UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
SunRiver Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
867938 10 2
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
Gerald Youngblood, President
SunRiver Corporation
Echelon IV, Suite 200
9430 Research Boulevard
Austin, Texas 78759-6543
(512) 349-5800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 17, 1996
------------------
(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 [X].
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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 867938 10 2
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen G. Maysonave
SSN: 553 68 0075
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only .................................................
4. Source of Funds: O O
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ...............................
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 30,614,084
Shares 8. Shared Voting Power: None
Beneficially 9. Sole Dispositive Power: None
Owned By 10. Shared Dispositive Power: 30,614,084
Each Reporting
Person With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 30,614,084 Shares
12. Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions) ........................[ ]
13. Percent of Class Represented by Amount In Row 11: 58.8%
14. Type of Reporting Person: IN
Page 2 of 6
<PAGE>
The event requiring the filing of this Schedule 13D is the resignation
of Gerald Youngblood as voting trustee for the Remaining Voting Trust Shares,
defined in Item 5 below, and Stephen Maysonave replacing Mr. Youngblood as
voting trustee, which event has resulted in Mr. Maysonave beneficially owning
(through his ability to elect a majority of the board of directors of SunRiver
Group, Inc. ("SunRiver Group")) 30,614,084 shares of the common stock of
SunRiver Corporation and Mr. Youngblood beneficially owning none of such shares.
For additional and background information, reference is made to a
Statement on Schedule 13D, dated December 21, 1994, Amendment No. 1 thereto,
dated December 20, 1995 and Amendment No. 2 thereto, dated the date hereof, each
filed jointly by SunRiver Group and Gerald Youngblood relating to their
beneficial ownership of the common stock of SunRiver Corporation (such
Statement, as amended, is referred to as the "SunRiver Group/Youngblood 13D").
Item 1. Security and Issuer
This statement relates to the common stock, $.01 par value ("Common
Stock"), of SunRiver Corporation (the "Issuer"), whose address is Echelon IV,
Suite 200, 9430 Research Boulevard,
Austin, Texas 78759-6543.
Item 2. Identity and Background
(a) Stephen G. Maysonave.
(b) Mr. Maysonave's business address is c/o Informix Software, Inc.,
1111 Broadway, Suite 2000, Oakland, CA 94607.
(c) Mr. Maysonave's principal occupation is General Manager of
Informix Software, Inc.
(d) Mr. Maysonave, during the last five years, has not been convicted
in a criminal proceeding (except traffic violations or similar misdemeanors).
(e) Mr. Maysonave has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction, and as a result of such proceeding, 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) Mr. Maysonave is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Page 3 of 6
<PAGE>
No funds or other consideration were used or are to be used in Mr.
Maysonave's becoming the beneficial owner of 30,614,084 shares of Common Stock.
See Item 5, below.
Item 4. Purpose of Transaction
The purpose of Mr. Maysonave becoming the voting trustee of the Remaining
Voting Trust Shares was to fill the vacancy created by Mr. Youngblood's
resignation as voting trustee. Reference is made to the SunRiver
Group/Youngblood 13D.
Mr. Maysonave does not have any present plans or proposals which would
relate to or result in any of events or actions described in subparagraphs (a)
through (j) of Item 4. Nothing set forth above should be interpreted to preclude
Maysonave from making any plans or proposals, which would relate or result in
any of the events or actions described in subparagraphs (a) through (j) of this
Item 4.
Item 5. Interest in Securities of the Issuer
(a) By replacing Mr. Youngblood as voting trustee of 3,400,000 shares
(the "Remaining Voting Trust Shares") (52.3%) of the outstanding Series B
Preferred Stock of SunRiver Group (the "Series B Preferred"), Mr. Maysonave is
the beneficial owner of 30,614,084 shares of Common Stock beneficially owned by
SunRiver Group. These shares of Common Stock constitute approximately 58.8% of
the Common Stock outstanding inclusive of the shares underlying SunRiver Group's
warrant to purchase 4,174,704 shares of Common Stock. The Series B Preferred has
the power to elect three of the five directors constituting the whole board of
directors of SunRiver Group.
(b) The directors elected by Mr. Maysonave have the sole power to
direct the vote of 30,614,084 shares of Common Stock and have the shared power
to direct the disposition of such 30,614,084 shares owned by SunRiver Group
because any disposition of all or substantially all of such shares would first
require the approval of the Board of Directors and then a majority of all voting
shares of SunRiver Group under Delaware law.
(c) Mr. Maysonave did not effect any transactions in the Common Stock
during the past 60 days.
(d) No person other than SunRiver Group is known to have the right to
receive or the power to direct the receipt of the dividends from or the proceeds
of sale of the 30,614,084 shares of Common Stock beneficially owned by SunRiver
Group.
(e) Not applicable.
Page 4 of 6
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to securities of the Issuer
Except as described in this Item 6 and in Item 4 and Item 5 above,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) between the person named in Item 2 hereof or and any other person
with respect to any securities of the Issuer, including, but not limited to,
transfer or voting of any of the securities, finders fees, joint ventures, loan
or option arrangements, put or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Jeffrey K.Moore and Matthew R. Moore (the "Moore Brothers") together own a
majority of the Remaining Voting Trust Shares and, therefore, have the power to
replace Mr. Maysonave as voting trustee of the Remaining Voting Trust Shares
under the Amended and Restated Voting Trust Agreement, which permits a majority
of the Remaining Voting Trust Shares to remove the voting trustee at any time
for any reason. Each of the Moore Brothers disclaims beneficial ownership of the
other's shares of Series B Preferred.
SunRiver Group has pledged 5,000,000 shares of Common Stock to NCR
Corporation. SunRiver Group has pledged an additional 21,439,380 shares of
Common Stock to The Chase Manhattan Bank, N.A., for itself and as agent for
other banks, in connection with the Issuer's acquisition of certain assets of
Digital Equipment Corporation. Reference is made to the SunRiver
Group/Youngblood 13D.
Page 5 of 6
<PAGE>
Item 7. Material to be filed as Exhibits
Incorporated Exhibit Exhibit
by Reference Numbers
to*:
Exhibit 4(c)[1] 3(a) Amended and Restated Voting Trust
Agreement relating to SunRiver Group,
Inc. Series B Preferred Stock.
Filed herewith 3(b) Resignation of Gerald Youngblood as
voting trustee of the Remaining
Voting Trust Shares, effective
September 17, 1996.
Filed herewith 3(c) Acceptance of Appointment as voting
trustee of the Remaining Voting Trust
Shares by Stephen G. Maysonave,
effective September 17, 1996.
-----------------
* Number inside brackets indicate documents from which exhibits have been
incorporated by reference.
[1] SunRiver Corporation's Report on Form 8-K dated December 12,
1994.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: September 26, 1996
/s/ Stephen G. Maysonave
---------------------------------
Stephen G. Maysonave
Page 6 of 6
<PAGE>
Exhibit 3(b)
September 16, 1996
To: Mr. Jeffrey Moore
I respectfully wish to extend my resignation as Voting Trustee from
that certain Voting Trust which holds 3,400,000 shares of Series B Preferred
stock of SunRiver Group, Inc. This resignation is by mutual agreement and will
become effective at 9:00 A.M. CDT on September 17, 1996. I will be pleased to
work with your new designee as Voting Trustee to make sure that we effect an
orderly transition.
Sincerely,
/s/ Gerald Youngblood
- ---------------------------
Gerald Youngblood
Voting Trustee
Exhibit 3(c)
ACCEPTANCE OF APPOINTMENT
-------------------------
Stephen G. Maysonave hereby accepts the appointment of him, as
successor Voting Trustee of the Voting Trust under the Voting Trust Agreement
and agrees to perform the responsibilities, duties, and obligations of the
Voting Trustee under the terms of the Voting Trust Agreement as if he were the
Voting Trustee originally named therein.
/s/ Stephen G. Maysonave
------------------------
Stephen G. Maysonave
Effective September 17, 1996
