SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
eGain Communications Corporation
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
28225C103
(CUSIP Number)
December 31, 1999
(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)
/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
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).
**The total number of shares reported herein is 4,046,590 shares, which
constitutes approximately 14.0% of the 28,999,944 shares of Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Unless otherwise
stated, all ownership percentages set forth herein assume that there are
28,994,944 shares outstanding.
<PAGE>
CUSIP No. 28225C103
1. Name of Reporting Person:
FW Ventures I, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 4,041,590 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 4,041,590 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,041,590
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 13.9%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised through its general partner, Group 31, Inc.
<PAGE>
CUSIP No. 28225C103
1. Name of Reporting Person:
Mark A. Wolfson
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Mark A. Wolfson is a citizen of the
United States of America.
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,000 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): <0.1% (2)
12. Type of Reporting Person: IN
- --------------
(1) Assumes the exercise of director options held by Mr. Wolfson to purchase
5,000 shares of Common Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 28,999,944
shares of the Stock outstanding.
<PAGE>
Item 1(a). Name of Issuer.
The name of the issuer is eGain Communications Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 455 W. Maude
Avenue, Sunnyvale, California 94086.
Item 2(a). Names of Persons Filing.
Pursuant to Regulation 13D-G of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
file this Schedule 13G Statement on behalf of FW Ventures I, L.P., a Texas
limited partnership ("FW"), and Mark A. Wolfson ("Wolfson"), the "Reporting
Persons." Additionally, information is included herein with respect to the
following persons (collectively, the "Controlling Persons"): Group 31, Inc., a
Texas corporation ("Group"), and J. Taylor Crandall ("Crandall"). The Reporting
Persons and the Controlling Persons are sometimes hereinafter collectively
referred to as the "Item 2 Persons." The Item 2 Persons are making this single,
joint filing because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Act, although neither the fact of this filing
nor anything contained herein shall be deemed to be an admission by the Item 2
Persons that such a group exists.
Item 2(b). Address of Principal Business Office, or if None, Residence.
The address of the principal business office or residence of each of the
Item 2 Persons is as follows:
PRINCIPAL BUSINESS OR
NAME RESIDENCE ADDRESS
FW 201 Main Street
Suite 3100
Fort Worth, Texas 76102
Wolfson 2775 Sand Hill Road
Suite 220
Menlo Park, California 94025
Group 201 Main Street
Suite 3100
Fort Worth, Texas 76102
Crandall 2775 Sand Hill Road
Suite 220
Menlo Park, California 94025
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the United
States of America.
Item 2(d). Title of Class of Securities.
This Schedule 13G Statement relates to the Common Stock, par value $0.001
per share, of the Issuer (the "Stock").
Item 2(e). CUSIP Number.
The CUSIP number of the Stock is 28225C103.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b) or
Rule 13d-2(b).
Item 4. Ownership.
(a) - (b)
Reporting Persons
FW
The aggregate number of shares of the Stock that FW owns beneficially,
pursuant to Rule 13d-3 of the Act, is 4,041,590, which constitutes approximately
13.9% of the 28,994,944 shares of the Stock deemed outstanding pursuant to Rule
13d-3(d)(1)(i).
Wolfson
Because he holds director stock options to purchase 5,000 shares of the
Stock, Wolfson may, pursuant to Rule 13d-3, be deemed to be the beneficial owner
of 5,000 shares of the Stock, which constitutes less than 0.1% of the 28,999,944
shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Controlling Persons
Group
Because of its position as the sole general partner of FW, Group may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
4,041,590 shares of the Stock, which constitutes approximately 13.9% of the
outstanding shares of the Stock.
Crandall
Because of his position as the President of Group, which is the sole
general partner of FW, Crandall may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 4,041,590 shares of the Stock, which
constitutes approximately 13.9% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(c)
Reporting Persons
FW
Acting through its general partner, FW has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of an aggregate of
4,041,590 shares of the Stock.
Wolfson
Wolfson has no power to vote or to direct the vote or to dispose or to
direct the disposition of any of the shares of the Stock.
Controlling Persons
Group
As the sole general partner of FW, Group has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 4,041,590
shares of the Stock.
Crandall
As the President of Group, which is the sole general partner of FW,
Crandall has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 4,041,590 shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
This filing on Schedule 13G is not for the purpose of reporting the
fact that the Reporting Persons have ceased to be the beneficial owners of more
than five percent (5%) of the outstanding shares of the Stock.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Item 2 Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of the Stock owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
This Schedule 13G Statement is not being filed by a parent holding
company.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each of the
Item 2 Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1)(iii). The identity of
each of the Item 2 Persons is set forth in Item 2(a) hereof.
Item 9. Notice of Dissolution of Group.
It is inapplicable for the purposes herein to provide notice of
dissolution of a group.
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 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>
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
DATED: February 11, 2000
FW VENTURES I, L.P.
By: Group 31, Inc., general partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/Mark A. Wolfson
