<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
XIOX CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
983905100
- --------------------------------------------------------------------------------
(CUSIP Number)
Philip Vermeulen
Flanders Language Valley G.C.V.
Industrielaan 31
B-8900 Ieper
Belgium
011 32 2 223 0323
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 1997
- --------------------------------------------------------------------------------
(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 or less of such class.)
(See Rule 13d-7.)
(Continued on following pages)
<PAGE>
- --------------------------------------------------------------------------------
CUSIP NO. 983905100 13D Page 2 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FLANDERS LANGUAGE VALLEY G.C.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BELGIUM
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER 574,400
OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 574,400
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.58%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7 Pages
<PAGE>
- --------------------------------------------------------------------------------
CUSIP NO. 983905100 13D Page 3 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FLANDERS LANGUAGE VALLEY MANAGEMENT N.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BELGIUM
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER 574,400
OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 574,400
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.58%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 7 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of securities to which this Statement relates is the common stock
(the "Common Stock") of XIOX Corporation, a Delaware corporation, (the
"Corporation") whose principal executive offices are at 577 Airport Blvd., Suite
700, Burlingame, California 94010.
ITEM 2. IDENTITY AND BACKGROUND
FLANDERS LANGUAGE VALLEY G.C.V.
Flanders Language Valley G.C.V. ("FLV"), a corporation organized under
Belgium law, is in the business of making venture capital investments. Its
business address and the address of its principal office is at Industrielaan 31,
B-8900 Ieper, Belgium.
FLV has not, during the last five years, been convicted in any criminal
proceeding, excluding traffic violations or similar misdemeanors, nor been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Flanders Language Valley Management N.V. ("FLVM"), a corporation organized
under Belgium law, serves and functions as the sole director and officer of FLV.
FLANDERS LANGUAGE VALLEY MANAGEMENT N.V.
FLVM's sole business activity involves the management of FLV's venture
capital investments. Its business address and the address of its principal
office is at Industrielaan 31, B-8900 Ieper, Belgium.
FLVM has not, during the last five years, been convicted in any criminal
proceeding, excluding traffic violations or similar misdemeanors, nor been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Mr. Jean Van Marcke is the Chairman of FLVM. He has served as a director
of FLVM since December 22, 1995.
Mr. Philip Vermeulen is the Managing Director of FLVM. He has served as a
director of FLVM since December 22, 1995.
Mr. Fernand Cloet is a Director of FLVM. He has served as a director of
FLVM since December 22, 1995.
Mr. William Hardemen is a Director of FLVM. He has served as a director of
FLVM since December 22, 1995.
Mr. Wilfried Vandepoel is a Director of FLVM. He has served as a director
of FLVM since February 16, 1996.
Mr. Johan Vannieuwenhuyze is a Director of FLVM. He has served as a
director of FLVM since February 16, 1996.
Page 4 of 7 Pages
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(All dollar amounts refer to U.S. currency)
FLV will use $2,872,000 of its own funds from working capital to purchase
the securities set forth in Item 5 of this Statement.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the Corporation's securities was made for investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) FLV beneficially owns 574,400 shares of Common Stock. This represents
19.58% of the outstanding Common Stock of the Corporation (calculated
pursuant to Rule 13d-3(d)(1)). The other filing persons also
beneficially own theses share, via their control of FLV's voting and
investment decisions.
(b) FLV has sole power to vote and dispose of 574,400 shares of Common
Stock.
(c) On July 7, 1997, FLV purchased 40,000 shares of Common Stock for
$200,000. On September 24, 1997, FLV purchased an additional 534,400
shares of Common Stock for $2,672,000, subject to future adjustment.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Corporation and FLV are parties to a June 30, 1997 agreement (the
"Agreement") providing for the purchase by FLV of an aggregate of 574,400
shares of the Corporation's Common Stock for an aggregate purchase price of
$2,872,000, subject to future adjustments. Pursuant to the Agreement on
July 7, 1997, the Corporation sold 40,000 shares of its Common Stock to
FLV, and on September 24, 1997, the Corporation sold 534,400 shares of its
Common Stock to FLV for an aggregate purchase price of $200,000 and
$2,672,000, respectively. On September 29, 1997 Xiox Flanders N.V. was
incorporated in Belgium pursuant to the Agreement to be owned 94.9% by the
Corporation and 5.1% by FLV.
The Corporation has agreed to appoint a designee of FLV to the Board
of Directors and in subsequent elections has agreed to cause a designee of
FLV to be nominated to the Board. The right of designation will terminate
at such time as FLV no longer owns at least 10% of the outstanding shares
of the Corporation, or five years after June 30, 1997, whichever occurs
first. The Corporation has also granted FLV certain registration rights.
Page 5 of 7 Pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Agreement of Joint Filing.
(b) The Common Stock Purchase Agreement and the Investors Right Agreement,
both dated June 30, 1997 are hereby incorporated in this filing by
reference to those documents in the Corporation's Current Report on
Form 8-K, as filed with the Securities and Exchange Commission on July
22, 1997.
Page 6 of 7 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
each certify that the information set forth in this statement is true, complete
and correct.
October 31, 1997 FLANDERS LANGUAGE VALLEY, G.C.V.
By: FLANDERS LANGUAGE VALLEY MANAGEMENT, N.V.
By: /s/ Philip Vermeulen
--------------------------------------
Title: Managing Director
-----------------------------------
By: /s/ Johan Vannieuwenhuyze
--------------------------------------
Title: Director
-----------------------------------
October 31, 1997 FLANDERS LANGUAGE VALLEY MANAGEMENT, N.V.
By: /s/ Philip Vermeulen
--------------------------------------
Title: Managing Director
-----------------------------------
By: /s/ Johan Vannieuwenhuyze
--------------------------------------
Title: Director
-----------------------------------
ATTENTION: Intentional misstatements or omissions of fact constitute Federal
criminal violations (SEE 18 U.S.C. 1001).
Page 7 of 7 Pages
<PAGE>
EXHIBIT INDEX
7.(a) Agreement of Joint Filing.
<PAGE>
EXHIBIT 7.(a)
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly pursuant to Rule
13d-1(f)(1) of the Securities Exchange Act of 1934, as amended, the Statement
dated September 24, 1997 containing the information required by Schedule 13D,
for the shares of Common Stock of Xiox Corporation, held by Flanders Language
Valley G.C.V. and Flanders Language Valley Management N.V.
October 31, 1997 FLANDERS LANGUAGE VALLEY G.C.V.
By: FLANDERS LANGUAGE VALLEY
MANAGEMENT N.V.
By: /s/ Philip Vermeulen
-------------------------------------
Title: Managing Director
----------------------------------
By: /s/ Johan Vannieuwenhuyze
-------------------------------------
Title: Director
----------------------------------
October 31, 1997 FLANDERS LANGUAGE VALLEY
MANAGEMENT N.V.
By: /s/ Philip Vermeulen
-------------------------------------
Title: Managing Director
----------------------------------
By: /s/ Johan Vannieuwenhuyze
-------------------------------------
Title: Director
----------------------------------
