SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
NETLIVE COMMUNICATIONS, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
641142104
(CUSIP Number)
R. Andrew Lee, Trustee
NetLive Communications, Inc. Performance Share Program Trust
22 North Sheppard Street
Richmond, Virginia 23221
(804) 935-4824
with a copy to:
Arthur E. Cirulnick, Esq.
Tucker, Flyer & Lewis
a professional corporation
1615 L Street, N.W., Suite 400
Washington, D.C. 20036-5612
(202) 452-8600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 13, 1998
(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
[ ].
(Continued on following pages)
(Page 1 of 6 Pages)
<PAGE>
CUSIP No. 641142104 Page 2 of 6 Pages
13D
1. Names of Reporting Persons
Identification No. of Above Persons (Entities only)
NetLive Communications, Inc. Performance Share Program Trust
2. Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
SC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 0 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 0 shares
PERSON
WITH 9. Sole Dispositive Power
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)
0.0 %
14. Type of Reporting Person
OO
<PAGE>
CUSIP No. 641142104 Page 3 of 6 Pages
13D
1. Names of Reporting Persons
Identification No. of Above Persons (Entities only)
R. Andrew Lee
2. Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
SC
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
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 0 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 0 shares
PERSON
WITH 9. Sole Dispositive Power
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)
0.0%
14. Type of Reporting Person
IN
<PAGE>
This Amendment No. 1 amends and supplements the statement on Schedule
13D (the "Schedule 13D") filed by NetLive Communications, Inc. Performance Share
Program Trust (the "Trust") and R. Andrew Lee, the trustee for the Trust
relating to the Common Stock, par value $.0001 per share (the "Common Stock"),
of NetLive Communications, Inc., a Delaware corporation (the "Issuer").
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby amended and supplemented by deleting the information
set forth therein in its entirety and substituting in lieu thereof the
following:
(a), (b), (c), (f) This statement is filed on behalf of NetLive
Communications, Inc. Performance Share Trust (the "Trust") and Mr. R. Andrew
Lee, the trustee for the Trust. The Trust is a recently formed trust that has
not conducted business other than in connection with the transactions described
herein. Both the Trust's principal address and Mr. Lee's address are 22 North
Sheppard Street, Richmond, Virginia 23221
(d), (e) During the last five years, neither the Trust nor Mr. Lee has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has either been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction nor as a result of such
proceeding was or is 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.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the following
thereto:
From February 1997 to May 1998, the Issuer indicated to the Trust that
it had granted to certain employees (the "Participants") 23,467 shares of Common
Stock pursuant to the terms of the Plan. Following instructions from the
Participants and pursuant to the terms of the Plan, from June 6, 1998 to June
17, 1998, the Trust sold 24,000 shares of Common Stock to pay withholding taxes
on the shares of Common Stock granted and to be distributed to the Participants
of the Issuer pursuant to the Plan and to pay administrative costs associated
with such sale and with maintaining the Trust. On September 16, 1998 and
September 18, 1998, the Trust sold an additional 6,500 shares of Common Stock to
pay for administrative costs.
On October 9, 1998, the Trust distributed to the Participants 12,718
shares in the aggregate pursuant to the terms of the Plan and the Trust
Agreement and delivered to the Issuer 3,780 shares to satisfy the withholding
obligations for one Participant.
On October 13, 1998, the Issuer delivered to the Trust a letter
representing that there were no more participants eligible to receive shares of
Common Stock from the Trust and instructing the trustee of the Trust to
terminate the Trust and convey the remaining shares of Common Stock in the Trust
to the Issuer. On October 13, 1998, the Trust delivered to the Issuer
<PAGE>
253,002 shares of Common Stock that were remaining in the Trust, and the Trust
was terminated.
Item 5. Interest in Securities of the Issuer.
(a), (b) The Trust beneficially owns no shares of Common Stock. The
Trust and Mr. Lee do not have any voting power with respect to shares of Common
Stock of the Issuer. Mr. Lee disclaims any beneficial ownership of shares of
Common Stock of the Issuer.
(c) On September 16, 1998, the Trust sold 5,000 shares of Common Stock
for $0.96 per share, in a transaction effectuated through a broker pursuant to
Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"). On
September 18, 1998, the Trust sold 1,500 shares of Common Stock for $0.93 per
share, in a transaction effectuated through a broker pursuant to Rule 144 of the
Securities Act.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is hereby amended and supplemented by incorporating herein the
information set forth under Item 4 in this Amendment No. 1.
Item 7. Material to be Filed as Exhibits.
None
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned hereby certifies that the information set forth in
this amendment is true, complete and correct.
Dated: October 20, 1998
NETLIVE COMMUNICATIONS, INC.
PERFORMANCE SHARE PROGRAM TRUST
/s/ R. Andrew Lee
By: R. Andrew Lee, Trustee
/s/ R. Andrew Lee
R. Andrew Lee
