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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
Communication Intelligence Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
0-19301
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(CUSIP Number)
Philip S. Sassower
135 East 57th Street
12th Floor
New York, New York 10022
(212) 759-1909
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Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 3, 1998
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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 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).
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SCHEDULE 13D
CUSIP No. 0-19301 Page 2 of 5 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
(a) Philip S. Sassower (SS No.: ###-##-####) ("Mr. Sassower")
(b) CIC Standby Ventures, L.P. (IRS ID No.: 76-0455991) ("CIC")
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
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(3) SEC Use Only
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(4) Source of Funds See Item 3
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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 (a) United States
(b) Delaware
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Number of Shares (7) Sole Voting
Beneficially Owned Power See Item 5
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power See Item 5
--------------------------------------------------
(9) Sole Dispositive
Power See Item 5
--------------------------------------------------
(10) Shared Dispositive
Power See Item 5
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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(13) Percent of Class Represented by Amount in Row (11)
See Item 5
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(14) Type of Reporting Person (a) Mr. Sassower - IN
(b) CIC - PN
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CUSIP No. 0-19301 Page 3 of 5 Pages
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ITEM 1. SECURITY AND ISSUER
This Amendment number 6 to the Statement on Schedule 13D (the "Statement")
relates to shares of common stock, $.01 par value (the "Common Stock"), of
Communication Intelligence Corporation, a Delaware corporation (the "Company").
The address of the principal executive office of the Company is 275 Shoreline
Drive, Suite 500, Redwood Shores, California 94065-1413.
ITEM 2. IDENTITY AND BACKGROUND
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
CIC Standby Ventures, L.P. ("CIC") distributed 808,935 shares of common
stock to its partners on a pro rata baiss in proportion to their partnership
interests. CIC acquired these shares in January 1997 as the result of a
cashless exercise of warrants.
ITEM 4. PURPOSE OF TRANSACTION
On February 3, 1998, CIC distributed 808,935 shares of common stock to its
partners in order to cover tax liability which the partners will incur as a
result of CIC's cashless exercise of warrants in January 1997. Mr. Sassower is
the general partner of CIC, and received 8,089 shares in the distribution.
Susan O. Sassower, Mr. Sassower's wife, is a limited partner of CIC, and
received 7,258 shares in the distribution. Mr. Sassower disclaims beneficial
ownership of such shares. The Philip S. Sassower 1996 Grantor Retained Annuity
Trust, of which Mr. Sassower is sole trustee, is a limited partner of CIC, and
received 186,055 shares in the distribution.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following represents the beneficial ownership of each Reporting Person:
<TABLE>
<CAPTION>
No. of shares No. of shares
beneficially owned beneficially owned Percentage
with sole voting with shared voting Aggregate No. of shares of shares
Name and dispositive power and dispositive power beneficially owned beneficially owned
------ --------------------- --------------------- ------------------------ ------------------
<S> <C> <C> <C> <C>
Philip S. Sassower 9,820,224(1)(2) 407,827(3)(4) 10,228,051(2)(3) 20.7%(5)
CIC 9,000,000 -- 9,000,000 18.5%
</TABLE>
1. The number of shares held by Mr. Sassower would be substantially different
if the conversion of the Company's Series B 5% cumulative convertible
preferred stock (the "Series B Preferred") is effected at an exercise price
lower than $1.166 in accordance with the formula set forth in the Company's
Certificate of Designations of Series B 5% cumulative convertible preferred
(the "Designation").
2. Mr. Sassower owns 8,089 of these shares directly, 516,080 of these shares
directly after conversion of Series B Preferred at $1.166 per share,
110,000 of these shares directly after the exercise of options which may be
exercised within 60 days of March 9, 1998, 186,055 of these shares
indirectly as sole trustee of the Philip S. Sassower 1996 Grantor Retained
Annuity Trust and 9,000,000 of these shares indirectly as sole general
partner of CIC.
3. This represents 63,000 shares beneficially owned by the Susan O. Sassower
Trust and 344,827 shares issuable upon conversion of 16,000 shares of
Series B Preferred Stock at a conversion price of $1.166. Mr. Sassower and
Susan O. Sassower, his wife, are the sole trustees of the Susan O. Sassower
Trust and of the Philip S. Sassower 1996 Charitable Remainder Annuity Trust
(the "Sassower Trust"). Mrs. Sassower's residence is 720 Park Avenue, New
York, NY 10021. She is a homemaker. She has not been convicted in a
criminal action nor a party to any civil action in the past five years, and
is a U.S. citizen.
4. This number would be substantially different if the conversion of Series B
Preferred is effected at an exercise price lower than $1.166
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CUSIP No. 0-19301 Page 4 of 5 Pages
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in accordance with the formula set forth in the Company's Designation.
5. The percentage of shares beneficially owned by Mr. Sassower is based on the
following assumptions: (i) 48,544,491 shares of common stock issued and
outstanding as of February 25, 1998, plus (ii) 516,080 shares issuable upon
conversion of all of the 24,070 shares of Series B Preferred held of record
by Mr. Sassower at a conversion price of $1.166, plus (iii) 344,827 shares
issuable upon conversion of all of the 16,000 shares of Series B Preferred
held of record by the Sassower Trust at a conversion price of $1.166, plus
110,000 shares issuable upon exercise of options held by Mr. Sassower which
may be exercised within 60 days of March 9, 1998. In the event that the
Series B Preferred are converted at a price lower than $1.166 and/or other
holders of Series B Preferred have converted their shares, the percentages
in this table would be substantially different. If the conversion price is
lower than $1.166, the Company will be obligated to issue more shares than
is reflected in this estimate, and the difference could be material. The
number of shares of Common Stock issuable upon conversion of the Series B
Preferred will increase at an increasing rate as the market price of the
Common Stock decreases. This estimate is not intended to constitute a
prediction as to the future market price of the Common Stock or the number
of shares of Common Stock to be issued upon conversion.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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CUSIP No. 0-19301 Page 5 of 5 Pages
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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.
/s/ Philip S. Sassower
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Philip S. Sassower
CIC Standby Ventures, L.P.
By: /s/ Philip S. Sassower
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Philip S. Sassower
General Partner
Dated: March 9, 1998
