UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Box Hill Systems Corp.
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(Name of Issuer)
Common Stock ($.01 par value)
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(Title of Class of Securities)
10316R108
--------------------------------------------
(CUSIP Number)
September 22, 1997
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
Page 1 of 10 pages
<PAGE>
CUSIP No. 10316R108
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Benjamin Monderer
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization United States
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5. Sole Voting Power
Number of Shares ----------------------------------------------------------
Beneficially Owned 6. Shared Voting Power 7,705,059
by Each Reporting ----------------------------------------------------------
Person With: 7. Sole Dispositive Power
----------------------------------------------------------
8. Shared Dispositive Power
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,705,059
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (11) 53.8%
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12. Type of Reporting Person (See Instructions) IN
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Page 2 of 10 pages
<PAGE>
CUSIP No. 10316R108
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Mark A. Mays
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization United States
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5. Sole Voting Power
Number of Shares -----------------------------------------------------------
Beneficially Owned 6. Shared Voting Power 7,705,059
by Each Reporting -----------------------------------------------------------
Person With: 7. Sole Dispositive Power
-----------------------------------------------------------
8. Shared Dispositive Power
- ------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,705,059
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (11) 53.8%
- ------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions) IN
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Page 3 of 10 pages
<PAGE>
CUSIP No. 10316R108
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Carol Turchin
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization United States
- ------------------------------------------------------------------------------
5. Sole Voting Power
Number of Shares -----------------------------------------------------------
Beneficially Owned 6. Shared Voting Power 7,705,059
by Each Reporting -----------------------------------------------------------
Person With: 7. Sole Dispositive Power
-----------------------------------------------------------
8. Shared Dispositive Power
- ------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,705,059
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (11) 53.8%
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12. Type of Reporting Person (See Instructions) IN
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Page 4 of 10 pages
<PAGE>
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1) Names and I.R.S. Identification 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 that are
entities are also requested to furnish their 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 that membership is expressly affirmed, please
check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b)[unless it is a joint ruling
pursuant to Rule 13d-1(k)(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 l3d-4 (17 CFR 240.13d-4) under the Securities Exchange
Act of 1934.
(12) Type of Reporting Person--Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and
place the appropriate symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, or
Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
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 cover 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).
Page 5 of 10 pages
<PAGE>
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 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 maner 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
use 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. 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 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 filed pursuant to Rule 13d-1(b) 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 Rules 13d-1(b)(2) and 13d-2(c). Statements filed
pursuant to Rule 13d-l(c) shall be filed within the time specified in
Rules 13d-l(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to
Rule 13d-l(d) shall be filed not later than February 14 following the
calendar year covered by the statement pursuant to Rules 13d-1(d) and
13d-2(b).
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 Box Hill Systems Corp.
(b) Address of Issuer's Principal Executive Offices 161 Avenue of the
Americas, New York, NY 10013
Item 2.
(a) Name of Person Filing Benjamin Monderer, Carol Turchin, Mark A.
Mays
(b) Address of Principal Business Office or, if none, Residence
161 Avenue of the Americas, New York
NY 10013
(c) Citizenship Each reporting person is a citizen of the United States
(d) Title of Class of Securities Common Stock ($.01 par value)
(e) CUSIP Number 10316R108
Item 3. If this statement is filed pursuant to ss.ss.240.13d-l(b) or
240.13d-2(b) or (c), check whether the person filing is a: NA
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
Page 6 of 10 pages
<PAGE>
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with Section 240.13d-l(b)(1)
(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 18 13);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U. S.C. 80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 7,705,059 shares
---------
(b) Percent of class: 53.8%
-----
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote .
(ii) Shared power to vote or to direct the vote 7,705,059
(iii) Sole power to dispose or to direct the disposition of _______.
(iv) Shared power to dispose or to direct the disposition of ____.
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Section 240.13d-3(d)(l).
Item 5. Ownership of Five Percent or Less of a Class NA
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. NA
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 item 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 NA
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) or
Rule 13d-1(d), 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 Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) 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 Section 240.13d-l(c) or
Section 240.13d-l(d), attach an exhibit stating the identity of each member of
the group. Attached
Page 7 of 10 pages
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Item 9. Notice of Dissolution of Group NA
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, if
required, by members of the group, in their individual capacity. See Item
5.
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(b): NA
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-l(c): NA
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any
transaction having that purpose or effect.
Page 8 of 10 pages
<PAGE>
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.
2/23/99
----------------------------------
Date
/s/ Benjamin Monderer
----------------------------------
Signature
Benjamin Monderer
----------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. 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 Commission 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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
Page 9 of 10 pages
<PAGE>
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.
2/17/99
----------------------------------
Date
/s/ Mark A. Mays
----------------------------------
Signature
Mark A. Mays
----------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. 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 Commission 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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
Page 9 of 10 pages
<PAGE>
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.
2/17/99
----------------------------------
Date
/s/ Carol Turchin
----------------------------------
Signature
Carol Turchin
----------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. 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 Commission 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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
Page 9 of 10 pages
<PAGE>
Exhibit I
Response to Item 8
Amount and Nature of Percent of
Name Beneficial Ownership Outstanding shares
-------------------- ------------------
Benjamin Monderer (1) 7,705,059 53.8%
Carol Turchin (1) 7,705,059 53.8%
Mark A. Mays (2) 7,705,059 53.8%
_______________
(1) Beneficial ownership includes 2,476,653 shares owned by such
individual's spouse and 2,751,653 shares owned by Mr. Mays, all of
which shares are subject to the voting agreement described below, as
to which shares such individual disclaims beneficial ownership.
(2) Beneficial ownership includes 4,953,406 shares owned by Dr. Monderer
and Ms. Turchin, all of which are subject to the voting agreement
described below, as to which shares Mr. Mays disclaims beneficial
ownership.
On July 31, 1997, Dr. Monderer, Ms. Turchin and Mr. Mays entered into
a voting agreement with respect to the shares which each owns, effective
with the consummation of the initial public offering of Box Hill Systems
Corp. Common Stork. Pursuant to the agreement, such shareholders have
agreed to vote their respective shares for the election of each thereof as
a Director of the Company and will vote their shares in accordance with the
determination of the holders of a majority of their shares as to any
proposal to merge, consolidate, liquidate or sell substantially all of the
assets of the Company. The agreement, which is to terminate December 31,
2009, or upon deaths of Dr. Monderer and Ms. Turchin, prohibits the
transfer of their shares other than (i) to a member of the transferor's
family who agrees to be bound by the agreement, (ii) pursuant to a sale
exempt from registration pursuant to Rule 144 under the Securities Act or
(iii) in a merger, consolidation or sale of substantially all the assets of
the Company.
Page 10 of 10 pages
