CYBERMEDIA INC
SC 13G, 1998-02-17
PREPACKAGED SOFTWARE
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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. ______________)*



                                CYBERMEDIA, INC.
                    -----------------------------------------
                                (Name of Issuer)




                                  COMMON STOCK
                    -----------------------------------------
                         (Title of Class of Securities)




                                   23249P-10-7
                    -----------------------------------------
                                 (CUSIP Number)





*The remainder of this cover page shall be filled out for a reporting person's
initial filing of 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).





                                Page 1 of 5 Pages


<PAGE>   2



CUSIP NO.  23249P-10-7            SCHEDULE 13G         PAGE   2   OF   5   PAGES
          -------------                                     -----    -----

  (1)     NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          UNNIKRISHNAN S. WARRIER,  ###-##-####
          ---------------------------------------------------------------------

  (2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (A)   [   ]
                                                                    (B)   [   ]

          --------------------------------------------------------------------- 

  (3)     SEC USE ONLY

          ---------------------------------------------------------------------

  (4)     CITIZENSHIP OR PLACE OF ORGANIZATION                      

          India
          ---------------------------------------------------------------------

                       (5)     SOLE VOTING POWER                    
  NUMBER OF                    831,964 (See Note (1))
   SHARES              --------------------------------------------------------
 BENEFICIALLY          (6)     SHARED VOTING POWER                  
  OWNED BY                     
    EACH               --------------------------------------------------------
  REPORTING            (7)     SOLE DISPOSITIVE POWER               
 PERSON WITH                   831,964 (See Note (1))
                       --------------------------------------------------------
                       (8)     SHARED DISPOSITIVE POWER             
                               
                       --------------------------------------------------------

  (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         
          
          831,964 (See Note (1))
          ---------------------------------------------------------------------

 (10)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
          SHARES*                                                         [   ]

          ---------------------------------------------------------------------

 (11)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           

          6.74%
          ---------------------------------------------------------------------

 (12)     TYPE OF REPORTING PERSON*

          IN
          ---------------------------------------------------------------------




                       *SEE INSTRUCTION BEFORE FILLING OUT



<PAGE>   3



CUSIP NO.  23249P-10-7                                 PAGE   3   OF   5   PAGES
          -------------                                     -----    -----

ITEM 1.
        (a)    Name of Issuer:  CyberMedia, Inc.

        (b)    Address of Issuer's Principal Executive Offices:
                      3000 Ocean Park Blvd., Suite 2001
                      Santa Monica, CA 90405
ITEM 2.
        (a)    Name of Person Filing:  Unnikrishnan S. Warrier

        (b)    Address of Principal Business Office or, if none, Residence:
                      CyberMedia, Inc.
                      3000 Ocean Park Blvd., Suite 2001
                      Santa Monica, CA 90405

        (c)    Citizenship:  India

        (d)    Title of Class of Security:  Common Stock

        (e)    CUSIP Number: 23249P-10-7

ITEM    3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
        CHECK WHETHER THE PERSON 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)(1)(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

        (a)    Amount Beneficially Owned: Reporting Person owns 548,581 shares
               of Issuer's Common Stock and holds options to purchase 671,100
               shares of Common Stock of which 203,383 are exercisable within 60
               days after December 31, 1997. An additional 80,000 shares are
               registered to a Lam Children's Trust of which the Reporting
               Person is the trustee. The Reporting Person disclaims beneficial
               ownership of such shares.


<PAGE>   4


CUSIP NO.  23249P-10-7                                 PAGE   4   OF   5   PAGES
          -------------                                     -----    -----

        (b)    Percent of Class: Reporting Person beneficially owns an aggregate
               of 831,964 (1) shares of Common Stock representing 6.74% of the
               outstanding shares of Common Stock of the Issuer based upon
               12,339,419 shares outstanding as of October 31, 1997, according
               to the first amendment to Issuer's quarterly report on Form 10-Q
               for the quarter ended September 30, 1997, filed December 4, 1997.

        (c)    Number of shares as to which such person has:

                    (i)   sole power to vote or to direct the vote: 831,964(1)
                    (ii)  shared power to vote or to direct the vote:
                    (iii) sole power to dispose or direct the disposition of:
                          831,964(1)
                    (iv)  shared power to dispose or direct the disposition of:

               (1)    Reporting Person disclaims beneficial ownership of 80,000
                      of such shares. Reporting Person holds options to purchase
                      671,100 shares of Common Stock of which 203,383 are
                      exercisable within 60 days after December 31, 1997.


ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF 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 that
five percent of the class of securities, check the following [ ].


ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
               N/A

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
        SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
               N/A

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
               N/A

ITEM 9. NOTICE OF DISSOLUTION OF GROUP
               N/A


<PAGE>   5


CUSIP NO.  23249P-10-7                                 PAGE   5   OF   5   PAGES
          -------------                                     -----    -----

ITEM 10.
               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 with 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 11, 1998
                                       -----------------------------------------
                                                         Date


                                                 /s/ Unni S. Warrier
                                       -----------------------------------------
                                                        Signature


                                                   Unni S. Warrier
                                       -----------------------------------------
                                                     Name/Title


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