<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6 )*
-----
Xyvision, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.03 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
984180-10-9
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert L. Birnbaum, Esq.
Foley, Hoag & Eliot, One Post Office Sq., Boston, MA 02109 (617) 832-1000
- --------------------------------------------------------------------------------
(Name, address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 1, 1997
- --------------------------------------------------------------------------------
(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.)
* 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>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 984180-10-9 PAGE 2 OF 4 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 Tudor Trust
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S. (California)
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
27,348,569 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
27,348,569 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
27,348,569 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
75.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
Trust
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock of Xyvision, Inc., 101 Edgewater
Drive, Wakefield, Massachusetts 01880-1291.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is a trust formed under the laws of
California: Tudor Trust u/t/d August 11, 1986 (the "Trust"), 450 North Roxbury
Drive, Beverly Hills, California 90210. The grantor, sole trustee, and sole
current beneficiary of the Trust is Jeffrey L. Neuman, a private investor with
the same business address. Mr. Neuman is a U.S. citizen. Neither the Trust nor
Mr. Neuman has been convicted in any proceeding of the character identified in
Item 2(d) nor been a party to a civil proceeding of the character described in
Item 2(e).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds for the transaction described herein is funds of the
Trust contributed to it by Mr. Neuman from his personal funds.
ITEM 4. PURPOSE OF TRANSACTION
Tudor Trust has acquired additional warrants for shares of common stock as
consideration for increasing the line of credit extended by it to the issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Trust owns beneficially 27,348,569 shares of the common stock of the
issuer (including 21,782,500 shares purchasable upon exercise of stock purchase
warrants that are currently exercisable and 117,978 shares into which the
Trust's Series B Preferred Stock is convertible), representing 75.6% of the
36,163,670 shares (including 21,782,500 shares purchasable by the Trust upon
exercise of such warrants and 117,978 shares into which the Trust's Series B
Preferred Stock is convertible) of the issuer's common stock that was issued and
outstanding at the close of business on December 1, 1997.
Mr. Neuman as trustee of the Trust has sole voting power with respect to
all shares owned by the Trust.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Trust and Mr. Neuman have no contracts, arrangements, understandings or
relationships (legal or otherwise) between themselves or with other persons,
other than the relationship of Mr. Neuman to the Trust resulting from his being
its grantor, sole trustee, and sole current beneficiary.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
<PAGE>
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.
December 20, 1997
-----------------------------------------
(Date)
TUDOR TRUST
By: /s/ Jeffrey L. Neuman, Trustee
------------------------------------------------
Jeffrey L. Neuman as Trustee of
Tudor Trust u/t/d August 11,
1986 and not individually
