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SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),
(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
Predictive Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
74036W102
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(CUSIP Number)
October 27, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP NO. 74036W102 13G PAGE 1 OF 3 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ROWLAND W. DAY II
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 5 SOLE VOTING POWER 1,200,000
SHARES -----------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 36,000
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER 1,200,000
REPORTING -----------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER 36,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,236,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4% (BASED ON 22,542,280 SHARES OUTSTANDING AS REPORTED IN POST
EFFECTIVE AMENDMENT NO. 1 TO THE ISSUER'S REGISTRATION STATEMENT ON
FORM S-1, FILED ON OCTOBER 27, 1999).
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12 TYPE OF REPORTING PERSON
IN (INDIVIDUAL)
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ITEM 1(a). NAME OF ISSUER:
Predictive Systems, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Predictive Systems, Inc.
145 Hudson Street
New York, New York 10013.
ITEM 2(a). NAME OF PERSON FILING
Rowland W. Day II
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Rowland W. Day II
Day & Campbell, LLP
3070 Bristol, Suite 450
Costa Mesa, CA 92626
ITEM 2(c). CITIZENSHIP
Mr. Day is a citizen of the United States and a resident of
California
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.001 per share
ITEM 2(e). CUSIP NUMBER:
74036W102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 1,236,000*
(b) Percent of class: 5.4% (based on
22,542,280 shares
outstanding as reported
in Post Effective
Amendment No. 1 to the
Issuer's Registration
Statement on Form S-1,
filed on October 27,
1999)
(c) Number of shares as to
which such person has:
(i) Sole power to vote or to
direct the vote: 1,200,000
(ii) Shared power to vote or
direct the vote: 36,000
(iii) Sole power to dispose or to
direct the disposition of: 1,200,000
(iv) Shared power to dispose or
to direct the disposition of: 36,000
* 600,000 of these shares are held by Mr. Day directly. 36,000
are held by members of Mr. Day's immediate family. Ownership
of the remaining 600,000 shares is the subject of pending
litigation. Mr. Day claims ownership of such shares, although
he does not hold such shares directly as of the date of this
filing.
ITEM 5. OWNERSHIP OF FIVE PERCENT OF LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
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. CERTIFICATIONS.
(a) The following certification shall be included if the
statement is filed pursuant to Rule 13d-1(c):
"By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose 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.
December 14, 1999
/s/ Rowland W. Day II
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Rowland W. Day II
