UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(RULE 13D-2(A)
Under the Securities Exchange Act of 1934
(Amendment No.1)*
MEGADATA CORPORATION
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(Name of Issuer)
COMMON SHARES, $0.01 PAR VALUE
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(Title of Class of Securities)
58514510
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(CUSIP Number)
YITZHAK N. BACHANA, PRESIDENT
DATA PROBE, INC.
49 EAST 21ST STREET, NEW YORK, NY 10010
(212) 228-6800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MAY 28, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this statement. [ ]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover 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 subsquenent amendment containing information which would alter the
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).
<PAGE>
CUSIP NO. 58514510 SCHEDULE 13D/A PAGE 2 OF 3
1.NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DATA PROBE, INC.
EIN:13-2590339
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2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
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3.SEC USE ONLY
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4.SOURCE OF FUNDS
N/A
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5.CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6.CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
7. SOLE VOTING POWER 479,400
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
479,400
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,400
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ X ]
Yitzhak N. Bachana, a director of the issuer, owns 57.2% of the outstanding
shares of Data Probe, Inc. The amount set forth above and the percentage
set forth below does not include these shares.
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.2
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14. TYPE OF REPORTING PERSON*
CO
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<PAGE>
CUSIP NO. 58514510 SCHEDULE 13D PAGE 3 OF 3
13D
Additional Information
Item #
1.(a) Name of Issuer:
MEGADATA CORPORATION
(b) Address of Issuer's Principal Executive Offices:
35 ORVILLE DRIVE, BOHEMIA, NEW YORK 11716-2598
2.(a) Name of Person Filing:
DATA PROBE, INC.
(b) Address of Principal Business Office for Each of the Above:
49 EAST 21ST STREET, NEW YORK, NY 10010
(c) PRINCIPAL OCCUPATION During the last five years, Data Probe, Inc. has not
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and has not been a party to a civil proceeding of a judicial or
administrative body or competent jurisdiction resulting in, or otherwise subject
to, a judgment, decree, or final order enjoining future violations of or
prohibiting or mandating activities subject to Federal or state securities laws
or finding any violation with respect to such laws.
(d)
(e)
(f)Citizenship:
3. Source and Amount of Funds or Other Consideration:
Not Applicable.
4. Purpose of the Transaction:
Not Applicable.
5. Interest in Securities of the Issurer:
(a) 479,400 shares, or 19.2% of the class of outstanding securities.
(b) all shares are owned directly and Data Probe, Inc. has sole voting power
and sole power to direct the disposition of all shares.
(c) effective May 28, 1999, Data Probe, Inc. sold an aggregate of 100,000 of
its common shares to two individuals, in a privately negotiated
transaction, and received cash consideration of $0.75 per share.
(d) not applicable.
(e) not applicable.
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issurer:
Not applicable.
7. Materials to be Filed as Exhibits
Not applicable.
<PAGE>
CUSIP NO. 58514510 SCHEDULE 13D PAGE 4 OF 3
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated as of Signature By: /s/ YITZHAK N. BACHANA
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Dated on: June 10, 1999 Yitzhak N. Bachana, President
