SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13(d)-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
TANNING TECHNOLOGY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
87588 P10 1
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(CUSIP Number)
JULY 22, 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 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 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 (the "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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SCHEDULE 13G
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CUSIP NO. 87588 P10 1 PAGE 1 OF 6 PAGES
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1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BIPIN AGARWAL
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
(SEE INSTRUCTIONS)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,313,291
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 2,313,291
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,313,291
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)
11.45%
12 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
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CUSIP NO. 87588 P10 1 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WINSOFT CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
(SEE INSTRUCTIONS)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
COLORADO
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,313,291
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 2,313,291
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,313,291
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)
11.45%
12 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13G
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CUSIP NO. 87588 P10 1 PAGE 3 OF 6 PAGES
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Item 1.
(a) NAME OF ISSUER: Tanning Technology Corporation (the "Company")
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4600 South Syracuse Street, Suite 1200
Denver, Colorado 80237
Item 2.
(a) - (c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE;
AND CITIZENSHIP:
NAME OF PERSON FILING; ADDRESS OF RESIDENCE; AND CITIZENSHIP:
This statement is filed on behalf of (a) Bipin Agarwal,
Director and Executive Vice President of Strategy, Planning
and New Ventures for the Company, and a United States
citizen ("Agarwal"), and (b) WinSoft Corporation, a Colorado
corporation ("WinSoft"). The address of principal business
office of each Reporting Person is:
c/o Tanning Technology Corporation
4600 South Syracuse Street, Suite 1200
Denver, Colorado 80237
2(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value
$0.01 per share of the Company (the "Shares")
2(e) CUSIP NUMBER: 87588 P10 1
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b),
OR 13-2(b), CHECK WHETHER THE PERSON FILING IS A:
This Item 3 is not applicable.
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED:
(i) Agarwal may be deemed the beneficial owner of 2,313,291
Shares as a result of being the controlling shareholder
of WinSoft.
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SCHEDULE 13G
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CUSIP NO. 87588 P10 1 PAGE 4 OF 6 PAGES
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(ii) WinSoft may be deemed the beneficial owner of 2,313,291
Shares, all of which it holds directly.
(iii) Agarwal, WinSoft and certain of the other shareholders
of the Company have entered into an amended and
restated shareholder agreement dated as of July 20,
1999. Under this agreement, the parties have agreed
that: (A) the board of directors shall initially be
comprised of seven directors, (B) the board of
directors shall be composed of a designated slate of
directors to serve until the first annual meeting of
shareholders, and (C) thereafter, WinSoft may
designate one director to the board of directors and
certain of the other shareholders may designate in the
aggregate two directors to the board of directors.
(b) PERCENT OF CLASS:
(i) The number of Shares of which Agarwal may be deemed to
be the beneficial owner constitutes approximately
11.45% of the total number of Shares outstanding.
(ii) The number of Shares of which WinSoft may be deemed to
be the beneficial owner constitutes approximately
11.45% of the total number of Shares outstanding.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
Agarwal:
(i) sole power to vote or to direct the vote:
2,313,291
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
2,313,291
(iv) shared power to dispose or to direct the disposition of:
0
WinSoft:
(i) sole power to vote or to direct the vote:
2,313,291
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SCHEDULE 13G
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CUSIP NO. 87588 P10 1 PAGE 5 OF 6 PAGES
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(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
2,313,291
(iv) shared power to dispose or to direct the disposition of:
0
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.
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. NOTICES OF DISSOLUTION OF GROUP:
Not applicable.
Item 10. CERTIFICATIONS:
Not applicable.
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SCHEDULE 13G
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CUSIP NO. 87588 P10 1 PAGE 6 OF 6 PAGES
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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: February 14, 2000 BIPIN AGARWAL
/s/ Bipin Agarwal
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WINSOFT CORPORATION
By: /s/ Bipin Agarwal
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Bipin Agarwal, President
