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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. 8)*
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Communication Intelligence Corporation
(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 22, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
/_/.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
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*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).
(Continued on following pages)
(Page 1 of 5 Pages)
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SCHEDULE 13D
<TABLE>
<CAPTION>
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CUSIP No. 0-19301 Page 2 of 5 Pages
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<S> <C>
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1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
(A) PHILIP S. SASSOWER ("MR. SASSOWER")
(B) CIC STANDBY VENTURES, L.P. (IRS ID NO.: 76-0455991) ("STANDBY VENTURES")
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) /X/
(b) /_/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions) 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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7. SOLE VOTING POWER See Item 5
NUMBER OF
SHARES
BENEFICIALLY --------- --------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER See Item 5
EACH
REPORTING
PERSON WITH
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9. SOLE DISPOSITIVE POWER See Item 5
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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 (See Instructions) /_/
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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 (See Instructions) (a) Mr. Sassower - IN
(b) Standby Ventures - PN
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</TABLE>
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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 8 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
All transactions reported herein are either (i) pro rata distributions
by Standby Ventures (no consideration), (ii) gifts (no consideration) or
(iii) open market sales.
ITEM 4. PURPOSE OF TRANSACTION
On January 11, 2000, Standby Ventures distributed 400,193 shares of
Common Stock to its partners on a pro rata basis. In relation to their
partnership interests in Standby Ventures, an aggregate 107,507 of these shares
were distributed to Mr. Sassower, his wife and various trusts of which Mr.
Sassower is either sole trustee or co-trustee with his wife. (See table of
transactions in Item 5 and footnotes thereto.)
On January 20, 2000, the Philip S. Sassower 1996 Charitable Remainder
Annuity Trust (the "1996 CRAT") exercised 300,000 warrants to purchase shares of
Common Stock, at $1.09 per share, by means of a cashless exercise provision of
the warrants. As a result of such exercise, the 1996 CRAT received 255,186
shares of Common Stock. Mr. Sassower and his wife are co-trustees of the 1996
CRAT.
On January 20, 2000, Mr. Sassower gifted an aggregate of 4,000 shares
to the Sutton Place Synagogue and the Birch Wathen Lennox School.
On February 22, 2000, Mr. Sassower and various trusts sold an
aggregate 1,320,410 shares of Common Stock in the open market. (See table of
transactions in Item 5 and footnotes thereto.)
On March 1, 2000, Standby Ventures distributed 8,589,999 shares of
Common Stock to its partners on a pro rata basis in connection with its
anticipated dissolution, and on March 2, 2000 sold its remaining 9,808 shares of
Common Stock which it held in the open market, and intends use the proceeds of
such sale to pay its debts and expenses prior to liquidation. As of
March 9, 2000, Standby Ventures does not own any shares of Common Stock.
On March 1, 2000, Mr. Sassower's wife and various trusts, sold an
aggregate 1,667,109 shares of Common Stock in the open market. (See table of
transactions in Item 5 and footnotes thereto.)
On March 8, 2000, Mr. Sassower sold an aggregate 711,925 shares of
Common Stock in the open market.
Mr. Sassower disclaims beneficial ownership of all securities held
by the 1996 CRAT and the other trusts referred to in this Item 4, and this
report should not be deemed an admission that Mr. Sassower is the beneficial
owner of such shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following represents the beneficial ownership of each Reporting
Person:
<TABLE>
<CAPTION>
Name No. of shares No. of shares Aggregate No. of shares Percentage
---- beneficially owned beneficially owned beneficially owned of shares
with sole voting with shared voting ------------------ beneficially owned(3)
and dispositive power and dispositive power ------------------
--------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Philip S. Sassower 2,365,791(1) 1,433,701(2) 3,799,492(1)(2) 4.6%
Standby Ventures 0 -- 0 0%
</TABLE>
(1) Represents 1,500,000 shares of Common Stock held by Mr. Sassower,
7,918 shares of Common Stock held by the Trust F-B-O Susan Sassower
u-w-o Wally Ochs Oppenheimer (the "Sassower-Oppenheimer Trust") (of
which Mr. Sassower is sole trustee) and 857,873 shares of Common
Stock issuable upon the exercise of options held by Mr. Sassower
which may be exercised within 60 days of March 9, 2000. Mr.
Sassower disclaims beneficial ownership of all securities held by
the Sassower-Oppenheimer Trust, and this report should not be deemed
an admission that Mr. Sassower is the beneficial owner of such
securities.
(2) Represents 1,433,701 shares of Common Stock held by the 1996 CRAT.
Mr. Sassower and Susan O. Sassower, his wife, are co-trustees of the
1996 CRAT. 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 been a party to any civil action in the past
five years, and is a U.S. citizen. Mr. Sassower may be deemed to
beneficially own the shares held by the 1996 CRAT. Mr. Sassower
disclaims beneficial ownership of all securities held by the 1996
CRAT, and this report should not be deemed an admission that Mr.
Sassower is the beneficial owner of such securities.
As Mr. Sassower and Standby Ventures own less than 5% of the
outstanding shares of Common Stock as of March 9, 2000, they will
file no further statements on Schedule 13d with respect to these
securities unless additional purchases of Shares of Common Stock
are made and such purchases result in either or both of the
Reporting Persons holding 5% or more of the outstanding shares of
Common Stock.
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CUSIP No. 0-19301 Page 4 of 5 Pages
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The following transactions were effected during the past sixty days:
<TABLE>
<CAPTION>
Date Transaction No. of Shares Price per Share
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<S> <C> <C> <C>
1/11/00 Pro rata distribution to all partners by Standby
Ventures 400,193 $ 0.00
1/11/00 Pro rata distribution from Standby Ventures to Mr.
Sassower & various entities(1) 103,918 $ 0.00
1/20/00 Exercise of warrants by the 1996 CRAT 255,186 $ 1.09
1/20/00 Gifts by Mr. Sassower 4,000 $ 0.00
2/22/00 Open market sales by Mr. Sassower & various entities
(2) 420,410 $ 9.3963
2/22/00 Open market sale by Mr. Sassower 900,000 $ 9.347
Pro rata distribution to all partners by Standby
3/1/00 Ventures 8,589,999 $ 0.00
3/1/00 Pro rata distribution from Standby Ventures to Mr.
Sassower & various entities (3) 3,821,227 $ 0.00
3/3/00 Open market sale by the 1999 GRAT and the 1998 GRAT 1,481,775 $ 9.1606
3/3/00 Open market sales by the Sassower-Oppenheimer Trust 127,527 $ 9.1858
3/3/00 Open market sale by Standby Ventures 9,808 $ 9.1858
3/8/00 Open market sale by Mr. Sassower 500,000 $10.0205
3/8/00 Open market sale by Mr. Sassower 211,925 $10.663
</TABLE>
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(1) Represents 4,000 shares of Common Stock that were distributed to Mr.
Sassower, 67,800 shares of Common Stock that were distributed to the Philip
S. Sassower 1999 CIC Grantor Retained Annuity Trust (the "1999 GRAT"), 24,200
shares of Common Stock that were distributed to the Philip S. Sassower CIC
Standby Ventures LP Grantor Retained Annuity Trust (the "1998 GRAT"), and
7,918 shares of Common Stock that were distributed to the Trust FBO Susan
Sassower u-w-o Wally Ochs Oppenheimer (the "Sassower-Oppenheimer Trust"). Mr.
Sassower is a co-trustee, with his wife of the 1999 GRAT and the 1998 GRAT.
Mr. Sassower is the sole trustee of the Sassower-Oppenheimer Trust.
(2) Represents 63,342 shares of Common Stock that were sold by Mr. Sassower,
253,855 shares of Common Stock that were sold by the 1999 GRAT, 24,200 shares
of Common Stock that were sold by the 1998 GRAT, 20,000 shares that were
sold by the Susan O. Sassower Trust (of which Mr. Sassower is a co-trustee
with his wife) and 59,013 shares that were sold by the Sassower-Oppenheimer
Trust.
(3) Represents 2,211,925 shares of Common Stock that were distributed to Mr.
Sassower, 1,092,004 shares of Common Stock that were distributed to the 1999
GRAT, 389,771 shares of Common Stock that were distributed to the 1998 GRAT
and 127,527 shares of Common Stock that were distributed to the
Sassower-Oppenheimer Trust.
Mr. Sassower disclaims beneficial ownership of all securities held by
the 1999 GRAT, the 1998 GRAT, the 1996 CRAT, the Sassower-Oppenheimer Trust
and the Susan O. Sassower Trust, and this report should not be deemed an
admission that Mr. Sassower is the beneficial owner of such securities.
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 our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
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, 2000
