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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
BANYAN SYSTEMS INCORPORATED
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
06698104
(CUSIP Number)
January 8, 1999
(Date of Event Which Requires Filing of this Statement)
Robert A. Eshelman, Esq.
General Counsel, Finance & Administration
Microsoft Corporation
One Microsoft Way
Redmond, Washington 98052-6399
(425) 882-8080
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 ("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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CUSIP NO. 06698104
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NAME OF REPORTING PERSON
1
Microsoft Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
91-1144442
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
State of Washington
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SOLE VOTING POWER
5
NUMBER OF 1,750,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 1,750,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,750,000 (Microsoft holds an immediately exercisable warrant to purchase
1,750,000 common shares, at an exercise price of $10.00 per share,
pursuant to which Microsoft may not dispose of the common shares for a
three-year period starting January 8, 1999.)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
10
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
8.64%
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TYPE OF REPORTING PERSON
12
CO
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2
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Item 1(a) Name of Issuer:
Banyan Systems Incorporated
Item 1(b) Address of Issuer's Principal Executive Offices:
120 Flanders Road
Westboro, MA 01581-5013
Item 2(a) Name of Person Filing:
Microsoft Corporation
Item 2(b) Address of Principal Business Office:
One Microsoft Way
Redmond, Washington 98052-6399
Item 2(c) Citizenship: State of Washington
Item 2(d) Title of Class of Securities: Common Stock
Item 2(e) CUSIP Number: 06698104
Item 3 Not Applicable
Item 4 Ownership
(a) Amount Beneficially Owned:
1,750,000 (Microsoft holds an immediately exercisable warrant to purchase
1,750,000 common shares, at an exercise price of $10.00 per share, pursuant to
which Microsoft may not dispose of the common shares for a three-year period
starting January 8, 1999.)
(b) Percent of Class: 8.64%
(c) Number of shares as to which such person has:
i) sole power to vote or to direct the vote
1,750,000
ii) shared power to vote or to direct the vote
-0-
iii) sole power to dispose or to direct the disposition of
1,750,000
iv) shared power to dispose or to direct the disposition of
-0-
Item 5 Ownership of 5% or Less of a Class: Not Applicable.
Item 6 Ownership of More than 5% on Behalf of Another Person: Not Applicable.
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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 the Group:
Not Applicable.
Item 10 Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
[Remainder of page intentionally blank]
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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.
January 15, 1999
MICROSOFT CORPORATION
By /s/ Robert A. Eshelman
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Robert A. Eshelman
General Counsel, Finance & Administration
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