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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
XOX CORPORATION
(Name of Issuer)
COMMON STOCK, $.025 PAR VALUE PER SHARE
(Title of Class of Securities)
98412Y 10 1
(CUSIP Number)
Neil I. Sell, Esq.
Steven B. Liefschultz Maslon Edelman Borman & Brand, LLP
7630 West 78th Street 3300 Norwest Center
Bloomington, Minnesota 55439 Minneapolis, Minnesota 55402
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copy to:
Neil I. Sell, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Norwest Center
Minneapolis, Minnesota 55402
AUGUST 11, 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 13-1(b)(3) or (4), check the following box / /.
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.
(Continued on following pages)
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SCHEDULE 13D
CUSIP NO. 98412Y 10 1 PAGE 2 OF 6 PAGES
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEVEN B. LIEFSCHULTZ
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 178,000
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH: 0
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9 SOLE DISPOSITIVE POWER
178,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
178,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D dated September 19, 1997 (the "Schedule
13D") relates to the Common Stock, $.025 par value per share (the "Common
Stock"), of XOX Corporation, a Delaware corporation (the "Issuer"). The
address of the principal executive office of the Issuer is 1450 Energy Park
Drive, Suite 120, St. Paul, MN 55108.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed by Steven B. Liefschultz (the "Filing
Person"), an individual residing in the State of Minnesota. The Filing Person
is making this filing because he is the beneficial owner, pursuant to Rule
13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), of more
than five percent (5%) of the outstanding shares of Common Stock of the Issuer.
(b) The principal office of Mr. Liefschultz is 7830 West 78th Street,
Bloomington, Minnesota 55439.
(c) Mr. Liefschultz is the Chairman and Chief Executive Officer of The
Remada Company, which is located at the address listed in (b) above.
(d)-(e) During the last five years, the Filing Person has not been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) nor has the Filing Person been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such individual was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting, or mandating activity subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the purchases identified in response to
Item 5(c) was $412,109.46. All such purchases were paid for with personal
funds. All securities identified in response to Item 5(c) were acquired by open
market purchases.
ITEM 4. PURPOSE OF TRANSACTION.
The Filing Person purchased the Securities reported herein as an
investment. Although the Filing Person has a present intention to purchase
additional securities from time to time, depending upon market conditions and
his evaluation of the Issuer's business and prospects, he may alternatively
determine to decrease or dispose of his investment in securities of the Issuer,
whether now owned or hereafter acquired, in privately negotiated or open market
transactions, on such terms and at such times as the Filing Person considers
desirable. In making any such determination, the
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Filing Person will take into consideration other available business
opportunities, general economic conditions, monetary and stock market
conditions, and future developments affecting the Issuer.
The Filing Person has not formed any specific intentions regarding:
(i) Any extraordinary corporate transaction such as a merger,
reorganization, or liquidation involving the Issuer or any of its
securities;
(ii) A sale or transfer of material amount of assets of the Issuer
or any of its subsidiaries;
(iii) Any change in the present Board of Directors or management of
the Issuer (including plans or proposals to change the number or term of
Directors or to fill any existing vacancies on the Board;
(iv) Any material change in the present capitalization or dividend
policy of the Issuer;
(v) Any other material change in the Issuer's business or
corporate structure;
(vi) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other acts which may impede the acquisition of
control of the Issuer by any person;
(vii) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in the NASDAQ market;
(viii) A class of the equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Exchange Act; or
(ix) Any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns 120,000 shares of the
outstanding Common Stock of the Issuer, as well as 29,000 Units, each Unit
consisting of one share of Common Stock and one warrant to purchase one share
of Common Stock. Because such warrants are currently exercisable, the
Reporting Person is deemed to own the shares of Common Stock underlying such
warrants. Thus, for purposes of this Schedule 13D, the Reporting Person is
deemed to beneficially own 178,000 shares of the Issuer's Common Stock,
representing approximately 6.0% of the Common Stock (based upon 2,952,931
shares outstanding on August 12, 1997).
(b) The Reporting Person has sole voting and dispositive power with
respect to a total of 178,000 shares.
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(c) Listed below are all transactions effected in the Issuer's Common
Stock by the Reporting Person:
<TABLE>
<CAPTION>
Nature of Number of Number Price per Total Pur-
Trade Date Transaction Units of Shares Share or Unit chase Price
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<S> <C> <C> <C> <C> <C>
9/16/96 Buy 10,000 -- $7.00/unit $ 70,000.00
2/10/97 Buy 4,000 -- 5.11/unit 20,443.50
2/11/97 Buy 700 -- 5.02/unit 3,510.50
2/12/97 Buy 1,300 -- 5.13/unit 6,672.50
2/14/97 Buy 2,000 -- 5.12/unit 10,243.50
2/14/97 Buy 1,000 -- 5.27/unit 5,268.50
2/27/97 Buy 900 -- 5.01/unit 4,512.50
2/28/97 Buy 700 -- 5.40/unit 3,783.50
3/11/97 Buy 1,400 -- 5.14/unit 7,199.50
3/24/97 Buy -- 1,500 3.61/share 5,418.46
5/15/97 Buy -- 3,100 2.48/share 7,692.00
5/21/97 Buy -- 70,400 1.81/share 127,604.00
6/23/97 Buy -- 300 1.87/share 562.00
7/11/97 Buy -- 1,700 1.95/share 3,319.00
8/11/97 Buy -- 33,600 2.58/share 86,692.00
8/12/97 Buy 1,200 -- 3.11/unit 3,736.00
8/15/97 Buy 2,800 -- 3.09/unit 8,656.00
9/09/97 Buy -- 2,000 3.09/share 6,184.00
9/09/97 Buy -- 600 2.86/share 1,714.00
9/11/97 Buy -- 5,000 2.95/share 14,754.00
9/11/97 Buy 1,000 -- 3.10/unit 3,104.00
9/11/97 Buy 2,000 -- 2.96/unit 5,924.00
9/12/97 Buy -- 1,800 2.84/share 5,116.00
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships between
the Filing Person and any other person with respect to any securities of the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 19, 1997
By /s/ Steven B. Liefschultz
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Steven B. Liefschultz
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