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OMB APPROVAL
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OMB NUMBER: 3235-0145
EXPIRES: DECEMBER 31, 1997
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE . . . . . . . 14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES ACT OF 1934
(AMENDMENT NO._____________)*
eSoft, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
.01 Par Value Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
N/A
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(CUSIP Number)
Regis Frank, President 5335 Sterling Dr.
Suite C Boulder, CO 80301
(303) 444-1600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 20, 1998
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(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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 provided in a prior cover page.
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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 2 of 4 Pages
1. Name of Reporting Person
Social Security or I.R.S. Identification No. of above Person
Philip L Becker
2. Check the Appropriate Box If a Member of a Group
[ ] A
[ ] B
3. Sec Use Only
4. Source of Funds*
940,000 other and 100,000 PF
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
USA
Number of 7. Sole Voting Power
Shares 1,040,000
Beneficially
Owned by 8. Shared Voting Power
Each - 0 -
Reporting
Person 9. Sole Dispositive Power
With 1,040,000
10. Shared Dispositive Power
- 0 -
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,087,444
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Representing by Amount in Row (11)
21.38%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 3 of 4 Pages
ITEM 1. SECURITY AND ISSUER
Common Stock, $.01 par value per share
eSoft, Inc.
5335 Sterling Dr. Suite C
Boulder, Colorado 80301
ITEM 2. IDENTITY AND BACKGROUND
(a) The Reporting Persons is Philip L Becker the founding individual
of eSoft, Inc.
(b) The mailing and business address of the Reporting Persons is:
Philip L. Becker
5335 Sterling Dr. Suite C
Boulder, Colorado 80301
(c) Philip Becker held the following positions within the Company:
From July 1985 to September 1997 President of the Company,
Chairman, Chief Technology Officer and Chief Executive Officer
since September 1997 and Director of the Company from 1984 to
present.
(d) During the last five years, the Reporting Persons has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, the Reporting Persons have not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which the Reporting
Persons were or are subject to a judgement, decree or final order
enjoining future violations of, or prohibiting mandating
activities subject to, federal or state securities laws or
finding any violations with respect to such laws.
(f) The Reporting Person is a citizens of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person acquired the 940,000 shares of the
securities as founding shares from the formation of the Company
in 1984, additionally 100,000 of the company shares where
purchased by the Reporting Person on March 16, 1998 in a private
placement agreement with the company with personal funds.
ITEM 4. PURPOSE OF TRANSACTION
Except as described below, the Reporting Person has no present
plans or proposals that relate to or would result in any
transaction, event or action of the type described in paragraphs
(a) through (j) of this item. In the future, however, the
Reporting person reserves the right to adopt such plans or
proposals, subject to applicable regulatory approvals, if any
Depending on market conditions, the Reporting Person may purchase an
undetermined number of additional shares of the Company from time to
time.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 4 of 4 Pages
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) The Reporting Person may be deemed to beneficially own 1,087,444
shares representing 21.38% of the Issuer's outstanding common
stock as of March 16, 1998.
(b) Each of the Reporting Persons has sole power to vote and dispose
of 1,040,000 shares of common stock and shares the power to vote
and dispose of 1,040,000 share of common stock reported herein.
(c) See Item 4, above.
(d) No other person has the right or the power to direct the receipt
of dividends or the proceeds from the sale of the securities
reported herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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 20, 1998 /s/ PHILIP L. BECKER
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Philip L. Becker
Attention: Intentional misstatements or omissions of fact constitute Federal
Criminal violations (see 18 U.S.C. 1001)
