<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-KSB/A-1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO
_______________
Commission File No. 0-28728
NetLive Communications, Inc.
(Exact name of Small Business Issuer as Specified in its Charter)
- ------------------------------------------------------------------------------
Delaware 13-3848652
- ------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
- ------------------------------------------------------------------------------
584 Broadway, New York, New York 10012
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip
Code)
- ------------------------------------------------------------------------------
Issuer's telephone number, including area code: (212) 343-7082
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Title of Each Class
Common Stock, par value $.0001 per share
Common Stock Purchase Warrants
Indicate by a check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or such shorter period that the issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by a check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of the issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
The issuer's revenues for its most recent fiscal year was $7,689.
<PAGE>
The aggregate market value of the issuer's voting stock held by non-affiliates
(based upon the per share closing price of $6.25 on July 7, 1997 and, for
purposes of this calculation only, the assumption that all the issuer's
Directors, Officers and 10% beneficial shareholders are affiliates) was
approximately $8,913,131.
The number of shares outstanding of the issuer's Common Stock,
par value $.0001 per share, as of July 7, 1997 was 2,950,000.
DOCUMENTS INCORPORATED BY REFERENCE
Certain Exhibits listed in Item 13 have been incorporated by
reference. The Form 10-KSB filed on July 14, 1997 incorporated by reference, in
Part III, portions of the Issuer's Proxy Statement relating to the 1997 Annual
Meeting of Stockholders. This Form 10-KSB/A-1 has been filed to provide such
referenced information on a timely basis in lieu of the Proxy Statement, which
will be filed subsequently by the Issuer.
The Exhibit Index appears on page 25 of Form 10-KSB as previously
filed.
<PAGE>
NETLIVE COMMUNICATIONS, INC.
FORM 10-KSB/A-1
TABLE OF CONTENTS
Page
----
PART I ............................................................... 5
PART II ............................................................... 5
PART III .............................................................. 5
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act...... 5
Item 10. Executive Compensation................................. 6
Item 11. Security Ownership of Certain Beneficial Owners and
Management............................................. 12
Item 12. Certain Relationships and Related Transactions......... 15
Item 13. Exhibits and Reports on Form 8-K ...................... 16
3
<PAGE>
NETLIVE COMMUNICATIONS, INC.
PART I
ITEMS 1 THROUGH 4 - RESPONSES TO THESE ITEMS HAVE BEEN PREVIOUSLY PROVIDED AND
THEREFORE HAVE BEEN OMITTED HEREIN.
PART II
ITEMS 5 THROUGH 8 - RESPONSES TO THESE ITEMS HAVE BEEN PREVIOUSLY PROVIDED AND
THEREFORE HAVE BEEN OMITTED HEREIN.
PART III
ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following persons constitute the present Board of Directors of the
Company. Nominees for election to the Board of Directors at the forthcoming
1997 Annual Meeting of Stockholders of the Company have not yet been
determined. Such information shall be provided in an amendment to this Form
10-KSB/A-1, which is hereby incorporated by reference.
<TABLE>
Name and Age Business Experience and Other Affiliations or Significant
Activities
- ------------ -------------------------------------------------------------
<S> <C>
Ross S. Glatzer, 50 ROSS S. GLATZER has been a Director of the Company since July
1996. Since November 1996, Mr. Glatzer has served as President
and Chief Executive Officer of International Commerce Exchange
Systems, Inc., an electronic commerce services company. From
1986 to April 1995, Mr. Glatzer was employed by Prodigy
Services, Inc., a leading consumer on-line service, most recently
having held the positions of President and Chief Executive Officer.
John E. Meier, 51 JOHN E. MEIER has been a Director of the Company since July
1996. Mr. Meier was hired as Chief Operating Officer of the
Company in July 1997. From July 1996 to July 1997, Mr. Meier
served as a Vice President of Subscriber Marketing of AirMedia,
4
<PAGE>
a division of Ex Machina, Inc., an Internet broadcast network. From
1976 to 1996, Mr. Meier was employed by CompuServe,
Incorporated, a leading consumer on-line service, having held the
positions of Senior Vice President of Market Planning and
Development, and Senior Vice President of Membership Support
and Retention.
Michael Kharitonov, 34 MICHAEL KHARITONOV, PH.D. is a co-founder of the Company. He
has been the Chairman of the Board and Director of Technology of
the Company since April 1996, and President and Chief Executive
Officer since June 1997. Dr. Kharitonov served as Secretary of the
Company from April 1996 through October 1996. From
November 1992 to April 1996, Dr. Kharitonov was employed by
D.E. Shaw & Co., an investment management firm, most recently
having held the position of vice president.
Andrew J. Schwartz, 33 ANDREW J. SCHWARTZ is a co-founder of the Company. He has
been a Director of the Company since June 1997. He has been
General Counsel of the Company since March 1996, Vice President
of Business Development since October 1996, Secretary since
October 1996 and Treasurer and Chief Financial Officer since June
1997. From September 1991 through March 1996, Mr. Schwartz
was employed as an attorney at McCarter & English, a New Jersey
based law firm.
Jeffrey Wolf, 34 JEFFREY WOLF is a co-founder of the Company. He has been a
Director of the Company since September 1995. From September
1995 through December 1995, Mr. Wolf served as the President of
the Company, and from September 1995 through April 1996, Mr.
Wolf served as the Treasurer of the Company. Mr. Wolf has been
a managing director of Athena Ventures, LLC, a New York City
based venture capital firm, since January 1996. From November
1994 through December 1995, Mr. Wolf was the head of Berenson
Minella Ventures, the venture capital division of Berenson Minella
and Company, a New York City based merchant bank.
The following person is an Executive Officer of the Company who is not a
Director:
Vladislav Rysin, 37 Vladislav Rysin, Ph.D. has been the Vice President of Technology
of the Company since October 1996 and Senior Software
Developer and Project Manager since May 1996. From May 1993
to May 1996, Dr. Rysin served as a Vice President of Accomet
Corporation, a company engaged in the manufacturing and trading
of metals. From May 1992 to May 1993, Dr. Rysin served as a
systems manager for Consist International, Inc., a software
development company. From February 1990 to May 1992, Dr.
Rysin served as a project manager for Atedeca
5
<PAGE>
Corporation, C.A., a software development company.
</TABLE>
The Company is not aware of any Director being a director in another
reporting company. The Company is not aware of any family relationships among
Directors or Executive Officers. Company is not aware of any events during the
past five years relating to the ability or integrity of any Director, Executive
Officer, promoter or control person of the Company that are required to be
disclosed under this Item 9.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's Officers and Directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities (collectively, "Reporting Persons") to file reports and changes in
ownership of such securities with the Securities and Exchange Commission (the
"Commission") and the Company. Based solely upon a review of (i) Forms 3 and 4
and amendments thereto furnished to the Company pursuant to Rule 16a-3(e),
promulgated under the Exchange Act, during the Company's fiscal year ended
March 31, 1997 and (ii) Forms 5 and any amendments thereto and/or written
representations furnished to the Company by any Reporting Persons stating that
such person was not required to file a Form 5 during the Company's fiscal year
ended March 31, 1997, it has been determined that the following Reporting
Persons were delinquent with respect to such person's reporting obligations set
forth in Section 16(a) of the Exchange Act: (i) Michael Kharitonov, Laurence
Rosen, John E. Meier, Ross S. Glatzer, Vladislav Rysin, Andrew J. Schwartz and
Jeffrey Wolf each filed one late report on Form 3; (ii) Laurence Rosen filed
one late report on Form 4 and (iii) Andrew Schwartz filed two late reports on
Form 4. To the Company's knowledge, none of the transactions reported therein
resulted in any short-swing profits.
ITEM 10 - EXECUTIVE COMPENSATION
The following table sets forth certain summary information with respect to
the compensation paid to the Company's Chief Executive Officer for services
rendered in all capacities to the Company for each of the last two fiscal years
since the Company's incorporation on August 23, 1995 and for any other
Executive Officer whose total annual salary and bonus exceeded $100,000 for the
fiscal year ending March 31, 1997. The Company has not issued or created any
stock appreciation rights (SARs), restricted stock awards, pension plans,
retirement plans or long-term incentive plan awards.
6
<PAGE>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------
Name and Fiscal Year Salary ($) Bonus ($) Other Annual Securities Underlying
Principal Position Ending Compensation Options (#)
March 31, ($)
- ------------------ ----------- ---------- --------- ------------- -----------------------
<S> <C> <C> <C> <C> <C>
--
Laurence Rosen, 1997 110,833 -- -- 107,490
President and
Chief Executive 1996 61,250 29,167 -- 223,158
Officer
Vladislav Rysin, 1997 90,769 68,467 (1) 87,500 (2) 100,000
Vice President of
Technology
Michael 1997 70,544 30,000 -- 64,372
Kharitonov,
Director of
Technology
</TABLE>
(1) This amount constitutes a pro-rated portion accrued during fiscal
1997 of a $79,000 bonus paid to Mr. Rysin on May 18, 1997.
(2) This amount represents amortization of deferred compensation during
fiscal 1997 in connection with the issuance of 100,000 options under the 1996
Stock Option Plan based on the difference between the fair market value of the
Common Stock underlying the stock options at the time of issuance and the
exercise price of such options.
1996 STOCK OPTION PLAN
Effective as of February 1996, the Board of Directors and stockholders
of the Company adopted the Company's 1996 Stock Option Plan (the "Option
Plan"). The Option Plan is intended to recognize the contributions made to the
Company by key employees, Officers and Directors of the Company and to provide
such persons with additional incentive to devote themselves to the future
success of the Company. Furthermore, the Option Plan improves the ability of
the Company to attract, retain, and motivate individuals upon whom the
Company's sustained growth and financial success depend, by providing such
persons with an opportunity to acquire or increase their proprietary interest
in the Company through receipt of rights to acquire the Company's Common Stock.
The Company has reserved 800,000 shares of Common Stock for issuance
upon the exercise of options available for future grant under the Option Plan
designated as either (i) incentive stock options ("ISO's") under the Internal
Revenue Code of 1986, as amended (the "Code"), or (ii) non-qualified stock
options ("NQSO's"). ISO's may be granted under the Option
7
<PAGE>
Plan to employees (including Directors) and Officers of the Company. NQSO's may
be granted to non-employee Directors, and Officers of the Company.
NON-PLAN STOCK OPTIONS
The Company has issued options to purchase an aggregate of 260,000
shares of Common Stock (the "Non-Plan Options") outside of the Option Plan to
certain Executive Officers, non-employee Directors and consultants. All of
such Non-Plan Options have vested. Fifty percent of such options became
exercisable on February 28, 1997, and the remaining 50% of such Non-Plan
Options become exercisable on the earlier of (i) the Company achieving an
after-tax net income of at least $1,250,000 for a full fiscal year or (ii)
five years following their date of grant.
EMPLOYEE PERFORMANCE SHARE PROGRAM
On February 27, 1997, the Company's Board of Directors adopted the
NetLive Communications, Inc. Performance Share Program, an employee deferred
compensation plan (the "Performance Plan"). The purpose of the Performance Plan
is to provide an incentive for, and to help retain, the Company's employees and
to facilitate hiring new employees. The Company also entered into a Trust
Agreement whereby the Performance Share Program Trust (the "Trust") was created
and issued 300,000 shares of the Company's Common Stock to the Trust. Prior to
vesting and distribution to the applicable employee(s), the shares will be
voted by the independent trustee of the Trust, Mr. R. Andrew Lee. Upon the end
of the fiscal year ended March 31, 1997, the Performance Plan Committee of the
Company's Board of Directors had made awards to 12 employees (none of whom is
an Officer or Director of the Company) constituting an aggregate of 106,000
shares of Common Stock.
The Company may, in the future, file a registration statement on Form
S-8 under the Securities Act with the Commission registering the options, the
shares of Common Stock underlying the options and the Common Stock that may be
issued under the two plans and otherwise described immediately above.
The following table sets forth the information with respect to options
issued to the Company's Executive Officers about whom disclosure is required
during the fiscal year ended March 31, 1997:
OPTION GRANTS DURING FISCAL YEAR ENDED MARCH 31, 1997
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF OPTIONS/SARS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES AND MARKET PRICE
OPTIONS/SARS DIRECTORS IN EXERCISE ON DATE OF
NAME GRANTED (#) FISCAL YEAR (%) PRICE ($) GRANT ($) EXPIRATION DATE
- ---- ------------- --------------- ---------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
Vladislav Rysin 100,000 (1) 46.5 2.50 5.50 5/19/01
All Directors and
Employees As a
Group 215,000 100.0
</TABLE>
8
<PAGE>
(1) All of such options are NQSO's granted under the Option Plan.
The following table sets forth the information with respect to options
held by the Company's Executive Officers about whom disclosure is required at
the end of the fiscal year ending March 31, 1997. The share closing price on
March 31, 1997 for the Company's Common Stock was $6.875.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SECURITIES VALUE OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNDERLYING UNEXERCISED IN-
UNEXERCISED, IN-THE-MONEY UNEXERCISED, THE-MONEY
EXERCISEABLE EXERCISEABLE UNEXERCISEABLE UNEXERCISEABLE
OPTIONS AT OPTIONS AT OPTIONS AT FY OPTIONS AT FY
NAME FY END (#) FY END ($) END (#) END ($)
- ---- ------------- ------------ -------------- ---------------
<S> <C> <C> <C> <C>
LAURENCE 46,579 203,783 284,069 856,637
ROSEN
MICHAEL 27,895 122,040 162,266 563,360
KHARITONOV
VLADISLAV -- -- 100,000 437,500
RYSIN
</TABLE>
DIRECTOR COMPENSATION
Directors who are employed by or serve as consultants to the Company
do not currently receive fees for their services as Directors. Outside
Directors currently receive $1,500 for each Board meeting they attend. All
Directors are reimbursed for travel and other necessary business expenses
incurred in such capacity in the performance of their services for the Company.
EMPLOYMENT AGREEMENTS
Effective as of September 1, 1995, the Company entered into a
consulting agreement with Jeffrey Wolf. In addition, effective as of April 5,
1996, the Company entered into an employment agreement with Michael Kharitonov,
and, effective as of May 19, 1996, the Company entered into an employment
agreement with Vladislav Rysin. The consulting agreement with Jeffrey Wolf was
amended effective May 1, 1996. In addition, the Company's employment agreement
with Michael Kharitonov was amended effective July 1, 1996. Effective as of
September 1, 1995, the Company entered into an employment agreement with
Laurence Rosen. Effective as of June 12, 1997, the Company entered into a
severance agreement and related agreements with Laurence Rosen.
Pursuant to the consulting agreement with Jeffrey Wolf, which was
amended effective as of May 1, 1996, Mr. Wolf received a consulting fee of
$50,000 per year through August 31,
9
<PAGE>
1996 and a consulting fee of $55,000 per year for the year commencing September
1, 1996. Mr. Wolf will receive $60,000 per year for the year commencing
September 1, 1997. In addition, Mr. Wolf received 73,860 options, 50% of which
are exercisable upon the earlier of (i) the Company achieving certain earnings
standards or (ii) five years from the date of grant. The consulting agreement
will be renewed for successive one year terms unless the Company gives 30 days
prior written notice of its intention not to renew the agreement. The
consulting agreement may be terminated by the Company upon the death of Mr.
Wolf or by either party for just cause (as defined in the consulting
agreement). The consulting agreement also provides for payments to Mr. Wolf for
a nine month period following termination equal to his base salary and a
pro-rata portion of any bonus to which he would have been entitled in the event
that the consulting agreement is terminated other than as a result of the death
of Mr. Wolf, for cause or for lack of renewal thereof. The agreement does not
require Mr. Wolf to devote his time exclusively to the Company and also
subjects Mr. Wolf to certain confidentiality and non-competitive provisions.
Pursuant to the employment agreement with Dr. Kharitonov, which was
amended effective July 1, 1996, Dr. Kharitonov received a base annual salary of
$100,000 per year through August 31, 1996, a salary of $110,000 per year for
the year commencing September 1, 1996 and will receive $120,000 per year for
the year commencing September 1, 1997. However, Dr. Kharitonov has the option
to perform work for the Company on a reduced hour basis. In the event that Dr.
Kharitonov elects to perform his duties on a reduced hour basis, his salary
shall be adjusted so that the Company shall pay him a base salary after such
election at the rate of $50,000 per annum through August 31, 1996, $55,000 from
September 1, 1996 through August 31, 1997, $60,000 per annum from September 1,
1997 through August 31, 1998 and such equal or greater amount in each
subsequent year of the term of the employment agreement as may be determined by
the Board of Directors, payable in equal installments on a semi-monthly basis
in arrears. This reduced hour option was exercised by Dr. Kharitonov from
August 16, 1996 to February 28, 1997. Further, Dr. Kharitonov was paid a bonus
of $30,000 on January 1, 1997. In addition, Dr. Kharitonov received 55,789
options, 50% of which are exercisable upon the earlier of (i) the Company
achieving certain earnings standards or (ii) five years from the date of grant.
The employment agreement will be renewed for successive one year terms unless
the Company gives 30 days prior written notice of its intention not to renew
the agreement. The employment agreement may be terminated by the Company upon
the death of Dr. Kharitonov and by either party or for just cause (as defined
in the employment agreement). The employment agreement also provides for
payments to Dr. Kharitonov following termination as follows: (i) so long as Dr.
Kharitonov performs his duties as a full-time employee of the Company, upon
termination Dr. Kharitonov shall receive payments equal to his base salary and
a pro-rata portion of any bonus to which he would have been entitled for a nine
month period after termination in the event that the employment agreement is
terminated other than as a result of the death of Dr. Kharitonov, for just
cause (as defined in the employment agreement) or for lack of renewal thereof,
or (ii) in the event that Dr. Kharitonov elects to perform his duties on a
reduced hour basis, upon termination Dr. Kharitonov shall receive payments
equal to the amount described above but for the entire remaining term of the
employment agreement. The agreement with Dr. Kharitonov includes certain
confidentiality and non-competitive provisions. Upon Dr. Kharitonov's promotion
to President and CEO on June 12, 1997, the Board of Directors increased his
salary to $115,000 per annum.
Pursuant to the agreement with Dr. Rysin, the Company's Vice President
of Technology and Senior Software Developer and Project Manager, Dr. Rysin
received a base salary of $98,000 per year through May 18, 1997, receives
$108,000 per year for the year commencing
10
<PAGE>
May 19, 1997 and will receive $118,000 per year for the year commencing May 19,
1998. In addition, Dr. Rysin received 100,000 vested options, one-third of
which became exercisable one (1) year from the date of his employment
agreement, and an additonal one-sixth of which shall become exercisable every
six months thereafter. The employment agreement will be renewed for successive
one year terms unless the Company gives 30 days prior written notice of its
intention not to renew the agreement. The employment agreement may be
terminated by the Company upon the death of Dr. Rysin or for just cause (as
defined above). Further, Dr. Rysin may also terminate the employment agreement
for just cause (as defined above). The employment agreement also provides for
payments to Dr. Rysin for a nine month period following termination equal to
his base salary and a pro-rata portion of any bonus to which he would have been
entitled in the event that the employment agreement is terminated other than as
a result of the death of Dr. Rysin, for cause (as defined above) or for lack of
renewal thereof. Further, Dr. Rysin shall be paid a bonus of $79,000 on the
last day of the month on each of the twelfth, twenty-fourth and thirty-sixth
months of the employment agreement. The agreement with Dr. Rysin includes
certain confidentiality and non-competitive provisions. Upon his promotion to
Vice President of Technology on October 7, 1996, the Company increased Mr.
Rysin's salary to $110,000 per year through May 19, 1997, $120,000 per year
through May 19, 1998 and $130,000 per year through May 19, 1999.
The employment agreement with Mr. Rosen, the Company's
President, Chief Executive Officer, and a Director through June 12, 1997,
provided, among other things, that, Mr. Rosen receive a base salary of $105,000
per year through August 31, 1996, and a salary of $115,000 per year for the
year commencing September 1, 1996 and $125,000 per year for the year
commencing September 1, 1997. In addition, Mr. Rosen received 93,158
options, 50% of which are exercisable upon the earlier of (i) the Company
achieving certain earnings standards or (ii) five years from the date of grant.
On June 12, 1997, a certain Severance Agreement (the "Severance Agreement")
and various related documents including a certain Consulting Agreement
(the "Consulting Agreement") between the Company and Laurence Rosen became
effective. Mr. Rosen resigned as President, Chief Executive Officer, as a
member of the Board of Directors and all other positions with the Company.
Concurrently, the Company paid Mr. Rosen $147,500. Under the Severance
Agreement, the Company and Mr. Rosen exchanged mutual releases and made
provision for certain of Mr. Rosen's stock options and benefits. Mr. Rosen
also agreed not to hire, or be hired by, directly or indirectly, any existing
employees of the Company for one year. Under the Consulting Agreement,
Mr. Rosen is to serve as a consultant to the Company from the Effective
Date through September 1, 1997 and be compensated at the rate of $500
per month.
Currently, all of the Officers of the Company perform their
duties as full-time employees of the Company.
11
<PAGE>
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Based on information filed on Schedule 13D with the Commission,
relating to a March 11, 1997 reporting date, a "group" consisting of Laurence
Rosen, Jeffrey Wolf, Michael Kharitonov, Andrew Schwartz and Scott Wolf
(individually a "Founder," and collectively the "Founders" or the "Founders
Group") entered into a certain Stockholders' Agreement dated March 8, 1997 (the
Stockholders' Agreement") that provides, among other things, that each of the
Founders will vote all of the Company's securities then owned in the manner
approved in writing by a majority of such securities then owned by all of the
Founders in the aggregate. The Stockholders' Agreement further provides that no
transfer of the Company's securities by any of the Founders shall be effective,
and no transferee will be entitled to vote such securities or any other indices
of ownership, unless and until such transferee agrees in writing to be bound by
the terms and conditions of the Stockholders' Agreement. The Stockholders'
Agreement terminates upon a merger, the dissolution of the Company, the written
agreement of any subset of Founders owning 51% of the securities owned by the
Founders in the aggregate or August 12, 1998, whichever occurs earliest. In
such Schedule 13D, the Founders disclaimed beneficial ownership of the
securities owned by other Founders and disclaimed that they were a single
reporting entity for any other purpose. The Company believes that the Founders,
as of July 1, 1997, beneficially own an aggregate of 50.1% of Common Stock
outstanding as calculated for purposes of Section 13(d)(3) of the Exchange Act,
which includes options either currently exercisable or exercisable in the next
60 days for 512,085 shares of Common Stock.
As of July 1, 1997, R. Andrew Lee, 2100 Connecticut Avenue, N.W, Suite
705, Washington, D.C. 20008, held as Trustee of the NetLive Communications,
Inc. Performance Share Trust (the "Trust") established under the NetLive
Communications, Inc. Performance Share Program Plan (the "Plan") 300,000 shares
of Common Stock. The Trustee exercises sole voting and dispositive power over
such shares.
Based on information filed on Schedule 13D with the Commission, a
"group" consisting of May Davis Group, Inc., Owen May, Dibo Attar and Dennis
Sal (the "May Davis Group") beneficially own an aggregate of 19.0% of the
shares of Common Stock outstanding (which includes 500,000 shares subject to
warrants) for purposes of Section 13(d)(3) of the Exchange Act. Mr. Attar, who
reported ownership of no shares personally, reported shared ownership of
555,000 shares beneficially owned by certain funds. The disclosure required
pursuant to Schedule 13D describes voting power and Mr. Attar has disclaimed
beneficial ownership of such shares for other purposes.
In addition to those set forth above, the table below lists any person
known by the Company (including any "group") who is known to the Company to be
the beneficial owner of more than five percent of the Company's Common Stock as
of July 1, 1997. Except as otherwise stated, all persons named have sole voting
and investment power over the shares reported as owned.
12
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME & ADDRESS OF BENEFICIAL OWNER
TITLE OF CLASS BENEFICIAL OWNER (SHARES) PERCENT OF CLASS
- --------------- ------------------- ----------------- ------------------
<S> <C> <C> <C>
Common Stock Laurence Rosen, 94 567,319 (1) 17.9%
Hudson St.,
Hoboken, NJ 07030
Common Stock Jeffrey Wolf, 230 463,705 (2) 15.1%
Central Park West,
New York, NY
10024
Common Stock Michael Kharitonov, 393,477 (3) 12.8%
145 West 71st St.,
Apt. 4F, New York,
NY 10023
Common Stock Scott Wolf, 2501 196,071 (4) 6.6%
Irving Ave. South,
Minneapolis, MN
55405
</TABLE>
(1) Includes options either currently exercisable or exercisable in
the next 60 days for 219,069 shares of common stock. These shares are also
included within, and constitute a portion of, the Founder Group described
above.
(2) Includes options either currently exercisable or exercisable in
the next 60 days for 122,152 shares of common stock. These shares are also
included within, and constitute a portion of, the Founder Group described
above.
(3) Includes options either currently exercisable or exercisable in
the next 60 days for 127,267 shares of common stock. These shares are also
included within, and constitute a portion of, the Founder Group described
above.
(4) Includes options either currently exercisable or exercisable in
the next 60 days for 18,597 shares of common stock. These shares are also
included within, and constitute a portion of, the Founder Group described
above.
13
<PAGE>
The following table lists all securities of the Company
owned, as of July 1, 1997, by any Director or Executive Officer of the Company.
<TABLE>
<CAPTION>
AMOUNT AND
NAME & ADDRESS OF NATURE OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNER PERCENT OF CLASS
- -------------- ------------------ ---------------- ------------------
<S> <C> <C> <C>
Common Stock Jeffrey Wolf, 230 463,705 shares (1) 15.1%
Central Park West,
New York, NY
10024
Common Stock Michael Kharitonov, 393,477 shares (2) 12.8%
145 West 71st St.,
Apt. 4F, New York,
NY 10023
Common Stock Andrew Schwartz, 115,412 shares (3) 3.9%
444 East 86th St.,
Apt. 27E, New
York, NY 10028
Common Stock Vladislav Rysin, 240 33,334 shares (4) 1.1%
Prospect, #L-89,
Hackensack, NJ
07601
Common Stock John Meier 10,000 shares (5) 0.3%
1915 Brandywine
Dr., Columbus, OH
43220
Common Stock Ross Glatzer 10,000 shares (6) 0.3%
1 Cornelius Lane,
Baldwin, NY 10505
Common Stock Directors and 1,025,928 shares (7) 31.3%
Officers as a Group
</TABLE>
(1) Includes options either currently exercisable or exercisable in the next 60
days for 122,152 shares of common stock
(2) Includes options either currently exercisable or exercisable in the next 60
days for 127,267 shares of common stock
(3) Includes options either currently exercisable or exercisable in the next 60
days for 25,000 shares of common stock
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<PAGE>
(4) Includes options either currently exercisable or exercisable in the next 60
days for 33,334 shares of common stock
(5) Includes options either currently exercisable or exercisable in the next 60
days for 10,000 shares of common stock
(6) Includes options either currently exercisable or exercisable in the next 60
days for 10,000 shares of common stock
(7) Includes options either currently exercisable or exercisable in the next 60
days for 327,753 shares of common stock
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company was originally incorporated under the laws of the State of Delaware
under the name of NetVisions Incorporated and subsequently changed its name to
NetLive Communications, Inc. In September 1995, December 1995 and January 1996,
certain Executive Officers, Directors and/or principal shareholders of the
Company purchased shares of Common Stock for an aggregate consideration of
$6,750, $22,890 and $1.00, respectively. The following table indicates the
number of shares of Common Stock purchased by such persons and the date of such
purchases:
<TABLE>
<CAPTION>
Number of Number of Number of
Shares Shares Shares
Purchased In Purchased in Purchased in
Name September 1995 December 1995 January 1996
- -------------------------------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C>
Scott Wolf................................... 132,268 45,206
Laurence Rosen............................... 263,699 88,737 1,674
Jeffrey Wolf................................. 263,699 88,737
Andrew Schwartz.............................. 45,206 45,206
Michael Kharitonov........................... 132,268 132,268 1,674
</TABLE>
In February 1996, Mr. Robert Friedman purchased 41,857 shares of the Company's
Common Stock for an aggregate consideration of $50,000. In addition, in February
1996, Mr. Robert Friedman purchased 5,860 and 10,883 shares of the Company's
Common Stock from Messrs. Laurence Rosen and Jeffrey Wolf, respectively. In
February 1996, Mr. Laurence Rosen purchased 90,412 shares of the Company's
Common Stock from Mr. Andrew Schwartz. In December 1996, Mr. Rosen and Mr.
Schwartz rescinded their February 1996 transaction.
The Company believes that all transactions with Officers, Directors
and principal shareholders and their affiliates were made on terms no less
favorable
15
<PAGE>
to the Company than those available from unaffiliated parties. In addition, the
Company has adopted a policy that all future transactions, including loans
between the Company and its Officers, Directors, principal stockholders and
their affiliates must be approved by a majority of the Board of Directors,
including a majority of the independent and disinterested outside Directors on
the Board of Directors, and will be on terms no less favorable to the Company
than could be obtained from unaffiliated third parties.
ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K
RESPONSES TO THIS ITEM HAVE BEEN PREVIOUSLY PROVIDED AND THEREFORE HAVE BEEN
OMITTED HEREIN.
16
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
NETLIVE COMMUNICATIONS, INC.
Date: July 29, 1997 By: /s/ Michael Kharitonov
-----------------------------
Michael Kharitonov, President and
Chief Executive Officer
In accordance with the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Michael Kharitonov
- ----------------------
Michael Kharitonov Chairman of the Board, President, July 29, 1997
Chief Executive Officer
and Director
- ---------------------- Director July __, 1997
Ross S. Glatzer
/s/ John E. Meier
- ---------------------- Director July 29, 1997
John E. Meier
/s/ Andrew Schwartz
- ---------------------- Secretary, Treasurer, Chief July 29, 1997
Andrew Schwartz Financial Officer, Principal
Accounting and Financial Officer,
Vice President of Business
Development and Director
/s/ Jeffrey Wolf
- ---------------------- Director July 29, 1997
Jeffrey Wolf
17
