SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __ )*
ITXC CORP.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45069F109
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(CUSIP Number)
December 31, 1999
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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 13G 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).
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CUSIP NO. 45069F109
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(1) Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons
(entities only): Tom Evslin
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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: United States
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Number of Shares Beneficially Owned by Each (5) Sole Voting
Each Reporting Person Power: 822,500
(6) Shared Voting
Power: 5,685,324
(7) Sole Dispositive
Power: 822,500
(8) Shared Dispositive
Power: 5,685,324
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,439,309*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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(11) Percent of Class Represented by Amount in Row (9): 20.37%*
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(12) Type of Reporting Person (See Instructions): IN
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* Includes (i) 822,500 shares held directly by Tom Evslin; (ii) 5,040,162 shares
held jointly by Tom Evslin and Mary A. Evslin, his wife; (iii) 709,168 shares
held directly by Mary A. Evslin, (iv) 150,000 shares held by Mary A. Evslin as
trustee of a grantor retained annuity trust, (v) 645,162 shares which may be
received by Tom Evslin and Mary A. Evslin upon the exercise of a presently
exercisable warrant, which is jointly held, (vi) 66,665 shares which may be
received by Mary A. Evslin upon the exercise of vested options which are
exercisable on or before March 1, 2000, (vii) 652 shares held by a fund in which
Tom Evslin is a limited partner and (viii) 5,000 shares held by an adult child
who lives in the Evslin's home. Mr. Evslin disclaims beneficial ownership of the
shares held of record by Mary A. Evslin (except for shares held with Mary A.
Evslin as joint tenants), the aforementioned fund and the aforementioned adult
child.
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Item 1(a). Name Of Issuer: ITXC Corp.
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Item 1(b). Address of Issuer's Principal Executive Offices: 600 College Road
East, Princeton, New Jersey 08540
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Item 2(a). Name of Person Filing: Tom Evslin
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Item 2(b). Address of Principal Business Office or, if None, Residence: 600
College Road East, Princeton, New Jersey 08540
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Item 2(c). Citizenship: United States
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Item 2(d). Title of Class of Securities: Common Stock
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Item 2(e). CUSIP No.: 45069F109
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Item 3. If This Statement Is Filed Pursuant to ss.ss. 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 ss.240.13d-1(b)(1)(ii)
(E);
(f) [ ] An Employee Benefit Plan or Endowment Fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A Parent Holding Company or control person in accordance with
ss.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. 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 ss.240.13d-1(b)(1)(ii)(J).
If this statement is file pursuant to ss.240.13d-1(c), check this box
[X].
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Item 4. Ownership
(a) Amount Beneficially Owned:
7,439,309*
(b) Percent of Class:
20.37%*
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote 822,500
(ii) shared power to vote or to direct the vote 5,685,324
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(iii) sole power to dispose or to direct the disposition of 822,500
(iv) shared power to dispose or to direct the disposition of
5,685,324
* Includes (i) 822,500 shares held directly by Tom Evslin; (ii) 5,040,162 shares
held jointly by Tom Evslin and Mary A. Evslin, his wife; (iii) 709,168 shares
held directly by Mary A. Evslin, (iv) 150,000 shares held by Mary A. Evslin as
trustee of a grantor retained annuity trust, (v) 645,162 shares which may be
received by Tom Evslin and Mary A. Evslin upon the exercise of a presently
exercisable warrant, which is jointly held, (vi) 66,665 shares which may be
received by Mary A. Evslin upon the exercise of vested options which are
exercisable on or before March 1, 2000, (vii) 652 shares held by a fund in which
Tom Evslin is a limited partner and (viii) 5,000 shares held by an adult child
who lives in the Evslin's home. Mr. Evslin disclaims beneficial ownership of the
shares held of record by Mary A. Evslin (except for shares held with Mary A.
Evslin as joint tenants), the aforementioned fund and the aforementioned adult
child.
<PAGE>
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 [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company. N/A
Item 8. Identification and Classification of Members of the Group. N/A
Item 9. Notice of Dissolution of Group. N/A
<PAGE>
Item 10. Certification
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 such securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
February 14, 2000
(Date)
/s/ Tom Evslin
(Signature)
Tom Evslin
(Name/Title)
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
