SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)(1)
MPHASE TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
62472C 10 2
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(CUSIP Number)
Ronald A. Durando
mPhase Technologies, Inc.
587 Connecticut Avenue
Norwalk, CN 06854-0566
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 31, 1999
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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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) 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 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 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. 62472C 10 2 SCHEDULE 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ronald A. Durando
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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 ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
3,383,648, inclusive of options to purchase 1,487,500
shares of Common Stock
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,383,648, inclusive of options to purchase 1,487,500
WITH shares of Common Stock
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,383,648, inclusive of options to purchase 1,487,500 shares of Common
Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13.3%
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13-D ("Statement") is filed with respect
to the Common Stock, no par value per share, of mPhase Technologies, Inc. (the
"Issuer"), whose principal executive offices are located at 587 Connecticut
Avenue, Norwalk, Connecticut 06854-0566. Such class of securities is hereinafter
referred to as "Common Stock."
Item 2. Identity and Background.
This Statement is filed by Ronald A. Durando. Mr. Durando is the
Chief Executive Officer of the Issuer whose business address is as stated in
Item 1 above. Mr. Durando is a United States citizen. During the past five
years, Mr. Durando has not been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person 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.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used by Mr. Durando to acquire the Common Stock
owned thereby was obtained from his personal funds.
Item 4. Purpose of Transaction.
Mr. Durando has acquired the Common Stock for investment and,
depending on prevailing market prices and other factors, may purchase additional
shares of Common Stock or sell some or all of the Common Stock owned thereby
from time to time. Except as set forth above, Mr. Durando has no current plans
or proposals that relate to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer of any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
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<PAGE>
(h) 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 an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Mr. Durando beneficially owns an aggregate of 3,383,648
shares of Common Stock, inclusive of warrants/options to purchase 1,487,500
shares of Common Stock, representing approximately 13.3% of the total
outstanding shares of Common Stock. Mr. Durando has the sole power to vote or
direct the vote and to dispose or direct the disposition of those shares
directly and beneficially owned thereby.
(c) The chart below lists all transactions in Common Stock during to
past 60 days by any of the persons identified in response to paragraph (a) of
this Item 5, all of which transactions were purchases of Common Stock effected
in the open market:
Person
Effecting Date of Number of Price per
Transaction Transaction Shares Share
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Durando August 31, 1999 10,000 $4.84372
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Except as hereinafter described in this Item 6, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between or among any of the persons named in Item 2 of this Statement, or
between or among any of such persons and any other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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<PAGE>
Signature.
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
/s/ Ronald A. Durando
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Ronald A. Durando
September 29, 1999
