SC 13D/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AMNIS SYSTEMS INC. ------------------ (Name of Issuer) Common Stock, par value $0.0001 per share ----------------------------------------- (Title of Class of Securities) 384288-10-6 ----------- (CUSIP Number) Edward V. Pollack Leland, Parachini, et al. 333 Market Street, 27th Floor San Francisco, CA 94105 (415) 957-1800 ------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 28, 2001 ------------------------------ (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 Sec.Sec.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 the schedule, including all exhibits. See Sec.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). 1 AMENDMENT NO. 1 TO SCHEDULE 13D CUSIP No. 384288-10-6 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Richard A. Falcone 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 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 States NUMBER OF 7. SOLE VOTING POWER SHARES 1,186,306 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH 9. SOLE DISPOSITIVE POWER REPORTING 1,186,306 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,186,306 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.63% 14. TYPE OF REPORTING PERSON IN 2 AMENDMENT NO. 1 TO STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES ACT OF 1934, AS AMENDED This Amendment No. 1 amends the Schedule 13D filed on April 16, 2001 (the "Schedule 13D") which relates to shares of common stock, par value $0.0001 per share (the "Common Stock") of Amnis Systems Inc., a corporation organized under the laws of the state of Delaware (the "Issuer"). Capitalized terms used herein but not defined herein shall have the meanings attributed to them in the Schedule 13D. Except as amended and supplemented hereby, the Statement on Schedule 13D, as heretofore amended and supplemented, remains in full force and effect. The Items listed below are hereby amended and supplemented as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On June 28, 2001, the Reporting Person was granted an option to purchase 365,000 shares of Common Stock of the Issuer (the "June Option") at an exercise price of $1.07 per share, as compensation pursuant to and subject to the terms and conditions of an option agreement under the Issuer's 2000 Stock Plan, as amended, between the Issuer and the Reporting Person. The June Option is immediately exercisable upon vesting, 25% vesting on the date of grant, 25% vesting on March 1, 2002, then 2-1/12% vesting each month thereafter, and expires if not exercised within ten years of its grant. On October 13, 2001, the Reporting Person was granted an option to purchase 125,000 shares of Common Stock of the Issuer (the "October Option") at an exercise price of $0.35 per share, as compensation pursuant to and subject to the terms and conditions of an option agreement under the Issuer's 2000 Stock Plan, as amended, between the Issuer and the Reporting Person. The October Option is immediately exercisable upon vesting, 33% vesting on November 12, 2001, 33% vesting on December 12, 2001 and 34% vesting on January 12, 2002, and expires if not exercised within ten years of its grant. On December 27, 2001, the Reporting Person was granted an option to purchase 100,000 shares of Common Stock of the Issuer (the "December Option") at an exercise price of $0.62 per share, as compensation pursuant to and subject to the terms and conditions of an option agreement under the Issuer's 2000 Stock Plan, as amended, between the Issuer and the Reporting Person. The December Option is immediately exercisable upon vesting, 25% vesting on March 30, 2002, then 2-1/12% vesting each month thereafter, and expires if not exercised within ten years of its grant. On January 10, 2002, the Reporting Person exercised an option to purchase 113,695 shares of Common Stock of the Issuer (the "January Option") at the exercise price of $0.375 per share in a broker-assisted transaction on a cashless exercise basis. The Reporting Person utilized no personal funds in connection with the grant of the June Option, October Option, December Option or the exercise of the January Option. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person holds the securities reported in Item 5 for investment purposes. 3 Depending upon evaluations of the Issuer's business and prospects, future development, market conditions and other factors, the Reporting Person may, from time to time, purchase additional Common Stock (or derivatives thereof) or sell or cause to be sold all or a portion of the Common Stock (or derivatives thereof) over which the Reporting Person exercises voting and dispositive power, either in the open market, in privately negotiated transactions, or otherwise. Other than as set forth above, the Reporting Person has no current plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors of the Issuer; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940, as amended; (g) Changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Act"); or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) On January 10, 2002, the Reporting Person sold 113,695 shares of Common Stock of the Issuer at an average price per share of $1.00 in a transaction on the Over-The-Counter Bulletin Board for an aggregate sales price of approximately $113,695 (the "Open Market Sale"). 4 As of the date hereof, as a result of the Open Market Sale, the Reporting Person has beneficial ownership of 1,186,306 such shares, representing approximately 7.63% of the Common Stock outstanding (assuming the exercise of the Reporting Person's right to purchase 1,182,345 shares of the Issuer's common stock pursuant to the Issuer's Adopted 1997 Stock Plan and 2000 Stock Plan). This number includes 1,182,345 shares issuable upon exercise of stock options. The number of shares of common stock assumed to be outstanding has been adjusted pursuant to Rule 13d-3(d)(1). Assuming the exercise of the stock options and the Conversion of the Note, the Reporting Person would have sole voting power and sole dispositive power with respect to 1,186,306 shares of Common Stock. (c) Except as described herein, there have been no transactions in the Common Stock effected by the Reporting Person during the 60 days preceding the date of this Statement. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer that are the subject of this Statement. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Under a November 2001 arrangement with the Issuer and subject to certain conditions, the Reporting Person will receive 300,000 shares of Common Stock of the Issuer if the Issuer is acquired by a public company. 5 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. February 26, 2002 By: /s/ Richard A. Falcone ---------------------------------- Richard A. Falcone 6