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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
XIOX CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
983905100
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(CUSIP Number)
GREGORY F. WILBUR
1151 BAY LAUREL DRIVE
MENLO PARK, CA 94025
(415) 325-7779
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
SEPTEMBER 20, 1996
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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 this 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).
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 the 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, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section of the Exchange Act but shall be subject to
all other provisions of the Exchange Act.
(Continued of following page(s))
Page 1 of 5 pages
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Page 2 of 5 Pages
CUSIP No. 983905100 13D
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(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above
Persons
Gregory F. Wilbur
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(2) Check The Appropriate Box If A Member Of A Group (a) / /
(b) /X/
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(3) SEC Use Only
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(4) Source Of Funds*
PF, AF
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(5) Check Box 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
U.S.A.
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Number Of Shares (7) Sole Voting Power
Beneficially Owned
By Each Reporting 39,748
Person With ----------------------------------
(8) Shared Voting Power
118,600
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(9) Sole Dispositive Power
39,748
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(10) Shared Dispositive Power
118,600
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(11) Aggregate Amount Beneficially Owned By Each Reporting Person
158,348
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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)
6.7%
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(14) Type Of Reporting Person
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER
Class of Securities: Common Stock
Issuer: XIOX Corporation
Principal Address: 577 Airport Blvd., Suite 700
Burlingame, CA 94010
ITEM 2. IDENTITY AND BACKGROUND
(a) Reporting Person:
Gregory F. Wilbur ("GFW")
(b) Principal Business Address:
1151 Bay Laurel Drive
Menlo Park, CA 94025
(c) Principal Occupation:
(d)-(e) Not Applicable
(f) Citizenship or Place of Organization:
U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The purchase of the shares held by GFW was made from personal funds. The
purchase of the shares held by Bay Area Micro-Cap Fund, L.P. ("BAMC Fund, L.P.")
was made from working capital.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the securities of the Issuer was made for investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
See Schedule 13D Statement cover page, rows (7) through (11) inclusive and
row (13). Based on information contained in Form 10-QSB for the quarter ended
March 31, 1997 filed by the Issuer with the Securities and Exchange Commission,
the Issuer had 2,372,384 shares of Common Stock issued and outstanding on March
31, 1997.
(a)
GFW beneficially owns as an individual 39,748, shares of Common
Stock, or approximately 1.7% of the Common Stock outstanding. GFW
purchased 48,500 shares on September 1, 1996, 1,000 shares on September
20, 1996, 1,000 on October 3, 1996, and 848 shares on February 26, 1997.
On March 25, 1997 GFW disposed of 1,000 shares, on April 11, 1997 GFW
disposed of 8,500 shares, on June 19, 1997 GFW disposed of 1,100 shares
and on June 23, 1997 GFW disposed of 1,000 shares. BAMC Fund, L.P.
beneficially owns 118,600 shares of Common Stock, or 4.99% of the Common
Stock outstanding. GFW is a managing member of the general partnership of
BAMC Fund, L.P.
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Page 4 of 5 Pages
(b)
GFW is a managing member of the general partner of BAMC Fund, L.P.
and as such has the power to direct the vote and/or disposition of
the shares held by BAMC Fund, L.P. GFW has sole power to direct
the vote and/or disposition of the shares held by GFW.
(c)
Transactions effected in the past 60 days by the persons listed in
Item 2 are disclosed in (a) above.
(d)
Not Applicable
(e)
Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER
To the best knowledge of the undersigned, there are no contracts,
understandings, arrangements, or relationships (legal or otherwise) giving
the persons named in Item 2 and between such persons and any other person
with respect to the securities of Issuer, including, but not limited to,
transfer or voting of any of the Issuer's securities, finder's fees, joint
ventures, loan or option agreement, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
ITEM 7. EXHIBITS
Not Applicable
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Page 5 of 5 Pages
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/ Gregory F. Wilbur
--------------------------------
Gregory F. Wilbur
