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SEC 1745 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
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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. ___________)*
Neon Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
6400509105
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(CUSIP Number)
December 31, 1999 Form 10Q
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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).
CUSIP No. 6400509105
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John J. Moores
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) .................................................
(b) .................................................
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3. SEC Use Only
...................................................................
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4. Citizenship or Place of Organization:
USA
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5. Sole Voting Power : 2,366,842
Number of --------------------------------------------------------------
Shares 6. Shared Voting Power : 0
Beneficially --------------------------------------------------------------
Owned by 7. Sole Dispositive Power : 2,366,842
Each Reporting --------------------------------------------------------------
Person With 8. Shared Dispositive Power : 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,366,842
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10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions
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11. Percent of Class Represented by Amount in Row (11) : 26.4%
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12. Type of Reporting Person (See Instructions): IN
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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 filing pursuant to Rule 13d1(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), AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON, ETC.--
Rows (5) through (9) inclusive, and (11)(11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All
percentages
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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 13d-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:
<TABLE>
<CAPTION>
CATEGORY SYMBOL
<S> <C>
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
</TABLE>
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 14D1) 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).
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 matter 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.
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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
13d2(c). Statements filed pursuant to Rule 13d-1(c) shall be
filed within the time specified in Rules 13d-1(c), 13d-2(b) and
13d-2(d). Statements filed pursuant to Rule 13d-1(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: Neon Systems, Inc.
(b) Address of Issuer's Principal Executive Offices: 14100 SW
Freeway, Suite 500 Sugar Land, TX 77478
ITEM 2.
(a) Name of Person Filing: John J. Moores
(b) Address of Principal Business Office or, if none,
Residence: 12680 High Bluff Dr. #200, San Diego, CA 92130
(c) Citizenship: USA
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 6400509105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(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).
(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-1(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);
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(h) [ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
(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 Section
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: 2,366,842
(b) Percent of class: 26.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
2,366,842
(ii) Shared power to vote or to direct the vote : 0
(iii) Sole power to dispose or to direct the
disposition of : 2,366,842
(iv) Shared power to dispose or to direct the
disposition of : 0
INSTRUCTION. For computations regarding securities which represent a right to
acquire an underlying security SEE SECTION 240.13d3(d)(1).
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 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.
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
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
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to Section 240.13d-1(c) or Section 240.13d-1(d), attach an exhibit stating
the identity of each member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
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 Section 240.13d-1(b):
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-1(c):
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.
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.
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Date
--------------------------------
Signature
--------------------------------
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.
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ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
