NETLIVE COMMUNICATIONS INC
SC 13D/A, 1998-08-11
AMUSEMENT & RECREATION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 Amendment No. 1

                          NetLive Communications, Inc.

                                  Common Stock

                               CUSIP No. 641142104

Jeffrey Wolf
c/o Athena Ventures, Inc.
590 Madison Avenue, 21st Floor
New York, New York 10021
(212) 521-4300

With copy to:
Peretz Bronstein, Esq.
60 East 42nd Street, Suite 4600
New York, New York 10165
(212) 697-6484

Dated of event requiring filing of this statement: July 31, 1998.

CUSIP No. 641142104
================================================================================
 1          NAME OF REPORTING PERSON
            S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            Jeffrey Wolf

================================================================================
 2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                     (a) [ ]
                                     (b) [X]

================================================================================
 3          SEC USE ONLY

================================================================================
 4          SOURCE OF FUNDS

            Not Applicable
================================================================================

 5          CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT  TO
            ITEMS 2(d) OR 2(e)

            Not Applicable

================================================================================


<PAGE>

================================================================================
 6          CITIZENSHIP OR PLACE OF ORGANIZATION

            U.S.A.

================================================================================
                           7    SOLE VOTING POWER
     NUMBER OF
      SHARES                         281,355*
   BENEFICIALLY    =============================================================
     OWNED BY           8    SHARED VOTING POWER
       EACH
     REPORTING                      -0-
      PERSON       =============================================================
       WITH                9    SOLE DISPOSITIVE POWER

                                            281,355*
                   =============================================================
                       10    SHARED DISPOSITIVE POWER

                                            -0-
================================================================================
 11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                    281,355*

================================================================================
 12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW  (11) EXCLUDES CERTAIN
            SHARES  [ ]
================================================================================
 13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                7.5%
================================================================================
 14         TYPE OF REPORTING PERSON
            IN
================================================================================

*  Assumes  the  exercise  in  full of all  159,802  stock  options  held by the
Reporting Person, of which only 122,152 are exercisable  presently or within the
next sixty days.


<PAGE>


ITEM 1.  SECURITY AND ISSUER.

     This Statement on Schedule 13D (this  "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 as of July 31, 1998.  Except as specifically  modified herein,
this  Amendment  No. 1  incorporates  by  reference in its entirety the Schedule
13-D,  dated as of March 20, 1997, filed jointly by Michael  Kharitanov,  Andrew
Schwartz, Laurence Rosen, Jeffrey Wolf and Scott Wolf.

ITEM 2.  IDENTITY AND BACKGROUND

Mr. Jeffrey Wolf is managing general partner of Athena Ventures, LLC, a New York
City-based  venture capital firm. His principal  business  address is c/o Athena
Ventures, LLC, 590 Madison Avenue, 21st Fl., New York, New York 10021.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

     (a) and (b) Mr. Wolf owns 281,355 shares of Common Stock,  which constitute
approximately 7.5% of the Issuer's  outstanding shares of Common Stock (assuming
the exercise of all outstanding  options to purchase Common Stock).  Included in
the number of shares of Common  Stock owned by Mr.Wolf  are  159,802  options to
purchase  Common Stock,  of which 122,152 are either  presently  exercisable  or
exercisable within the next sixty days.

     (c) On or about May 31, 1997 Mr. Wolf sold 20,000 of Common Stock at $1 per
share. On or about July 31, 1997 Mr. Wolf sold 200,000 shares of Common Stock at
$1 per share.

                   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.

August 4, 1998

                                             /s/ Jeffrey Wolf
                                                 -----------------------
                                                 Jeffrey Wolf



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