SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Xpedite Systems, Inc.
---------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
893929100
----------
(CUSIP Number)
Robert S. Vaters
c/o Xpedite Systems, Inc.
446 Highway 35, Eatontown, New Jersey 07724
Telephone (908) 389-3900
--------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 5, 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 [ ].
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)
(Page 1 of 8 Pages)
*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 the "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).
<PAGE>
SCHEDULE 13D
CUSIP No. 893929100 Page 2 of 8
Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Robert S. Vaters
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 15,000
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 15,000
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
(a) 15,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(a) [X]
Excludes shares beneficially owned by the other individuals
joining in the filing of this Schedule 13D as to which beneficial
ownership is disclaimed.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 0.2%
14. TYPE OF REPORTING PERSON
(a) IN
<PAGE>
SCHEDULE 13D
CUSIP No. 893929100 Page 3 of 8
Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Roy B. Andersen, Jr.
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 285,112
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 285,112
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
(a) 285,112
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(a) [X]
Excludes shares beneficially owned by the other individuals
joining in the filing of this Schedule 13D as to which beneficial
ownership is disclaimed.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 3.1%
14. TYPE OF REPORTING PERSON
(a) IN
<PAGE>
SCHEDULE 13D
CUSIP No. 893929100 Page 4 of 8
Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) George Abi Zeid
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 223,150
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 223,150
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
(a) 223,150
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(a) [X]
Excludes shares beneficially owned by the other individuals
joining in the filing of this Schedule 13D as to which beneficial
ownership is disclaimed.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 2.4%
14. TYPE OF REPORTING PERSON
(a) IN
<PAGE>
SCHEDULE 13D
CUSIP No. 893929100 Page 5 of 8
Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Max A. Slifer
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 160,943
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 160,943
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
(a) 160,943
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(a) [X]
Excludes shares beneficially owned by the other individuals
joining in the filing of this Schedule 13D as to which beneficial
ownership is disclaimed.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 1.7%
14. TYPE OF REPORTING PERSON
(a) IN
<PAGE>
SCHEDULE 13D
CUSIP No. 893929100 Page 6 of 8
Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Dennis Schmaltz
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 160,092
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 160,092
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
(a) 160,092
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(a) [X]
Excludes shares beneficially owned by the other individuals
joining in the filing of this Schedule 13D as to which beneficial
ownership is disclaimed.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 1.7%
14. TYPE OF REPORTING PERSON
(a) IN
<PAGE>
AMENDMENT NO. 1 TO
SCHEDULE 13D
This Amendment No. 1 amends and supplements the statement on Schedule
13D dated February 11, 1997 filed by Roy B. Andersen, Jr., Robert S. Vaters,
Dennis Schmaltz, Max A. Slifer and George Abi Zeid (collectively, the
"Reporting Persons") relating to the common stock, par value $.01 per share
(the "Common Stock"), of Xpedite Systems, Inc., a Delaware corporation
("Xpedite" or the "Company"). Capitalized terms used herein without
definition have the meanings assigned to such terms in the initial filing.
Item 4 is supplemented as follows:
ITEM 4. PURPOSE OF TRANSACTION
The offer made by the Reporting Persons, UBS Partners and Fenway
(the "Group") to the Special Committee of the Board of Directors of the
Company on February 7, 1997, as reported in the Reporting Persons' Schedule
13D, dated February 11, 1997, expired in accordance with its terms on March 7,
1997. Notwithstanding the expiration of such offer, the Group continues to
have a significant interest in acquiring the Company and has informed the
Special Committee that it expects to make a new offer to acquire the Company at
an appropriate time; it has not done so yet in order to facilitate the review
by the Special Committee and its advisors of the Company's strategic
alternatives. There can be no assurance that any such offer would be on
terms and conditions identical to the February 7, 1997 proposal and neither
the Reporting Persons, nor UBS Partners or Fenway have yet made any new offer
to acquire the Company or expressed any specific plans or proposals that
would relate to or result in any of the actions specified in clauses (a)
through (j) in Item 4 of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint filing agreement of the Reporting Persons dated
February 11, 1997.*
2. Power of Attorney (included in Exhibit 1).*
_____________________________
* Filed previously.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set forth
in this statement is true, complete and correct.
Dated: April 24, 1997
/s/ Roy B. Andersen, Jr.
Roy B. Andersen, Jr.
/s/ Robert S. Vaters
Robert S. Vaters
/s/ Robert S. Vaters
Dennis Schmaltz*
/s/ Robert S. Vaters
Max A. Slifer*
/s/ Robert S. Vaters
George Abi Zeid*
*By: Robert S. Vaters
As Attorney-in-Fact
