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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 1 3 G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
STAFF BUILDERS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
852377100
(CUSIP Number)
*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. 852377100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S SQUARED TECHNOLOGY CORP. - 13-3594126
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,502,500 shs.
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 212,000 shs. (See Item 4 of this Schedule)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,502,500 shs. (See Item 4 of this Schedule)
PERSON WITH 8 SHARED DISPOSITIVE POWER
212,000 shs.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,714,500 shs.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3% (See Item 4 of this Schedule)
12 TYPE OF REPORTING PERSON*
IA
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Item 1. Issuer.
(a) The name of the issuer is Staff Builders, Inc., a Delaware
corporation (the "Issuer").
(b) The address of Issuer's principal executive offices is 1981 Marcus
Avenue, Lake Success, New York 11042.
ITEM 2. REPORTING PERSON.
(a) (b) (c) This report is being filed by S Squared Technology Corp., a
Delaware corporation (the "Reporting Person"), which has its principal business
office at 515 Madison Avenue, New York, New York 10022.
(d) (e) The report covers the Issuer's Common Stock, $.01 par value
(the "Common Stock"). The CUSIP number of the Common Stock is 852377100.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"), CHECK
WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15
of the Act
(b) / / Bank as defined in Section 3(a)(6) of the
Act
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act
(d) / / Investment Company registered under
Section 8 of the Investment Company Act
(e) /x/ Investment Adviser registered under
Section 203 of the Investment Advisers act
of 1940
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see
Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with
Section 240.13d-1(b)(1)(ii)(G) (Note: See
Item 7)
(h) / / Group, in accordance with
Section 240.13d-1(b)(1)(ii)(H)
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ITEM 4. OWNERSHIP.
(a) (b) As of December 31, 1997, the Reporting Person may be deemed the
indirect beneficial owner of 2,714,500 shares (the "Shares") of the Issuer's
Common Stock.
The Shares were directly owned by limited partnerships for which the
Reporting Person is the sole general partner, by advisory accounts of the
Reporting Person for which it has dispositive power, and by the principal of the
Reporting Person and members of his family.
As of December 31, 1997, the Issuer had outstanding 24,000,000 shares
of Common Stock. Accordingly, the Shares represented approximately 11.3% of the
outstanding shares of Common Stock. However, certain stockholders are entitled
to 10 votes for each share of Common Stock beneficially owned. Consequently, as
of such date, the Shares represented less than 10% of the votes exercisable by
the holders of the Issuer's Common Stock.
(c) Number of Shares as to which the Reporting Person has:
(i) sole power to vote or to direct the vote - 2,502,500
shares;
(ii) shared power to vote or to direct the vote - 212,000
shares;
(iii) sole power to dispose or to direct the disposition of
2,502,500 shares; and
(iv) shared power to dispose or to direct the disposition
of 212,000 shares.
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 |_| .
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
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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. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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.
Date: February 12, 1998 S SQUARED TECHNOLOGY CORP.
By: /s/ Seymour L. Goldblatt
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Signature
Seymour L. Goldblatt, President
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Name/Title
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