SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
OneWave, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class and Securities)
68272R108
(CUSIP Number of Class of Securities)
Charles Stefanidakis
Cambridge Technology Group
219 Vassar Street
Cambridge, Massachusetts 02139
(617) 876-2338
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Thomas J. Dougherty, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-4800
June 6, 1997
(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 Statement because of Rule 13d-1(b)(3) or
(4), check the following: (X)
AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP No. 68272R108
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sundar Subramaniam
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
India
(7) SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares
(10) SHARED DISPOSITIVE POWER
0 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP No. 68272R108
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Legacy Investment Partnership
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
(7) SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares
(10) SHARED DISPOSITIVE POWER
0 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP No. 68272R108
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John J. Donovan, Jr.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(7) SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares
(10) SHARED DISPOSITIVE POWER
0 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP No. 68272R108
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James H. Donovan
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(7) SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares
(10) SHARED DISPOSITIVE POWER
0 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP No. 68272R108
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carolyn S. Donovan
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(7) SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares
(10) SHARED DISPOSITIVE POWER
0 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP No. 68272R108
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Maureen D. Lantz
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(7) SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares
(10) SHARED DISPOSITIVE POWER
0 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP No. 68272R108
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Rebecca M. Donovan
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(7) SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares
(10) SHARED DISPOSITIVE POWER
0 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP No. 68272R108
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J&S Limited Partnership
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
(7) SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares
(10) SHARED DISPOSITIVE POWER
0 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP No. 68272R108
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Controller Corp., Inc.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
(7) SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares
(10) SHARED DISPOSITIVE POWER
0 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP No. 68272R108
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John J. Donovan, Sr.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(7) SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares
(10) SHARED DISPOSITIVE POWER
0 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP No. 68272R108
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Harrington Trust Limited, as Trustee of The Appleby Trust
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
(7) SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0 shares
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares
(10) SHARED DISPOSITIVE POWER
0 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PRELIMINARY NOTE
This Amendment No. 1 amends a Statement on Schedule
13D (the "Statement") filed with the Securities and
Exchange Commission on May 2, 1997 on behalf of a group
within the meaning of Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
consisting of Sundar Subramaniam, Legacy Investment
Partnership, J&S Limited Partnership and Harrington Trust
Limited, as Trustee of the Appleby Trust (together, the
"Reporting Persons"). The Statement is hereby expressly
incorporated herein by reference. As a result of the
closing of transactions contemplated by the Stock
Purchase Agreement (the "Stock Purchase Agreement") dated
as of April 22, 1997 by and among the Reporting Persons
and Avix Ventures, L.P., a Delaware limited partnership
("Avix"), a copy of which was filed as an exhibit to the
Statement, the Reporting Persons have sold to Avix an
aggregate of 7,748,871 shares (the "Shares") of common
stock, par value $.001 per share (the "Common Stock"), of
OneWave, Inc., a Delaware corporation (the "Company").
An Agreement to File a Joint Statement among the
Reporting Persons that the Statement (and any amendments
thereto) be filed on behalf of each of them was filed as
an exhibit to the Statement, which is incorporated herein
by reference.
ITEM 1. SECURITY AND ISSUER
Common stock, par value $.001 per share (the "Common
Stock"), of OneWave, Inc. (the "Company"). The Company's
principal executive offices are located at One Arsenal
Marketplace, Watertown, MA 02172.
ITEM 2. IDENTITY AND BACKGROUND
(a-c) This Amendment is filed on behalf of
Sundar Subramaniam, Legacy Investment Partnership, a
Massachusetts general partnership ("Legacy"), J&S Limited
Partnership, a Massachusetts limited partnership ("J&S"),
and Harrington Trust Limited, as Trustee of The Appleby
Trust, a Bermuda trust (the "Trust"). The names,
addresses, principal occupations and citizenship or
jurisdiction of incorporation, as the case may be, of Mr.
Subramaniam, Legacy, J&S and the Trust and of the
partners of each of Legacy and J&S and the beneficiaries
of the Trust are set forth on Exhibit A hereto.
(d) During the last five years, none of
Mr. Subramaniam, Legacy (nor, to its knowledge, the
partners of Legacy), J&S (nor, to its knowledge, the
partners of J&S) or the Trust (nor, to its knowledge, the
beneficiaries of the Trust) has been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, none of Mr.
Subramaniam, Legacy (nor, to its knowledge, the partners
of Legacy), J&S (nor, to its knowledge, the partners of
J&S) or the Trust (nor, to its knowledge, the
beneficiaries of the Trust) has been a party to any civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person
is or was subject 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.
(f) The citizenship or jurisdiction of
incorporation, as the case may be, of each of the
Reporting Persons, including each of the partners of each
of Legacy and J&S and the beneficiaries of the Trust, is
set forth on Exhibit A hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
As set forth in the Statement, the terms of which
are expressly incorporated herein by reference, the
Reporting Persons have made an investment decision to
sell and have sold their shares of Common Stock and Avix
has made an investment decision to buy and has purchased
such shares.
In connection with the execution of the Stock
Purchase Agreement, on April 24, 1997, Legacy informed
the Company by letter (the "April 24 Letter") of its
intent to nominate pursuant to Section 2 of Article I of
the Amended and Restated By-Laws of the Company (the "By-
Laws") and vote, at the next scheduled annual meeting of
stockholders of the Company, for a slate of Class I
Directors of the Company consisting of Mr. Lennart
Mengwall, a general partner of Avix, and Mr. Kevin
Azzouz, a general partner of Avix, and to adopt any
amendments to the By-Laws as may be necessary to
accomplish such action. At the annual meeting of
stockholders held on June 3, 1997, Messrs. Mengwall and
Azzouz were elected directors of the Company.
Except as described above and in Item 6 hereof, the
Reporting Persons have no present plans or proposals
which relate to or would result in any transaction
specified in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Following the closing of the transactions
contemplated by the Stock Purchase Agreement on June 6,
1997, the group comprised of the Reporting Persons may be
deemed to have beneficial ownership of zero (0) shares
(constituting zero percent (0%)) of the outstanding
Common Stock. Accordingly, each of the Reporting Persons
and each other person for which such disclosure is
required beneficially owns zero (0) shares of Common
Stock and has no sole or shared dispositive or voting
power with respect to any shares of Common Stock.
To the knowledge of the Reporting Persons, no person
other than each of the Reporting Persons has the right to
receive or the power to direct the receipt of dividends
from, or the proceeds of the sale of, the Common Stock
previously owned by each of the respective Reporting
Persons, except as otherwise set forth herein or in the
Statement.
The beneficiaries of the Trust are John J. Donovan,
Jr., James H. Donovan, Carolyn S. Donovan, Maureen D.
Lantz and Rebecca M. Donovan.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Reference is made to the Preliminary Note set forth
on page 2 of this Amendment, to the information set forth
in response to Item 4 and Item 5 of this Amendment and to
the Statement for information relating to the existence
of certain contracts, arrangements, understandings or
relationships with respect to the Common Stock, which
information is incorporated by reference herein.
Pursuant to the Stock Purchase Agreement, the
Reporting Persons have agreed to sell and have sold
7,748,871 shares of Common Stock to Avix. Pursuant to
the terms of the Stock Purchase Agreement, between the
time of the signing of the Stock Purchase Agreement and
the closing of such sale, Mr. Subramaniam, Legacy, J&S
and the Trust each agreed to vote the shares of Common
Stock he or it owned in accordance with the instructions
of Avix and to cooperate with Avix with respect to
similar matters relating to the record ownership of such
Common Stock. The nominations for election to the Board
of Directors of the Company set forth in the April 24
Letter were made in furtherance of such obligation.
John J. Donovan, Jr., James H. Donovan, Carolyn S.
Donovan, Maureen D. Lantz and Rebecca M. Donovan, the
general partners of Legacy (together, the "General
Partners"), (i) are siblings and (ii) are beneficiaries
of the Trust, the trustee of which is Harrington Trust
Limited, which, following the closing of the transactions
contemplated by the Stock Purchase Agreement, owns zero
(0) shares of Common Stock. Similarly, the General
Partners do not have beneficial ownership of any shares
of Common Stock within the meaning of Rule 13d-3 under
the Exchange Act.
Other than as set forth above, there are no
contracts, arrangements, understandings or relationships
among the persons named in Item 2 hereof and between such
persons and any other person with respect to any
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best
knowledge and belief of the undersigned, the undersigned
certifies that the information set forth in this
statement is true, complete and correct.
June 23, 1997 /s/ Sundar Subramaniam
Date Sundar Subramaniam
SIGNATURE
After reasonable inquiry and to the best
knowledge and belief of the undersigned, the undersigned
certifies that the information set forth in this
statement is true, complete and correct.
LEGACY INVESTMENT PARTNERSHIP
July 23, 1997 By:/s/ John J. Donovan, Jr.
Date John J. Donovan, Jr.
Managing Partner
June 24, 1997 By:/s/ James H. Donovan
Date James H. Donovan
June 28, 1997 By:/s/ Carolyn S. Donovan
Date Carolyn S. Donovan
June 23, 1997 By:/s/ Maureen D. Lantz
Date Maureen D. Lantz
June 27, 1997 By:/s/ Rebecca M. Donovan
Date Rebecca M. Donovan
SIGNATURE
After reasonable inquiry and to the best
knowledge and belief of the undersigned, the undersigned
certifies that the information set forth in this statement
is true, complete and correct.
J&S LIMITED PARTNERSHIP
By: CONTROLLER CORP., INC.
General Partner
June 23, 1997 By:/s/ John J. Donovan, Sr.
Date John J. Donovan, Sr.
President
SIGNATURE
After reasonable inquiry and to the best knowledge
and belief of the undersigned, the undersigned certifies
that the information set forth in this statement is true,
complete and correct.
HARRINGTON TRUST LIMITED, as
Trustee of The APPLEBY TRUST
June 19, 1997 By:/s/ Martin Phillipps
Date Martin Phillipps
Managing Director
EXHIBIT A
Principal State of
Occupation Incorporation
Residence or or Employment or Citizenship
Name Business Address
Sundar 219 Vassar Street Consultant, India
Subramaniam Cambridge, MA Cambridge
02139 Technology
Group
Legacy Investment 219 Vassar Street Venture Massachusetts
Partnership Cambridge, MA Capital
02139 Investment
John J. Donovan, 219 Vassar Street Manager of United States of
Jr. Cambridge, MA Strategic America
02139 Relations,
Cambridge
Technology
Group
James H. Donovan 53 State Street Investment United States of
Boston, MA 02109 Banker, America
Goldman Sachs
& Co.
Carolyn S. 2809 Boston Street Resident M.D., United States of
Donovan #356 Johns Hopkins America
Baltimore, MD Hospital,
21224 Baltimore, MD
Maureen D. Lantz 232 Powder Mill Housewife United States of
Road America
Concord, MA 01742
Rebecca M. 5537 North Business United States of
Donovan Military Trail School America
#1906 Graduate
Boca Raton, FL
33496
J&S Limited 219 Vassar Street Investment Massachusetts
Partnership Cambridge, MA Partnership
02139
Controller Corp., 219 Vassar Street General Massachusetts
Inc. Cambridge, MA Partner of J&S
02139
John J. Donovan, 219 Vassar Street Chairman, United States of
Sr. Cambridge, MA Cambridge America
02139 Technology
Group
Harrington Trust Cedar House Trustee Bermuda
Limited, as 41 Cedar Avenue
Trustee of The Hamilton, Bermuda
Appleby Trust HM12
