<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
STM WIRELESS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
784776106
(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).
<PAGE>
SCHEDULE 13G
- ----------------------- ---------------------
CUSIP NO. 784776106 PAGE 2 OF 4 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Emil Youssefzadeh
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (SEE INSTRUCTIONS) (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 1,333,422
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 840,402
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,333,422
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (See Instructions)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
18.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
IN
- ------------------------------------------------------------------------------
<PAGE>
Item 1.
(a) Name of Issuer: STM Wireless, Inc.
--------------
(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
One Mauchly, Irvine, CA 92718
Item 2.
(a) Name of Person Filing: Emil Youssefzadeh
---------------------
(b) Address of Principal Business Office:
------------------------------------
One Mauchly, Irvine, CA 92718
(c) Citizenship: United States of America
-----------
(d) Title of Class of Securities: Common Stock
----------------------------
(e) CUSIP Number: 784776106
-----------------------
Item 3.
If this statement is filed pursuant Rule 13d-1(b), or 13d-2(b), 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) [ ] Investment Advisor registered under Section 203 of the Investment
Advisors 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 Rule 13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
(Note, See Item 7);
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. Ownership.
If the percent of the class owned, as of December 31, 1998, or as of the last
day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and identify those
shares which there is a right to acquire.
(a) Amount beneficially owned: 1,333,422 shares of Common Stock
(b) Percent of Class: 18.9%
(c) Number of shares as to such person has:
(i) sole power to vote or to direct to vote 1,333,422;
(ii) shared power to vote or to direct to vote 0;
(iii) sole power to dispose or to direct the disposition of 840,402;
(iv) shared power to dispose or to direct the disposition of 0.
<PAGE>
Item 5. Ownership of 5% or Less of Class.
If this statement is being filed to report the fact that as of the date
hereof the reported person has ceased to be the beneficial owner of more than 5%
of the class of securities, check the following: [ ]
Item 6. Ownership of More Than 5% 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. Certification.
Not applicable.
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 10, 1999 By: /s/ Emil Youssefzadeh
----------------------------
Emil Youssefzadeh
