ESOFT INC
SC 13G, 1998-03-26
PREPACKAGED SOFTWARE
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934




                               eSoft, Incorporated              
                       ------------------------------
                                (Name of Issuer)


                     Common Stock, Par Value $.01 Per Share             
             --------------------------------------------------
                         (Title of Class of Securities)



                                     N/A               
                       ------------------------------
                                 (CUSIP Number)


       Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

              [ ] Rule 13d-1(b)
              [x] Rule 13d-1(c)
              [ ] 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).
<PAGE>   2
CUSIP NO. /                       SCHEDULE 13G                     PAGE 2 OF / 6
================================================================================

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

              Gene R. Copeland               

- --------------------------------------------------------------------------------
   2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) [ ]
                                                                        (b) [ ]

- --------------------------------------------------------------------------------
   3    SEC USE ONLY

- --------------------------------------------------------------------------------
   4    CITIZENSHIP OR PLACE OF ORGANIZATION

        United States       

- --------------------------------------------------------------------------------
                         5     SOLE VOTING POWER
                 
                                    222,267
                 
       NUMBER OF         -------------------------------------------------------
        SHARES           6      SHARED VOTING POWER
     BENEFICIALLY
       OWNED BY                     - 0 -
         EACH    
       REPORTING         -------------------------------------------------------
        PERSON           7     SOLE DISPOSITIVE POWER
         WITH    
                                    222,267

                         -------------------------------------------------------
                         8     SHARED DISPOSITIVE POWER

                                    - 0 -

- --------------------------------------------------------------------------------
   9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              222,267

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


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

              7.28%

- --------------------------------------------------------------------------------
  12     TYPE OF REPORTING PERSON

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





<PAGE>   3
CUSIP NO. /                       SCHEDULE 13G                     PAGE 3 OF / 6
================================================================================

Item 1.

        (a)   Name of Issuer:

        (b)   Address of Issuer's Principal Executive Offices:
              eSoft, Incorporated
              5335 Sterling Drive
              Boulder, CO 80301

Item 2. (a)   Name of Person Filing:
        (b)   Address of Principal Business Office:
        (c)   Citizenship:

              Gene R. Copeland
              5373 Lookout Ridge Drive
              Boulder, CO 80301
              United States Citizen

              Copeland Consulting Group, Inc.
              5373 Lookout Ridge Drive
              Boulder, CO 80301
              ( A Delaware Corporation)

        (d)   Title of Class of Securities:

              Common Stock

        (e)   CUSIP Number:  N/A

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
                 check whether the person filing is a:

        (a) [X]  This statement is filed pursuant to Section 240.13d-1(c).
                
        (b) [ ]  Broker or Dealer registered under Section 15 of the Act:
                
                 Not applicable
                
        (c) [ ]  Bank as defined in Section 3(a)(6) of the Act:

                 Not applicable





<PAGE>   4
CUSIP NO. /                       SCHEDULE 13G                     PAGE 4 OF / 6
================================================================================


       (d) [ ] Insurance Company as defined in Section 3(a)(19) of the Act:
               
               Not applicable
               
       (e) [ ] Investment Company registered under Section 8 of the
               Investment Company Act:
               
               Not applicable
               
       (f) [ ] Investment Adviser registered under Section 203 of the
               Investment Advisers Act of 1940:
               
               Not applicable
               
       (g) [ ] Employee Benefit Plan, Pension Fund which is subject to
               the provisions of the Employee Retirement Income Security
               Act of 1974 or Endowment Fund (SEE 13d-1(b)(1)(ii)(F)):
               
               Not applicable
               
       (h) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
               
               Not applicable
               
Item 4. Ownership (see Exhibit A)

        Gene R. Copeland

        (a)   Amount Beneficially Owned:  222,267

        (b)   Percent of Class:  7.28%

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

              (i)    Sole power to vote or to direct the vote: 222,267

              (ii)   Shared power to vote or to direct the vote: none

              (iii)  Sole power to dispose or to direct the disposition of:
                     222,267

              (iv)   Shared power to dispose or to direct the disposition of:
                     none

Item 5.       Ownership of Five Percent or Less of a Class:

              Not applicable

Item 6.       Ownership of More than Five Percent on Behalf of Another Person:

              Not applicable





<PAGE>   5
CUSIP NO. /                       SCHEDULE 13G                     PAGE 5 OF / 6
================================================================================

Item 7.       Identification and Classification of the Subsidiary Which
              Acquired the Security Being Reported on By the Parent Holding
              Company:

              Not Applicable

Item 8.       Identification and Classification of Members of the Group:

              Not Applicable

Item 9.       Notice of Dissolution of Group:

              Not Applicable

Item 10.      Certification:

              Because this statement is filed pursuant to Rule 13d-1 (c), the
following certification is included:

              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.





<PAGE>   6
CUSIP NO. /                       SCHEDULE 13G                     PAGE 6 OF / 6
================================================================================


                                    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 _____, 1998


                                   Gene R Copeland


                                   /s/ GENE R COPELAND
                                   ---------------------------------------------
                                   Gene R Copeland
                                   Authorized Signatory


                                   EXHIBIT A

Shares are held by Copeland Consulting Group, Inc. which is controlled by Mr.
Copeland and he is therefore the beneficial owner of all shares held in the
name of Copeland Consulting Group, Inc.



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