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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Xybernaut Corp.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
984149-10-4
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(CUSIP Number)
Checkthe appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] 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>
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CUSIP No. 984149-10-4 13G PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward G. Newman
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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 of America
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,096,923
OWNED BY ----------------------------------------------------
EACH
REPORTING
PERSON 6 SHARED VOTING POWER
WITH
1,765
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7 SOLE DISPOSITIVE POWER
3,096,923
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8 SHARED DISPOSITIVE POWER
1,765
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,098,688
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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
10.3%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 984149-10-4 13G PAGE 3 OF 5 PAGES
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ITEM 1(A). NAME OF ISSUER:
Xybernaut Corp.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
12701 Fair Lakes Circle
Fairfax, Virginia
ITEM 2(A). NAME OF PERSON FILING:
Edward G. Newman
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
12701 Fair Lakes Circle
Fairfax, Virginia
ITEM 2(C). CITIZENSHIP:
United States of America
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share
ITEM 2(E). CUSIP NUMBER:
984149-10-4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
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CUSIP No. 984149-10-4 13G PAGE 4 OF 5 PAGES
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ITEM 4. OWNERSHIP. As of December 31, 1999:
(a) Amount beneficially owned: 3,098,688 shares of Common Stock.
(b) Percent of Class: 10.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 3,098,688
(ii) shared power to vote or direct the vote: 1,765
(iii) sole power to dispose or direct the disposition of: 3,098,688
(iv) shared power to dispose or direct the disposition of: 1,765
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: [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The number of shares listed as beneficially owned by Mr. Newman
(3,098,688) includes: (i) 371,665 shares issuable upon exercise of
currently exercisable options; (ii) 200,000 shares beneficially owned
by an irrevocable trust established by Mr. Newman for the benefit of
his children; (iii) 500,000 shares registered under the name of Bear
Sterns pursuant to a pledge agreement between Mr. Newman and Bear
Sterns; and (iv) 1,765 shares beneficially owned by Mr. Newman and his
wife, Frances C. Newman, as joint tenants. The amount does not include:
(a) 776,950 shares beneficially owned by Frances C. Newman; (b) 28,900
shares beneficially owned by an irrevocable trust established by Mr.
Newman for the benefit of his sister; and (c) 28,900 shares
beneficially owned by an irrevocable trust established by Mr. Newman
for the benefit of his mother. Mr. Newman disclaims beneficial
ownership of all such shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
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CUSIP No. 984149-10-4 13G PAGE 5 OF 5 PAGES
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ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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.
Dated: February 14, 2000
/s/ Edward G. Newman
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Edward G. Newman
