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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
QUARTERDECK CORPORATION
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
001751-74771210
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(CUSIP number)
Anatoly Tikhman
c/o Quarterdeck Corporation
13160 Mindanao Way
Marina del Rey, California 90292
(310) 309-3700
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(Name, address and telephone number of person
authorized to receive notices and communications)
February 25, 1997
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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
13D, 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 the 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 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).
(Page 1 of 4 Pages)
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SCHEDULE 13D
CUSIP No. 001751-74771210 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Anatoly Tikhman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
1,242,214
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,242,214
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,242,214
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.26%
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14 TYPE OF REPORTING PERSON*
IN
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Reference is made to that certain Schedule 13D, dated July 18, 1996
(the "Schedule") filed by Anatoly Tikhman. Items 2 and 5 of the Schedule are
hereby amended in their entirety as follows (unless otherwise indicated, defined
terms have the same meaning as previously set forth in the Schedule):
ITEM 2. IDENTITY AND BACKGROUND
The reporting person is Anatoly Tikhman ("Tikhman"), Senior Vice
President of Quarterdeck. Tikhman's and Quarterdeck's address is
Quarterdeck Corporation, 13160 Mindanao Way, Marina del Rey, California 90292.
Tikhman has not during the past five years been convicted in a criminal
proceeding or been a party to any civil proceeding resulting in his being
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 violations with respect to such laws. Tikhman is a citizen of
the United States.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of March 14, 1997, Tikhman directly beneficially owned 1,242,214
shares of common stock, par value $.001 per share, of Quarterdeck ("Common
Stock"), representing 3.26% of the outstanding shares of Common Stock, as to
which he has sole voting and dispositive power. On the following dates, Tikhman
sold the number of shares of Common Stock at the prices indicated below:
<TABLE>
<CAPTION>
DATE AMOUNT PRICE
---- ------ -----
<S> <C> <C>
2/19/97 24,000 $4.13
2/20/97 27,675 $4.09
2/21/97 5,000 $4.03
2/25/97 1,143,325 $3.75
</TABLE>
The transactions were effected pursuant to a Registration Statement on
Form S-3 of Quarterdeck (File No. 333-10269).
Tikhman may acquire 225,000 additional shares of Common Stock ("Option
Shares") pursuant to options to purchase Common Stock, none of which are
currently vested. Tikhman received these options as part of his employment by
Quarterdeck. If the Option Shares are acquired by Tikhman, he will have sole
voting and dispositive power with respect to those Option Shares.
On February 25, 1997, Tikhman ceased to be the beneficial owner of more
than five percent of the Common Stock. Except as indicated herein, Tikhman has
not effected any transaction involving shares of Common Stock during the past
sixty days.
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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: March 31, 1997 /s/Anatoly Tikhman
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Anatoly Tikhman
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