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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 the
disclosures provided 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
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CUSIP NO. 337486 10 4 SCHEDULE 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
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
---------------------------------------------------------------------
(5) SOLE VOTING POWER
1,312,500*
*Includes options to purchase 725,000 shares of
Common Stock, exercisable within 60 days
of December 31, 1996.
NUMBER OF --------------------------------------------------------
SHARES (6) SHARED VOTING POWER
BENEFICIALLY 345,000*
OWNED BY
EACH *Shares held by The Stein Company, Ltd., of
REPORTING which Stein & Stein Incorporated is the general
PERSON WITH partner. Mr. Stein and his spouse are the sole
shareholders of Stein & Stein Incorporated.
--------------------------------------------------------
(7) SOLE DISPOSITIVE POWER
1,312,500*
*Includes options to purchase 725,000 shares of
Common Stock, exercisable within 60 days of
December 31, 1996.
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
345,000*
*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
1,657,500
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.7%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 8 pages
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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
Page 3 of 8 Pages
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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.
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 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
(b) Percent of Class
Page 4 of 8 Pages
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(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 10, 1998
------------------------------------------
Date
/c/ Lee H. Stein
------------------------------------------
Signature
Lee H. Stein
------------------------------------------
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
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
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 See Row 9 of the cover page
(b) Percent of Class See Row 11 of the cover page
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
See Row 5 of the cover page
(ii) shared power to vote or to direct the vote
See Row 6 of the cover page
(iii) sole power to dispose or to direct the disposition of
See Row 7 of the cover page
(iv) shared power to dispose or to direct the disposition of
See Row 8 of the cover page
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
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
<PAGE> 8
APPENDIX TO SCHEDULE 13G
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
