<PAGE> 1
OMB APPROVAL
--------------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response.........14.90
--------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. )*
------
First Virtual Holdings Incorporated
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
337486 10 4
------------------------------
(CUSIP Number)
*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 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).
SEC 1745(2-95)
Page 1 of 8 pages
<PAGE> 2
CUSIP NO. 337486 10 4 13G PAGE 2 OF 8 PAGES
-----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lee H. Stein
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZEN OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
1,179,375*
NUMBER OF *Includes options to purchase 584,375
SHARES shares of Common Stock, exercisable
BENEFICIALLY within 60 days of December 31, 1996.
OWNED BY --------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH 187,500*
*Shares held by The Stein Company, Ltd.,
of which Stein & Stein Incorporated is
the general partner. Mr. Stein and his
spouse are the sole shareholders of
Stein & Stein Incorporated.
--------------------------------------------------
7 SOLE DISPOSITIVE POWER
1,179,375*
*Includes options to purchase 584,375
shares of Common Stock, exercisable
within 60 days of December 31, 1996.
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
187,500*
*Shares held by The Stein Company, Ltd.,
of which Stein & Stein Incorporated is
the general partner. Mr. Stein and his
spouse are the sole shareholders of
Stein & Stein Incorporated.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,366,875
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.6%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 8 pages
<PAGE> 3
INSTRUCTIONS FOR SCHEDULE 13G
INSTRUCTIONS FOR COVER PAGE
(1) Names and Social Security Numbers of Reporting Persons-Furnish
the full legal name of each person for whom the report is
filed - i.e., each person required to sign the schedule
itself-including each member of a group. Do not include the
name of a person required to be identified in the report but
who is not a reporting person. Reporting persons are also
requested to furnish their Social Security or I.R.S.
identification numbers, although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR
COMPLYING WITH SCHEDULE 13G" below).
(2) If any of the shares beneficially owned by a reporting person
are held as a member of a group and such membership is
expressly affirmed, please check row 2(a). If the membership
in a group is disclaimed or the reporting person described a
relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless a joint
filing pursuant to Rule 13d-1(e)(1) in which case it may not
be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization--Furnish citizenship if
the named reporting person is a natural person. Otherwise,
furnish place of organization.
(5)-(9),(11) Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc.--Rows (5) through (9) inclusive, and (11) are to be
completed in accordance with the provisions of Item 4 of
Schedule 13G. All percentages are to be rounded off to the
nearest tenth (one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned
in row (9) does not include shares as to which beneficial
ownership is disclaimed pursuant to Rule 13d-4 [17 CFR
240.13d-4] under the Securities Exchange Act of 1934.
(12) Type of Reporting Persons--Please classify each "reporting
person" according to the following breakdown (see Item 3 of
Schedule 13G) and place the appropriate symbol on the form:
<TABLE>
<CAPTION>
Category Symbol
------------------------------------------------------ ------
<S> <C>
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser 1A
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
</TABLE>
Notes:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only be
used where the cover page item or items provide all the disclosure required by
the schedule item. Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange Act or otherwise subject
to the liabilities of that section of the Act.
Reporting persons may comply with their coverage page filing
requirements by filing either completed copies of the blank forms available from
the Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules as
to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for Social Security or I.R.S. identification numbers, disclosure of which
is voluntary. The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners of certain
equity securities. This statement will be made a matter of public record.
Therefore, any information given will be available for inspection by any member
of the public.
Page 3 of 8 pages
<PAGE> 4
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. Social Security
or I.R.S. identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for Social Security or I.R.S. identification numbers may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements containing the information required by this schedule shall
be filed not later than February 14 following the calendar year covered
by the statement or within the time specified in Rule 13d-1(b)(2), if
applicable.
B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as
that covered by a statement on this schedule may be incorporated by
reference in response to any of the items of this Schedule. If such
information is incorporated by reference in this schedule, copies of
the relevant pages of such form shall be filed as an exhibit to this
schedule.
C. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be
so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
ITEM 1
(a) Name of Issuer
(b) Address of Issuer's Principal Executive Offices
ITEM 2
(a) Name of Person Filing
(b) Address of Principal Business Office, if none, Residence
(c) Citizenship
(d) Title of Class of Securities
(e) CUSIP Number
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-2(b), CHECK WHETHER THE
PERSON FILING IS A:
(a) / /Broker or Dealer registered under Section 15 of the Act
(b) / /Bank as defined in section 3(a)(6) of the Act
(c) / /Insurance Company as defined in section 3(a)(19) of the act
(d) / /Investment Company registered under section 8 of the Investment
Company Act
(e) / /Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) / /Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or endowment Fund; see Section240.13d-1(b)(ii)(F)
(g) / /Parent Holding Company, in accordance with Section240.13d-1(b)(ii)
(G) (Note: See Item 7)
(h) / /Group, in accordance with Section240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
If the percent of the class owned, as of December 31, of the year covered
by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned
(b) Percent of Class
Page 4 of 8 pages
<PAGE> 5
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition of
Instructions: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(l).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OR 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 / /.
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
time and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, by members of the group,
in their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection or as a participant in any transaction having such
purposes 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.
February 12, 1997
------------------------------
Date
/c/ Lee H. Stein
------------------------------
Signature
Lee H. Stein Chairman, CEO
------------------------------
Name/Title
Page 5 of 8 pages
<PAGE> 6
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representation. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commissioner may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE A
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 6 of 8 pages
<PAGE> 7
APPENDIX TO SCHEDULE 13G
<TABLE>
<S> <C>
ITEM 1
(a) Name of Issuer First Virtual Holdings Incorporated
(b) Address of Issuer's Principal Executive Offices 11975 El Camino Real, Suite 300
San Diego, CA 92130
ITEM 2
(a) Name of Person Filing Lee H. Stein
(b) Address of Principal Business Office, if none, Residence 11975 El Camino Real, Suite 300
San Diego, CA 92130
(c) Citizenship
USA
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 337486 10 4
</TABLE>
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-2(b), CHECK WHETHER THE
PERSON FILING IS A:
(a) / /Broker or Dealer registered under Section 15 of the Act
(b) / /Bank as defined in section 3(a)(6) of the Act
(c) / /Insurance Company as defined in section 3(a)(19) of the act
(d) / /Investment Company registered under section 8 of the Investment
Company Act
(e) / /Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) / /Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or endowment Fund; see Section 240.13d-1(b)(ii)(F)
(g) / /Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)
(G) (Note: See Item 7)
(h) / /Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
If the percent of the class owned, as of December 31, of the year covered
by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned 1,366,875
(b) Percent of Class 14.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,179,375
(ii) shared power to vote or to direct the vote 187,500
(iii)sole power to dispose or to direct the disposition of 1,179,375
(iv) shared power to dispose or to direct the disposition of 187,500
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OR 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 / /.
N/A
<PAGE> 8
APPENDIX TO SCHEDULE 13G
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
time and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, by members of the group,
in their individual capacity. See Item 5.
N/A
