------------------------------------------------------------------ (Title of Class of Securities) 25848T109 -------------------------------------------- (CUSIP Number) December 31, 2000 ------------------------------------------------------------------------------ (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) / / Rule 13d-1(c) /X/ Rule 13d-1(d) *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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Page 1 of 10 pages CUSIP No. 25848T109 - ------------------------------------------------------------------------------ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Benjamin Monderer - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization United States - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of Shares ---------------------------------------------------------- Beneficially Owned 6. Shared Voting Power 7,723,601 (1) by Each Reporting ---------------------------------------------------------- Person With: 7. Sole Dispositive Power 4,816,264 (2) ---------------------------------------------------------- 8. Shared Dispositive Power - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,723,601 (1) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 31.4% - ------------------------------------------------------------------------------ 12. Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------
(1) Includes 18,542 shares issuable to Carol Turchin upon exercise of options to purchase common stock within 60 days of December 31, 2000. (2) Includes 2,476,753 shares owned by Dr. Monderer, 2,339,511 shares held by the Monderer 1999 GRAT u/a/d 1999 Trust, as to which Dr. Monderer is the trustee. Page 2 of 10 pages CUSIP No. 25848T109 - ------------------------------------------------------------------------------ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mark A. Mays - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization United States - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of Shares ----------------------------------------------------------- Beneficially Owned 6. Shared Voting Power 7,723,601 (1) by Each Reporting ----------------------------------------------------------- Person With: 7. Sole Dispositive Power 2,751,653 ----------------------------------------------------------- 8. Shared Dispositive Power - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,723,601 (1) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 31.4% - ------------------------------------------------------------------------------ 12. Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------
Page 3 of 10 pages CUSIP No. 25848T109 - ------------------------------------------------------------------------------ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Carol Turchin - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) X (b) - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization United States - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of Shares ----------------------------------------------------------- Beneficially Owned 6. Shared Voting Power 7,723,601 (1) by Each Reporting ----------------------------------------------------------- Person With: 7. Sole Dispositive Power 155,684 (1) ----------------------------------------------------------- 8. Shared Dispositive Power - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,723,601 (1) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 31.4% - ------------------------------------------------------------------------------ 12. Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------
Page 4 of 10 pages Item 1. (a) Name of Issuer Dot Hill Systems Corp. (b) Address of Issuer's Principal Executive Offices 6305 El Caminio Real Carlsbad, CA 92009 Item 2. (a) Name of Person Filing Benjamin Monderer, Carol Turchin, Mark A. Mays (b) Address of Principal Business Office or, if none, Residence 161 Avenue of the Americas, New York NY 10013 (c) Citizenship Each reporting person is a citizen of the United States (d) Title of Class of Securities Common Stock ($.01 par value) (e) CUSIP Number 25848T109 Item 3. If this statement is filed pursuant to Sections 240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. Page 5 of 10 Pages Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 7,723,601 shares (1) --------- (b) Percent of class: 31.4% ----- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote . (ii) Shared power to vote or to direct the vote 7,723,601 (1) (iii) Sole power to dispose or to direct the disposition of Mark Mays 2,751,653 Benjamin Monderer 4,816,264 Carol Turchin 155,684 (1) (iv) Shared power to dispose or to direct the disposition of Instruction. For computations regarding securities which represent a right to acquire an underlying security see Section 240.13d-3(d)(l). Item 5. Ownership of Five Percent or Less of a Class Not applicable. 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 Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification Not applicable. Page 6 of 10 Pages 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. 2/14/01 ---------------------------------- Date /s/ Benjamin Monderer ---------------------------------- Signature Benjamin Monderer ---------------------------------- Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) Page 7 of 10 Pages 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. 2/14/01 ---------------------------------- Date /s/ Mark A. Mays ---------------------------------- Signature Mark A. Mays ---------------------------------- Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) Page 8 of 10 pages 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. 2/14/01 ---------------------------------- Date /s/ Carol Turchin ---------------------------------- Signature Carol Turchin ---------------------------------- Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) Page 9 of 10 pages Exhibit I Response to Item 8
Amount and Nature of Percent of Name Beneficial Ownership Outstanding shares -------------------- ------------------ Benjamin Monderer (1)(2) 7,723,601 31.4% Carol Turchin (1)(2) 7,723,601 31.4% Mark A. Mays (1)(3) 7,723,601 31.4%
- --------------- (1) Includes 18,542 shares issuable to Carol Turchin upon exercise of options to purchase common stock within 60 days of December 31, 2000. (2) Beneficial ownership includes 2,476,753 shares owned by Dr. Monderer, 2,339,511 shares held by the Monderer 1999 GRAT u/a/d 1999 Trust, as to which Dr. Monderer is the trustee, 137,142 shares held by Ms. Turchin and 2,751,653 shares held by Mr. Mays, all of which shares are subject to the voting agreement described below, as to which shares such individual disclaims beneficial ownership. (3) Beneficial ownership includes 4,953,406 shares owned by Dr. Monderer, the Monderer 1999 GRAT and Ms. Turchin, all of which are subject to the voting agreement described below, as to which shares Mr. Mays disclaims beneficial ownership. On July 31, 1997, Dr. Monderer, Ms. Turchin and Mr. Mays entered into a voting agreement with respect to the shares which each owns, effective with the consummation of the initial public offering of Box Hill Systems Corp. Common Stock. Pursuant to the agreement, such shareholders have agreed to vote their respective shares for the election of each thereof as a Director of the Company and will vote their shares in accordance with the determination of the holders of a majority of their shares as to any proposal to merge, consolidate, liquidate or sell substantially all of the assets of the Company. The agreement, which is to terminate December 31, 2009, or upon deaths of Dr. Monderer and Ms. Turchin, prohibits the transfer of their shares other than (i) to a member of the transferor's family who agrees to be bound by the agreement, (ii) pursuant to a sale exempt from registration pursuant to Rule 144 under the Securities Act or (iii) in a merger, consolidation or sale of substantially all the assets of the Company. Page 10 of 10 pages
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