UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Nexar Technologies, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
65332P 10 6
(CUSIP Number)
Brian W. Pusch, Esq.
Law Offices of Brian W Pusch
Penthouse Suite
29 West 57th Street
New York, New York 10019
(212) 980-0408
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 20, 1998
(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 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 box [ ].
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).
</PAGE>
<PAGE>
CUSIP No. 65332P 10 6
1) Name of Reporting Persons: Advantage Fund Limited
S.S. or I.R.S. Identification Nos. of Above
Persons: None
2) Check the Appropriate Box if a Member of a Group
(see Instructions)
(a)
(b)
3) SEC Use Only
4) Source of Funds (See Instructions): N/A
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
6) Citizenship or Place
of Organization: British Virgin Islands
Number of
Shares Bene- (7) Sole Voting Power:
ficially (8) Shared Voting Power: 495,700
Owned by (9) Sole Dispositive Power:
Each Reporting (10) Shared Dispositive Power: 495,700
Person With
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 495,700
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
(See Instruction):
13) Percent of Class Represented by Amount in
Row (11): 4.95%
14) Type of Reporting Person
(See Instructions): CO
</PAGE>
<PAGE>
CUSIP No. 65332P 10 6
1) Name of Reporting Persons:
Genesee International, Inc.
S.S. or I.R.S. Identification Nos. of Above
Persons:
2) Check the Appropriate Box if a Member of a Group
(see Instructions)
(a)
(b)
3) SEC Use Only
4) Source of Funds (See Instructions): N/A
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
6) Citizenship or Place of Organization: Delaware
Number of
Shares Bene- (7) Sole Voting Power:
ficially (8) Shared Voting Power: 495,700
Owned by (9) Sole Dispositive Power:
Each Reporting (10) Shared Dispositive Power: 495,700
Person With
11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 495,700
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instruction):
13) Percent of Class Represented by Amount in
Row (11): 4.95%
14) Type of Reporting Person (See
Instructions): CO
</PAGE>
<PAGE>
CUSIP No. 65332P 10 6
1) Name of Reporting Persons: Donald R. Morken
S.S. or I.R.S. Identification Nos. of Above
Persons:
2) Check the Appropriate Box if a Member of a Group
(see Instructions)
(a)
(b)
3) SEC Use Only
4) Source of Funds (See Instructions): N/A
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
Shares Bene- (7) Sole Voting Power:
ficially (8) Shared Voting Power: 495,700
Owned by (9) Sole Dispositive Power:
Each Reporting (10) Shared Dispositive Power: 495,700
Person With
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 495,700
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
(See Instruction):
13) Percent of Class Represented by Amount in
Row (11): 4.95%
14) Type of Reporting Person
(See Instructions): IN
</PAGE>
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to the Schedule 13D filed
January 20, 1998 by the Reporting Persons (the "Initial
Statement") relates to the Common Stock, $.01 par value
("Common Stock"), of Nexar Technologies, Inc., a Delaware
corporation (the "Issuer"). Capitalized terms used herein
without definition shall have the meanings given them in the
Initial Statement. This Amendment No. 1 is being filed by
the Reporting Persons to report the recent sales of shares of
Common Stock by Advantage Fund Limited, a British Virgin
Islands corporation (the "Fund"), as a result of which each
of the Reporting Persons ceased to be the beneficial owner of
more than five percent of the Common Stock, and, thus will no
longer be subject to the reporting requirements of Section
13(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). This Amendment No. 1 amends the Initial
Statement as follows:
Item 2. Identity and Background.
(a) This Amendment No. 1 is being filed on behalf
of the Fund, Genesee International, Inc., a Delaware
corporation ("Genesee"), and Donald R. Morken ("Mr. Morken").
The foregoing persons are hereinafter sometimes collectively
referred to as "Reporting Persons." Information as to each
Reporting Person set forth in this Amendment No. 1 has been
provided by such Reporting Person.
Set forth below is certain information with respect
to each of the Reporting Persons and each of the persons
enumerated in General Instruction C to Schedule 13D.
(1) The Fund. The executive officers and
directors of the Fund are:
<TABLE>
<S> <C>
Name Title
W.R. Weber President
J.M.S. Verhooren Vice President
Trust Company of Willemstad NV Treasurer
Inter Caribbean Services Ltd. Secretary;
Director
Donald R. Morken Director
Tortola Corporation Company Ltd. Director
</TABLE>
The Fund's principal business is serving as a
privately held investment fund engaged in securities
investing and trading. The present principal occupation
and employment of Messrs. Weber and Verhooren is Senior
Account Manager and Managing Director, respectively, of
CITCO Fund Services (Curacao) N.V., whose principal
business is fund administration, and whose business
address is Kaya Flamboyan 9, Curacao, Netherlands
Antilles. Each of such natural persons is a citizen of
The Netherlands. The present principal occupation and
employment of Mr. Morken is serving as an officer or the
general partner of the following entities which provide
investment management services to various investment
funds: Genesee; MCM Partners, a Washington limited
partnership ("MCM"); and DRE Partners, a Washington
limited partnership ("DRE"). Mr. Morken is a citizen of
the United States.
The business address of the Fund and Messrs. Weber
and Verhooren is c/o CITCO, Kaya Flamboyan 9, Curacao,
Netherlands Antilles. The business address of each of
Mr. Morken, MCM and DRE is 10500 N.E. 8th Street, Suite
1920, Bellevue, Washington 98004-4332.
Trust Company of Willemstad NV is a Netherlands
corporation, its principal business is providing
business administrative services, and its business
address is Kaya Flamboyan 9, Curacao, Netherlands
Antilles. Inter Caribbean Services Ltd. is a British
Virgin Islands corporation, its principal business is
providing business administrative services, and its
business address is CITCO Building, Wickhams Cay, P.O.
Box 662, Road Town, Tortola, British Virgin Islands.
Tortola Corporation Company Ltd. is a British Virgin
Islands corporation, its principal business is providing
business administrative services, and its business
address is CITCO Building, Wickhams Cay, P.O. Box 662,
Road Town, Tortola, British Virgin Islands.
(2) Genesee. The executive officers and directors
of Genesee are:
<TABLE>
<S> <C>
Name Title
Donald R. Morken President and Treasurer;
Director
Sonya A. Prata Vice President and
Secretary;
Director
</TABLE>
Genesee's principal business is serving as
investment manager for the Fund and other investment
funds. The present principal occupation, employment and
citizenship of Mr. Morken is stated in Item 2(a)(1).
The present principal occupation of Sonya A. Prata ("Ms.
Prata") is as a student. Ms. Prata is a citizen of the
United States.
The business address of Genesee is CITCO Building,
Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands. The business address of Mr. Morken is
stated in Item 2(a)(1). The residence address of Ms.
Prata is 15906 136th Avenue East, Puyallup, Washington
98374.
(3) Mr. Morken. Mr. Morken is the President, a
director and the controlling stockholder of Genesee.
His daughter, Ms. Prata, is the only other stockholder
of Genesee. Other information with respect to Mr.
Morken is set forth in Items 2(a)(1) and 2(a)(2).
(b) During the last five years, none of the
persons listed in Item 2(a) has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(c) During the last five years, none of the
persons listed in Item 2(a) has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction the result of which was to subject such person
to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
Item 5. Interest in Securities of the Issuer.
(a) This Amendment No. 1 is being filed to report
the sales by the Fund of shares of Common Stock as set forth
in Item 5(c). As a result of such sales, each of the
Reporting Persons ceased to be the beneficial owner of more
than five percent of the outstanding shares of Common Stock,
and, thus will no longer be subject to the reporting
requirements of Section 13(d) of the Exchange Act. As of the
date of this Amendment No. 1, the Fund is the direct
beneficial owner of 495,700 shares of Common Stock (the
"Shares"). The Shares represent approximately 4.95% of the
outstanding shares* of Common Stock.
* 10,009,005 shares of Common Stock were reported as
outstanding as of February 28, 1998 in the Issuer's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
(b) Genesee, in its capacity as investment manager
for the Fund, shares with the Fund the power to direct the
disposition and direct the vote of the Shares owned directly
by the Fund. Mr. Morken, by reason of his position as the
President and Treasurer, a director and the controlling
stockholder of Genesee, may be deemed to indirectly share the
power to direct the disposition and direct the vote of the
Shares. Except as described in Item 5(a) and in this Item
5(b), no other person identified in Item 2(a) has or shares
the power to dispose or the power to vote the Shares.
(c) Exhibit 1 hereto describes transactions in
the shares of Common Stock effected during the past 60 days
by the Fund. Except as set forth on Exhibit 1, there have
been no transactions in shares of Common Stock by any of the
persons identified in Item 2(a) during the past 60 days.
(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 shares of Common Stock
beneficially owned by the Fund.
(e) Each of the Reporting Persons ceased to be the
beneficial owner of more than five percent of the outstanding
shares of Common Stock on April 20, 1998.
Item 7. Material to Be Filed as Exhibits.
The following is filed herewith as an exhibit to
this Amendment No. 1:
Exhibit No.
1. Information concerning transactions in the Common
Stock effected by the Fund in the past 60 days.
</PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: April 21, 1998
ADVANTAGE FUND LIMITED
By: /s/ W.R. Weber
Name: W.R. Weber
Title: President
GENESEE INTERNATIONAL, INC.
By: /s/ Donald R. Morken
Name: Donald R. Morken
Title: President
/s/ Donald R. Morken
Donald R. Morken
</PAGE>
<PAGE>
Exhibit 1
---------
The following table sets forth certain information concerning
the shares of Common Stock sold by the Fund during the past
60 days. All sales were made through transactions effected
on the Nasdaq National Market.
<TABLE>
<S> <C> <C>
Date No. of Shares Price Per
Share (exclusive
of commissions)
2/23/98 2,000 $3.7500
6,000 3.8125
1,000 3.8750
2/24/98 5,200 3.8750
2/27/98 2,000 3.7500
2,000 4.0000
2,000 4.0625
2,000 4.1250
2,000 4.1875
2,000 4.3750
2,000 4.4375
3/1/98 1,000 4.4375
3/4/98 1,000 4.0625
2,000 4.1250
3/10/98 3,000 3.7500
3/19/98 15,000 3.8125
6,000 3.8750
3/24/98 3,000 3.5000
4/9/98 2,000 3.0625
4/13/98 900 3.0000
4/16/98 5,000 2.5000
4/17/98 4,000 3.0000
4,000 3.0625
3,000 3.1563
49,000 3.1875
17,200 3.2500
5,000 3.5000
6,000 3.6250
6,000 3.6875
4/20/98 9,000 2.7500
</TABLE>
