SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Pacific Gateway Exchange, Inc.
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
69432710
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(CUSIP Number)
December 31, 1999
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(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)
|X| Rule 13d-1(c)
|_| 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).
Page 1 of 5 pages
<PAGE>
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CUSIP No. 69432710 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Howard A. Neckowitz
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
2,850,295 shares of Common Stock
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY -0- shares of Common Stock
OWNED BY ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,856,176 shares of Common Stock
WITH ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
199,494 shares of Common Stock
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,850,295 shares of Common Stock
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.3% of the Common Stock
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
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Item 1(a). Name of Issuer:
Pacific Gateway Exchange, Inc.
(b). Address of Issuer's Principal Executive Offices:
533 Airport Blvd., Suite 505, Burlingame, California 94010
Item 2(a). Name of Person Filing:
Howard A. Neckowitz.
(b). Address of Principal Business Office or, if None, Residence:
533 Airport Blvd., Suite 505, Burlingame, California 94010
(c). Citizenship:
United States of America.
(d). Title of Class of Securities:
Common Stock, par value $.0001 per share ("Common Stock")
(e). CUSIP Number:
69432710
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Exchange Act;
(d) [ ] Investment company registered under Section 8 of
the Investment Company Act of 1940 (15 U.S.C.
80a-8);
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); (f) o An employee benefit plan o
or endowment fund in accordance with Rule 13d-
1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a). Amount Beneficially Owned:
Page 3 of 5 pages
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As of December 31, 1999, Howard A. Neckowitz beneficially
owned an aggregate of 2,850,295 shares of Common Stock of
the Company which represented approximately 14.3% of the
outstanding shares. The shares beneficially owned by Mr.
Neckowitz include (1) 531,176 shares issuable upon the
exercise of stock options that are either currently
exercisable or will be exercisable within 60 days and (2)
75,000 shares of restricted stock. The shares
beneficially owned by Mr. Neckowitz also include (1)
119,640 shares held by his wife, (2) 27,940 shares held
by the Howard A. Neckowitz & Cheryl Neckowitz 1997 Trust,
a trust of which he is co-trustee, (3) 51,914 shares held
by the Genisis Foundation, a charitable trust of which he
is a co-trustee, (4) 697,818 shares held by Gail Granton,
(5) 30,500 shares held by the Granton Foundation and
19,000 shares held by the Gail E. Granton Charitable
Remainder Unitrust. As of 12/31/99, the shares held by
Mr. Neckowitz's wife, the Howard A. Neckowitz & Cheryl
Neckowitz 1997 Trust, the Genisis Foundation, Ms.
Granton, the Granton Foundation and the Gail E. Granton
Charitable Remainder Unitrust were subject to irrevocable
proxies granting Mr. Neckowitz the right to vote such
shares. The shares beneficially owned by Mr. Neckowitz
further include 47,307 shares held by Ronald L. Jensen
and the R.J. & G.J. Jensen Foundation for which Mr.
Neckowitz has been given an irrevocable proxy to vote
such shares until July 31, 2003 or until either party
terminates the proxy after July 31, 1999 pursuant to the
terms of the proxy or if earlier, the date upon which Mr.
Neckowitz becomes unable to perform his duties as an
officer of the Company due to his voluntary resignation,
termination for cause, long-term disability, physical
incapacity or death. With respect to the shares owned by
Mr. Neckowitz's wife, the Howard A. & Cheryl Neckowitz
1997 Trust, the Genisis Foundation, Ms. Granton, the
Granton Foundation, the Gail E. Granton Charitable
Remainder Unitrust, Ronald L. Jensen and the R.J. & G.J.
Jensen Foundation for which Mr. Neckowitz holds proxies,
Mr. Neckowitz may be deemed to be the beneficial owner of
such shares, but Mr. Neckowitz disclaims beneficial
ownership of all such shares.
(b). Percent of Class:
14.3% of the Common Stock determined in accordance with
the provisions of Rule 13d-1 promulgated under the Act.
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote:
Mr. Neckowitz has the sole power to vote or direct
the vote of 2,850,295 shares of Common Stock.
(ii). Shared power to vote or to direct the vote:
None.
(iii). Sole power to dispose or to direct the disposition
of:
Mr. Neckowitz has the sole power to dispose or to
direct the disposition of 1,856,176 shares of
Common Stock.
(iv). Shared power to dispose or to direct the
disposition of:
Page 4 of 5 pages
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Mr. Neckowitz has the shared power to dispose or
to direct the disposition of 199,494 shares of
Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following o.
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 or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of a Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
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.
Date: February 10, 2000
By:/s/ Howard A. Neckowitz
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Howard A. Neckowitz
Page 5 of 5 pages
