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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. 1 )*
SYNC RESEARCH, INC.
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
785065103
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(CUSIP Number of Class of Securities)
Michael J. Kaplan, Esq.
WisdomTree Capital Management, Inc.
1633 Broadway, 38th Floor, New York, New York 10019 (212)843-2782
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 29, 1997
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(Date of Event which Requires Filing of this Schedule)
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: [ ]
Check the following box if a fee is being paid with this statement: [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the commission. See Rule 13d-1(a) 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).
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SCHEDULE 13D
CUSIP No. 785065103
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Capital Management, Inc. I.D. #13-3729429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0 shares of Common Stock
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,216,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares of Common Stock
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,216,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,216,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 9 pages
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SCHEDULE 13D
CUSIP No. 785065103
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Associates, L.P. I.D. #13-3729430
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0 shares of Common Stock
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,002,200 shares of Common Stock
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
1,002,200 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,002,200 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 9 pages
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SCHEDULE 13D
CUSIP No. 785065103
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Offshore LTD. I.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0 shares of Common Stock
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 213,800 shares of Common Stock
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
213,800 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
213,800 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON *
OO
* SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 9 pages
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Item 1. Security and Issuer.
This Statement on Schedule 13D, dated January 02, 1998,
relates to the common stock, $.001 par value per share (the "Common Stock") of
Sync Research, Inc., a corporation organized under the laws of the State
of Delaware (the "Company"), and is being filed pursuant to Rule 13d-1 under
the Securities Exchange Act of 1934, as amended. This filing is Amendment #1,
relating to the original filing on Schedule 13D, dated November 26, 1997 made
by WisdomTree Associates,L.P., WisdomTree Offshore, Ltd., and WisdomTree
Capital Management, Inc. The address of the principal executive office of
the Company is 40 Parker, Irvine, CA 92618. As reported in its Form 10-Q for
the month ended September 30, 1997, as of November 10, 1997 the Company had
17,282,153 shares of Common Stock outstanding.
Item 3. Source and Amount of Funds or Other Consideration.
As of the close of business January 02, 1998, WTAssociates
owned 1,002,200 shares of Common Stock acquired in brokered transactions for an
aggregate purchase price, including commissions of $3,885,335.25. The
source of funds for acquisition of such Common Stock was available
investment capital of WTAssociates and, from time to time, borrowings in
margin accounts regularly maintained at Paine Webber Incorporated.
Page 5 of 9 pages
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As of the close of business on January 02, 1998, WTOffshore
owned 213,800 shares of Common stock acquired in brokered transactions for an
aggregate purchase price, including commissions of $776,922.10. The
source of funds for acquisition of such Common Stock was available investment
capital of WTOffshore and, from time to time, borrowings in margin accounts
regularly maintained at Paine Webber Incorporated.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on January 02, 1998, WTAssociates
was the record owner and had direct beneficial ownership of 1,002,200 shares, or
approximately 5.8% of the outstanding Common Stock.
As of the close of business on January 02, 1998, WTOffshore
was the record owner and had direct beneficial ownership of 213,800 shares, or
approximately 1.2% of the outstanding Common Stock.
As the General Partner of WTAssociates and the Investment
Manager of WTOffshore, WTInc may be deemed to have direct beneficial ownership
of the 1,216,000 shares, or approximately 7.0% of the outstanding Common Stock
owned of record by WTAssociates and WTOffshore.
Each of the other persons and entities named in Item 2 may, by
virtue of their relationship to WTAssociates and/or WTOffshore as is described
therein, be deemed to have
Page 6 of 9 pages
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indirect beneficial ownership of the Common Stock owned of record by
WTAssociates and/or WTOffshore; however, each of such persons and entities
disclaims such beneficial ownership and, to the best knowledge of the Reporting
Entities and except as may be specifically otherwise set forth herein, no such
persons and/or entities has any other beneficial ownership of Common Stock.
Messrs. Steinberg and Schmidt may, by virtue of
their status as Limited Partners of WTAssociates, and WTInc may, by virtue of
its economic interest as General Partner of WTAssociates, be deemed to have
beneficial ownership of that portion of the securities owned by WTAssociates
corresponding to their respective equity interests therein.
(b) The power to vote or direct the vote and the power to dispose or direct the
disposition of the 1,002,200 shares of Common Stock as to which WTAssociates is
the record owner may be deemed to be shared between WTInc and WTAssociates,
although WTInc, as General Partner of WTAssociates, is generally vested with
sole control of such matters.
The power to vote or direct the vote and the power to dispose
or direct the disposition of the 213,800 shares of Common Stock as to which
WTOffshore is the record owner is shared between WTInc. and WTOffshore, although
WTInc, as Investment Manager of WTOffshore, is generally vested with sole
control of such matters.
To the best knowledge of the Reporting Entities, no other
person or entity included in Item 2, by virtue of the capacity indicated therein
and separate from their direct involvement with the Reporting Entities, shares
in the power to vote or direct the vote or the power to dispose or direct the
disposition of the 1,216,000 shares of Common stock as to which WTAssociates and
WTOffshore are the aggregate record owners.
(c) Information concerning transactions in Common Stock effected by the
Reporting Entities during the last Sixty (60) days is set forth in Schedule A
hereto and is incorporated by reference; all of such transactions were effected
in open market transactions. Except as set forth in Schedule A, no transactions
in Common Stock have been effected by any of the Reporting Entities or, to the
best knowledge of the Reporting Entities, by any of the persons or entities
included in Item 2, during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Transactions in Common Stock
Exhibit B - Form of Margin Agreement
Page 7 of 9 pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: Junuary 02, 1998 WISDOMTREE ASSOCIATES, L.P.
By: WisdomTree Capital Management, Inc.
General Partner
By: /S/ Scot Rosenblum
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Name: Scot Rosenblum
Title: Vice President
Dated: January 02, 1998 WISDOMTREE OFFSHORE, LTD.
By: /S/ Scot Rosenblum
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Name: Scot Rosenblum
Title: Director
Dated: January 02, 1998 WISDOMTREE CAPITAL MANAGEMENT, INC.
By: /S/ Scot Rosenblum
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Name: Scot Rosenblum
Title: Vice President
Page 8 of 9 pages
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EXHIBIT A
WisdomTree Associates, L.P.
Date Per Share $ Price # Shares Acquired (Disposed)
12/08/97 4.05 15,000
12/09/97 3.96 8,000
12/12/97 3.74 15,000
12/15/97 3.68 2,500
12/15/97 3.74 2,500
12/16/97 3.68 15,000
12/16/97 3.46 5,000
12/16/97 3.49 5,000
12/17/97 3.47 5,000
12/18/97 3.50 10,000
12/19/97 3.43 2,000
12/19/97 3.55 8,000
12/22/97 3.36 10,000
12/22/97 3.36 9,000
12/22/97 3.38 1,000
12/23/97 3.11 10,000
12/23/97 3.19 2,000
12/24/97 3.18 15,000
12/26/97 3.30 5,000
12/26/97 3.30 5,000
12/29/97 3.26 15,000
12/30/97 3.25 5,000
12/31/97 3.59 24,000
WisdomTree Offshore, Ltd.
Date Per Share $ Price # Shares Acquired (Disposed)
12/05/97 4.10 10,000
12/09/97 3.96 2,800
12/24/97 3.18 6,000
12/31/97 3.60 6,000
01/02/98 3.73 25,000
Page 9 of 9 pages
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