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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 10-Q
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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).
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CUSIP No. 6400509105 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Peter Schaeffer
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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
NUMBER OF
591,335
SHARES -------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
591,335
PERSON ------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
591,335*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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* As of March 5, 1999, the date of the Issuer's initial public offering of
its common stock, Mr. Schaeffer beneficially owned 2,065,835 shares of
common stock, or 23.9% of the shares outstanding following completion of
the offering. Since that time, Mr. Schaeffer has sold from time to time
1,474,500 of such shares, including a private sale of 1,000,000 shares on
April 15, 2000.
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13G Page 3 of 5 Pages
Item 1. (a). Name of Issuer:
NEON Systems, Inc.
(b). Address of Issuer's Principal Executive Offices:
14100 Southwest Freeway,
Suite 500
Sugar Land, TX 77478
Item 2. (a). Name of Person Filing:
Peter Schaeffer
(b). Address of Principal Business Office or, if none, Residence:
14100 Southwest Freeway,
Suite 500
Sugar Land, TX 77478
(c). Citizenship
USA
(d). Title of Class of Securities:
Common Stock
(e). CUSIP Number:
6400509105
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 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 Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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13G Page 4 of 5 Pages
(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 Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a). Amount Beneficially Owned:
591,335
(b). Percent of Class:
6.6%
(c). Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 591,335.
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the
disposition of 591,335.
(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 Rule 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 know 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 nor required.
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13G Page 5 of 5 Pages
Item 7. Identification and Classification of Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
If parent holding company or control person 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 identity of each member of the group.
Item 8. Identification and Classification of Members of the Group:
If a group has filed this schedule pursuant to Rule 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 to Rule 13d-1(c) or Rule 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 transaction sin
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
Item 10. Certification:
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.
May 2, 2000
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Date:
/s/ Peter Schaeffer
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Signature:
Peter Schaeffer
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Name/Title:
