UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NOTIFY TECHNOLOGY CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
669956104
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(CUSIP Number)
David A. Brewer
1918 FRAZER STREET
SPARKS, NV 89431
(775) 322-1420
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 4, 1999
(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(e), (f) or (g), check the following box. [ ]
NOTE. Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-1(A) for
other parties to whom copies are to be sent.
(Continued on the Following Pages)
(Page 1 of 5 Pages)
The information required on 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).
E-1
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SCHEDULE 13D
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CUSIP NO. 669956104
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David A. Brewer
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X Not Applicable
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) __
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,194,444 shares, of which 1,344,444 are
BENEFICIALLY shares subject to warrants to purchase
OWNED BY common stock which are exercisable within
REPORTING 60 days.
PERSON WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
2,194,444 shares, of which 1,344,444 are
shares subject to warrants to purchase
common stock which are exercisable within
60 days.
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,194,444
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
____
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3%
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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SCHEDULE 13D
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock of Notify
Technology Corporation, a California corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 1054 S. DeAnza Blvd., Suite 105,
San Jose, CA 95129.
Item 2. Identity and Background.
(a) This statement is filed by David A. Brewer (the "Reporting
Person").
(b) The address of the Reporting Person is 198 Frazer Street, Sparks,
NV 89431.
(c) Present Principal Business or Employment:
1. Private Investor
(d) and (e) During the last five years the Reporting Person has not
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor (ii) been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction, and is or was, as a
result of such proceeding, subject to a judgement, 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.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person purchased 850,000 shares of Common Stock of the
Issuer and warrants to purchase 1,344,444 shares of Common Stock of the Issuer
for an aggregate price of $3,060,010 pursuant to a Securities Purchase Agreement
dated as of March 4, 1999 by and between the Issuer and the Reporting Person.
The Reporting Person purchased all shares of Common Stock of the Issuer with
personal funds.
Item 4. Purpose of Transaction.
General venture capital investment. The Reporting Person intends to
review continuously his equity position in the issuer. Depending upon future
evaluations of the business prospects of the issuer and upon other developments,
including, but not limited to, general economic and business conditions and
money market and stock market conditions, the Reporting Person may determine to
increase or decrease his equity interest in the issuer by acquiring additional
shares of Stock or by disposing of all or a portion of his holdings of Stock,
but subject to any applicable legal and contractual restrictions on his ability
to do so.
Other than as described above, the Reporting Person does not have any
present plans or proposals which relate to or would result in: (i) the
acquisition by any person of additional securities of the Issuer; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Issuer; (iii) a sale or transfer of a material amount
of assets of the Issuer; (iv) any material change in the
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present capitalization of dividend policy of the Issuer; (v) any other material
change in the Issuer's business or corporate structure; (vi) changes in the
Issuer's certificate of incorporation or by-laws or other actions which may
impede the acquisition of control or the Issuer by any persons; (vii) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (viii) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12 (g)(4) of the Securities Exchange Act of 1934, as
amended; or (ix) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person holds 850,000 shares of Common Stock and
warrants to purchase 1,344,444 shares of Common Stock collectively representing
approximately 38.3% of the outstanding Common Stock.
(b) The Reporting Person has sole voting and dispositive power over
2,194,444 shares of Common Stock, representing approximately 38.3% of the
outstanding Common Stock.
(c) The Reporting Person did not effect any transactions other than
those set forth in Items 3 and 4 above.
(d) No person other than the Reporting Person is known to the Reporting
Person to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from, the sale of the shares of Common Stock of
the Issuer owned by the respective Reporting Person.
(e) [Not Applicable]
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
On March 4, 1999, the Issuer and the Reporting Person entered into a
Securities Purchase Agreement for the purchase of 850,000 shares of Common Stock
and warrants to purchase 1,344,333 shares of Common Stock for an aggregate
purchase price of $3,060,010.
Item 7. Materials to be Filed as Exhibits.
None
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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.
Dated: March 12, 1999
DAVID A. BREWER
/s/ David A. Brewer
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David A. Brewer
