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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
AMATI COMMUNICATIONS CORPORATION (FORMERLY ICOT CORPORATION)
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(Name of Issuer)
COMMON STOCK, $0.20 PAR VALUE
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(Title of class of securities)
023115 10 8
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CUSIP Number
Amati Communications Corporation
3801 Zanker Road
San Jose, California 95150
Attn: President and Chief Executive Officer
(408) 433-3300
with a copy to:
Sarah A. O'Dowd, Esq.
Heller Ehrman White & McAuliffe
525 University Avenue
Palo Alto, California 94301
(415) 324-7000
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(Name, address and telephone number
of person authorized to receive
notices and communications)
NOVEMBER 28, 1995
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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 statement, and is filing this statement 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: [X]
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CUSIP No. 023115 10 8
1) Name of Reporting Person: John M. Cioffi
S.S. or I.R.S. Identification No. of above Person:
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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) Source of Funds (See Instructions): OO
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5) [ ] Check 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: U.S.A.
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Number ------------------------------------------------------------
of 7) Sole Voting Power: 1,636,110
Shares ------------------------------------------------------------
Beneficially 8) Shared Voting Power: 0
Owned ------------------------------------------------------------
by 9) Sole Dispositive Power: 1,636,110
Each ------------------------------------------------------------
Reporting 10) Shared Dispositive Power: 0
Person ------------------------------------------------------------
With
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11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,636,110
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12) [ ] Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13) Percent of Class Represented by Amount in Row (11): 9.4%
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14) Type of Reporting Person (See Instructions): IN
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Item 1. SECURITY AND ISSUER.
Common stock, $0.20 par value (the "Common Stock"), of Amati
Communications Corporation (formerly ICOT Corporation), a Delaware
corporation (the "Issuer"). The Issuer's principal executive offices
are located at 3801 Zanker Road, San Jose, California 95150.
Item 2. IDENTITY AND BACKGROUND.
(a) John M. Cioffi
(b) Department of Electrical Engineering
Stanford University
Stanford, California 94305
(c) Dr. Cioffi is a Professor of Electrical Engineering at Stanford
University. See 2(b) for his principal business address. He is
also a director, Vice President, Engineering and Chief Technical
Officer, of the Issuer, whose address is 3801 Zanker Road, San
Jose, California 95150.
(d) Inapplicable.
(e) Inapplicable.
(f) United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Effective November 28, 1995, Amati Communications Corporation, a
California corporation ("Old Amati"), was merged (the "Merger") with
and into a wholly-owned subsidiary of Issuer, IA Acquisition
Corporation, a California Corporation ("IAAC") pursuant to the Amended
and Restated Agreement and Plan of Reorganization and Merger dated as
of August 3, 1995, as amended (the "Agreement"). The undersigned was
a shareholder of Old Amati and received 934,920 shares of Common Stock
of Issuer in connection with the Merger. In addition, the
undersigned's Old Amati Options became exercisable for 701,190 shares
of Common Stock of Issuer in connection with the Merger. The
undersigned hereby refers to and incorporates herein by reference the
more detailed information regarding the Merger included in Issuer's
Registration Statement on Form S-4 (No. 33-62023) filed August 23,
1995, as amended.
Item 4. PURPOSE OF TRANSACTIONS.
The undersigned was issued 934,920 shares of Common Stock of Issuer as
a result of the Merger described in Item 3 above.
(a) None.
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(b) The Merger was effective November 28, 1995. See Item 3 above.
(c) None.
(d) In connection with the Merger, the Issuer's Board increased the
authorized number of directors from four (4) to five (5), and Dr.
Cioffi was elected to the Board of Directors to fill one of the
newly created vacancies. Dr. Cioffi, together with all other
directors of Issuer, will serve until the next annual meeting of
stockholders of Issuer, which is expected to be held in early
1996, and until his successor has been elected and qualified.
(e) As a result of the Merger, approximately 4,654,567 shares of
Common Stock of Issuer were issued to the former shareholders of
Old Amati and approximately 2,134,357 shares were reserved for
issuance to holders of options and warrants of Old Amati.
(f) As a result of the Merger, the Issuer will conduct the business
of Old Amati, the details of which are described more fully in
the Registration Statement on Form S-4 (No. 33-62033) filed on
August 23, 1995, as amended.
(g) In connection with the approval of the Merger, the stockholders
of Issuer approved an amendment to Issuer's Certificate of
Incorporation to increase the authorized number of shares of
Common Stock from 20,000,000 to 45,000,000 shares of Common
Stock. To the best of the undersigned's knowledge, such
amendment was not effected to impede the acquisition of control
of Issuer by any person.
(h) None.
(i) None.
(j) Inapplicable.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the Merger, Issuer issued approximately 4,654,567
shares of Common Stock to the former shareholders of Old Amati, so
that as of the date of this Schedule there are issued and outstanding
approximately 16,719,169 shares of Common Stock of Issuer.
(a) The undersigned was issued 934,920 shares of Common Stock in the
Merger. In addition, the
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undersigned has options, which, as a result of the Merger, are
exercisable for 701,190 shares of Common Stock. Based on the
17,420,359 shares of Common Stock deemed to be outstanding pursuant to
Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the
16,719,169 shares outstanding after the Merger plus the 701,190 shares
issuable upon exercise of the undersigned's options), the shares of
Common Stock beneficially owned by the undersigned constitute
approximately 9.4% of the outstanding shares of Common Stock of
Issuer.
(b) The undersigned has sole voting power over all shares of Common
Stock owned beneficially by the undersigned.
(c) The only transaction in the Common Stock of Issuer affected by
the undersigned during the past 60 days was the issuance of
shares to the undersigned as a result of the Merger.
(d) Together with 22.56% of the shares issuable to all former
shareholders of Old Amati, 22.56% of the shares of Common Stock
issued to the undersigned (210,904 shares) will be held in an
escrow for a period of one year following the Merger. Shares
held in escrow will be available to indemnify Issuer against
damages arising from breaches of the representations, warranties
and covenants of Old Amati contained in the Agreement. Such
indemnification will only cover damages in excess of $90,000 in
the aggregate and will be the exclusive remedy for any such
breach.
(e) Inapplicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Please see the response to Item 5(d) above with respect to the escrow
as to which 210,904 shares of Common Stock owned by the undersigned
are subject.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The undersigned hereby incorporates by reference the Amended and
Restated Agreement and Plan of Reorganization and Merger among Issuer,
IAAC, and Old Amati dated August 13, 1995 and the related Agreement of
Merger, which are attached as Appendix A and Appendix B, respectively,
to the Prospectus/Proxy Statement included in the Registration
Statement on Form S-4 (No. 33-62023) of Issuer field August 23, 1995,
as amended.
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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: December 8, 1995 /s/ John M. Cioffi
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John M. Cioffi
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