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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
NETLIVE COMMUNICATIONS, INC.
(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
(Title of Class of Securities)
[641142104]
(CUSIP Number)
LAURENCE M. ROSEN
94 HUDSON STREET, APT. 3
HOBOKEN, NEW JERSEY 07030
(201) 792-2318
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 19, 1996
(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).
(Continued on following pages)
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CUSIP No. 641142104 SCHEDULE 13D
===============================================================================
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laurence M. Rosen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
Not Applicable
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
678,898*
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 678,898*
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10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
678,898*
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
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14 TYPE OF REPORTING PERSON
IN
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* Assumes the exercise in full of all 330,648 stock options held by the
Reporting Person, none of which are presently exercisable.
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to shares of Common Stock,
$.0001 par value per share (the "Common Stock"), of NetLive Communications,
Inc., a Delaware corporation (the "Issuer"), which has its principal executive
offices located at 584 Broadway, New York, New York 10012. The reporting date
(the "Reporting Date") with respect to the transactions covered hereby is
December 19, 1996.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Laurence M. Rosen.
(b) 94 Hudson Street, Apt. 3, Hoboken, New Jersey 07030.
(c) President and Chief Executive Officer of the Issuer.
(d) Mr. Rosen has not been convicted in a criminal proceeding during
the last five years.
(e) Mr. Rosen has not been a party to any civil proceeding of the type
described in Item 2(e) during the last five years.
(f) Mr. Rosen is an American Citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
On the Reporting Date, Mr. Rosen entered into a certain Rescission
Agreement (the "Rescission Agreement") with Andrew J. Schwartz, an officer of
the Issuer, relating to a certain Mutual Stock Transfer Agreement, dated as of
March 10, 1996, between such parties (the "March Agreement"). Under the March
Agreement, Mr. Rosen had purchased 90,412 shares of Common Stock of the Issuer
from Mr. Schwartz in exchange for Mr. Rosen's delivery of 519.5 shares of common
stock of NetStar Communications, Inc., a New Jersey corporation ("NetStar"),
and Mr. Rosen's promissory note in the principal amount of $190,000. Pursuant to
the Rescission Agreement, the parties agreed to unwind the March Agreement
because of the dissolution of NetStar and the increased involvement of Mr.
Schwartz with the Issuer. As a result, Mr. Schwartz returned the canceled
$190,000 promissory note $12,538, representing the proceeds received by Mr.
Schwartz relating to the 519.5 shares of NetStar (which had been liquidated in
the interim), and Mr. Rosen conveyed the 90,412 shares of Common Stock of the
Issuer back to Mr. Schwartz.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The Reporting Person has reason to believe that, as of the
Reporting Date, the Issuer had 2,650,000 shares of Common Stock issued and
outstanding. Accordingly, after the transaction described in Item 4 above was
consummated, the Reporting Person was the
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beneficial owner of an aggregate of 678,898 shares of Common Stock, comprised
of 348,250 shares of Common Stock and stock options exercisable over various
period to acquire an aggregate of 330,648 shares of Common Stock. None of such
stock options is currently exercisable and the exercise price thereof ranges
from $2.50 to $5.50 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A copy of the above-described Rescission Agreement is annexed as
Exhibit 1 to this Statement.
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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.
2/5/97
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(Date)
/s/ Laurence M. Rosen
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Laurence M. Rosen
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EXHIBIT INDEX
TO SCHEDULE 13D
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Exhibit Page No.
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1 7
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RESCISSION AGREEMENT
This Rescission Agreement (the "Agreement") is made and dated December
19, 1996 by and between Andrew J. Schwartz ("Schwartz") and Laurence M. Rosen
("Rosen"), (Schwartz and Rosen being collectively referred to herein as the
"Parties")
WITNESSETH:
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WHEREAS, the Parties jointly executed a Mutual Stock Transfer
Agreement, dated March 10, 1996 (the "Stock Transfer Agreeement"), wherein
Rosen transferred 519.5 shares in NetStar Communications, Inc., a New Jersey
corporation ("NetStar"), and issued a Promissory Note in the amount of $190,000
to Schwartz, and Schwartz transferred 108 shares in NetLive Communications,
Inc., a Delaware corporation ("NetLive") to Rosen (NetStar and NetLive being
collectively referred to herein as the "Companies");
WHEREAS, subsequent to the Mutual Stock Transfer Agreement, NetLive
underwent a 837.14 for one stock split such that the 108 shares transferred
from Schwartz to Rosen are now equivalent to 90,412 shares;
WHEREAS, also subsequent to the Mutual Stock Transfer Agreement,
NetStar was dissolved and liquidated and $12,538 was distributed to Schwartz
under such liquidation for the 519.5 shares of NetStar that Schwartz previously
received from Rosen;
WHEREAS, the Parties mutually wish to abrogate, cancel and void the
Stock Transfer Agreement so as to restore the Parties to the relative positions
that they would have occupied had no Stock Transfer Agreement been made;
NOW, THEREFORE, in consideration of the promises and the covenants
contained herein and other good and valuable consideration, the parties agree
as follows:
I.
I.1Transfer of NetStar Liquidation Proceeds. Subject to the terms and
conditions set forth herein, Schwartz hereby agrees to transfer to Rosen, and
Rosen agrees to accept from Schwartz, the sum of $12,538, such amount being
equal to distribution in liquidation from 519.5 shares of NetStar. The funds
being transferred to Rosen hereunder is collectively referred to herein as the
"NetStar Funds".
I.2 Promissory Note. Subject to the terms and conditions set forth herein,
Schwartz hereby agrees cancel and forgive the Promissory Note in the amount of
$190,000 executed on March 10, 1996 by Rosen in favor of Schwartz (the "Note").
I.3 Transfer of NetLive Common Stock. Subject to the terms and conditions
set forth herein, Rosen hereby agrees to transfer to Schwartz, and Schwartz
agrees to accept from Rosen, 90,412 shares of the Common Stock of NetLive. The
Common Stock being transferred to Rosen hereunder is collectively referred to
herein as the "NetLive Securities".
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II.
Representations and Warranties of the Parties. The Parties hereby
represent and warrant as follows:
II.1 No Conflict With Other Agreements, Etc. Each of the execution,
delivery, and performance by the Parties to this Agreement will not (with due
notice or lapse of time or both) violate any provision of law, rule, or
regulation, any order of any court or other agency of government, the
Certificate of Incorporation or the By-laws, or any provision of any indenture,
mortgage, note, deed of trust, agreement, or other instrument to which either
of the Parties or any of their respective properties or assets is bound, or
conflict with, result in a breach of, or constitute (with due notice or lapse
of time or both) a default under any such indenture, mortgage, note, deed of
trust, agreement, or other instrument, or result in the creation or imposition
of any lien, charge, restriction, claim or encumbrance of any nature whatsoever
upon any of the properties or assets of the Parties.
II.2 Validity. The Agreement has been, or will be as of the Closing Date,
duly executed and delivered by each of the Parties and constitutes when
executed the legal, valid, and binding obligation of each of the Parties,
enforceable in accordance with its terms, subject to the effect of bankruptcy,
insolvency, moratorium, or other similar laws affecting the enforcement of
creditors' rights generally and except as the availability of equitable
remedies may be limited by general principles of equity.
II.3 Litigation; Claims; Investigations. There are no suits, actions, or
claims, or any investigations or inquiries by any administrative agency or
governmental body, or legal, administrative, or arbitration proceedings pending
against the Parties or, to the knowledge of the Parties, pending against the
Companies or threatened against the Companies to which either of the Parties
or, to the knowledge of the Parties, either of the Companies is a party or, in
the case of threatened proceedings, is reasonably likely to become a party.
There is no outstanding order, writ, judgment, injunction, or decree of any
court, administrative agency, governmental body, or arbitration tribunal
against or affecting either of the Parties or, to the knowledge of the Parties,
either of the Companies, or any of the properties, rights, assets, or business
of any of the Parties or, to the knowledge of the Parties, either of the
Companies.
II.4 Other Agreements. Neither of the Parties is a party to or otherwise
bound by any contracts, commitments, obligations, or undertakings, written or
oral, express or implied, including without limitation any covenant not to
compete, which could have a material adverse effect on either Company or the
other Party or would prevent them from fulfilling their respective obligations
under this Agreement.
II.5 Approvals. No disclosure, registration, filing with, consent or
approval of, or other action by, any federal, state, or other governmental
agency or instrumentality, or by any other third party, is or will be necessary
for the valid execution, delivery, and performance of this by the Parties or,
to their knowledge, either Company.
II.6 Disclosure. None of the statements, documents, certificates, or other
items prepared or supplied by the Parties with respect to the transactions
contemplated hereby contain an untrue statement of a material fact or omit a
material fact necessary to make the statements contained therein not
misleading.
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II.7 Brokers. None of Parties have had any contract, arrangement, or
understanding with any broker, finder, or similar agent with respect to the
transactions contemplated by this Agreement.
III.
III.1 Closing. Subject to the satisfaction or waiver of the terms and
conditions set forth herein, the closing of the transfer (the "Closing") shall
take place at the offices of NetLive, at 8 p.m. on December 23, 1996 (the
"Closing Date"), or at such other place and date as the Parties shall mutually
agree.
III.2 Deliveries at the Closing. At the Closing, Schwartz shall deliver to
Rosen $12,538 in the form of a personal check or other suitable form.
(b) At the Closing, Schwartz shall deliver to Rosen the Note marked "Canceled
and Forgiven" or such other notation required to effect a cancellation of the
Note as is herein described.
(c.)At the Closing, Rosen shall deliver to Schwartz a certificate or
certificates representing the NetLive Securities being transferred to Rosen,
each in definitive form, and in such number of shares of Common Stock as
represents the 90,412 shares of Common Stock being obtained by Schwartz at the
Closing.
III.3 Capital Stock.
(a) As of the date hereof and as of the Closing Date, the authorized capital
stock of NetLive shall consist of 19,000,000 shares of Common Stock, of which
2,650,000 shares are issued and outstanding.
(b) As of the date hereof, NetStar has been dissolved under the laws of the
State of New Jersey.
IV.
IV.1 Survival of Agreements. All covenants, agreements, representations,
and warranties made herein shall survive the execution and delivery hereof and
remain in full force and effect, notwithstanding any investigation made at any
time by or on behalf of any party hereto.
IV.2 Parties in Interest. All representations, covenants, and agreements
contained in this Agreement by or on behalf of the Parties hereto shall bind
and inure to the benefit of the respective successors and permitted assigns of
the Parties hereto, whether so expressed or not. Without limiting the
generality of the foregoing, all representations, covenants, and agreements
benefiting the Parties shall inure to the benefit of any and all subsequent
holders of the NetLive Securities as may be permitted pursuant to law. Except
as otherwise expressly provided herein, nothing in this Agreement is intended
to confer upon any other person any rights or remedies hereunder.
IV.3 Notices. All notices, requests, consents, and other communications
hereunder shall be in writing and shall be deemed effectively given and
received when delivered in person or by
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national overnight courier service or by certified or registered mail, return
receipt requested, or by telecopier, addressed as follows:
if to Rosen, at
NetLive Communications, Inc
584 Broadway, Suite 806
New York, NY 10021
if to Schwartz, at
24 5th Avenue, #504
New York, NY 10011
or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others.
IV.4 Governing Law; Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within the state
without regard to principles of conflicts of law. All judicial proceedings
brought against either of the Parties arising out of or relating to this
Agreement or the Securities shall be brought exclusively in any federal or
state court of competent jurisdiction in the State of New York and by execution
and delivery of this Agreement, the Parties accept for themselves and in
connection with their properties, generally and unconditionally, the exclusive
jurisdiction of the aforesaid courts and waive any defense of forum non
conveniens and personal jurisdiction.
IV.5 Entire Agreement. This Agreement, including the Schedules and Exhibits
hereto constitutes the sole and entire agreement of the Parties with respect to
the subject matter hereof.
IV.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IV.7 No Waivers; Amendments. No failure or delay on the part of any Party
in exercising any right, power or remedy hereunder shall operate as a waiver
thereof except where a specific time period for exercising such power or remedy
is prescribed herein. Nor shall a single waiver of a right, power or remedy
operate as a waiver to further exercises of that right, power or remedy where
such right, power or remedy arises in a subsequent instance. Nor shall any
single or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy. The remedies provided for herein are cumulative and are not exclusive
of any remedies that may be available to any party at law or in equity or
otherwise. Any provision of this Agreement may be amended or waived if, and
only if, such amendment or waiver is in writing and is signed by both Parties
to this Agreement.
IV.8 Severability. If any provision of this Agreement shall be declared
void or unenforceable by a judicial or administrative authority, the validity
of any other provision and of the entire Agreement shall not be affected
thereby.
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IV.9 Gender. All pronouns and all variations thereof shall be deemed to
refer to the masculine, feminine, or neuter, singular or plural, as the
identity of the person or persons, thing or entity may require.
IV.10 Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
/s/
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Laurence Rosen
/s/
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Andrew Schwartz
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