UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Xpedite Systems, Inc.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
893929100
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(CUSIP Number)
Martha J. Flanders, Esq.
Lowenthal, Landau, Fischer & Bring, P.C.
250 Park Avenue
New York, New York 10177
Tel. No. (212) 986-1116
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 19, 1997
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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 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.
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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).
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SCHEDULE 13D
CUSIP No. 893929100
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert A. Epstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
489,734
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
None
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
489,734
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
489,734
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.45%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
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SCHEDULE 13D
CUSIP No. 893929100
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par value $.01
per share (the "Common Stock"), of Expedite Systems, Inc., a Delaware
corporation ("Xpedite" or the "Company"). The principal executive office of
Xpedite is located at 446 Highway 35, Eatontown, New Jersey 07724.
Item 2. Identity and Background.
This statement on Schedule 13D is being filed by Robert A. Epstein (the
"Reporting Person") whose business address is 88 Field Point Road, Greenwich, CT
06836-2408. The Reporting Person is a real estate developer and part-time
practicing attorney. During the last five years, the Reporting Person has not
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) nor during that time has the Reporting Person been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order enjoining the
Reporting Person from future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or any finding of any
violation with respect to such laws. The Reporting Person is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
In further explanation of subclause (a) of Item 4 of the General
Instructions to Schedule 13D, the Reporting Person has sold 40,000 shares of the
Common Stock as set forth below in Item No. 5. In addition, the Reporting Person
has also, as further set forth below in Item No. 5, sold short against the box
231,100 shares of the Common Stock. Should the Reporting Person close out his
short position with shares of Common Stock which are currently beneficially
owned by him, his beneficial ownership of shares of the Common Stock will be
reduced from 489,734 shares as reported herein, or 5.45% of the outstanding
shares of Common Stock, to 258,634 shares, or 2.88% of the outstanding shares of
Common Stock. When and whether the Reporting Person will close out his short
position as aforesaid will depend upon prevailing market conditions and the
Reporting Person's financial position.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Person owns 489,734 shares of the
Common Stock, which represents approximately 5.45% of the Common Stock.
(b) The Reporting Person has sole voting and investment power with respect
to the 489,734 shares of Common Stock referred to herein.
(c) No transactions in the Common Stock were effected during the past sixty
days by the Reporting Person except:
On November 10, 1997, the Reporting Person sold 32,300 shares of Common
Stock at a price of $27.375 per share from the Robert A. Epstein, Smith Barney
Incorporated, IRA Custodian Account (the "IRA Account"), which transaction was
effected in the over the counter market by or through Smith Barney Incorporated
("Smith Barney").
Page 3 of 5 pages
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SCHEDULE 13D
CUSIP No. 893929100
On November 11, 1997, the Reporting Person sold 1,700 shares of Common
Stock at a price of $27.375 per share from the IRA Account, which transaction
was effected in the over the counter market by or through Smith Barney.
On November 11, 1997, the Reporting Person sold 3,000 shares of Common
Stock at a price of $27.375 per share from the IRA Account, which transaction
was effected in the over the counter market by or through Smith Barney.
On November 12, 1997, the Reporting Person sold 3,000 shares of Common
Stock at a price of $29.75 per share from the IRA Account, which transaction was
effected in the over the counter market by or through Smith Barney.
On November 12, 1997, the Reporting Person sold short against the box
50,000 shares of Common Stock at a price of $30.00 per share from the Robert A.
Epstein Smith Barney Account (the "Reporting Person's Account"), which
transaction was effected in the over the counter market by or through Smith
Barney.
On November 12, 1997, the Reporting Person sold short against the box
100,000 shares of Common Stock at a price of $30.00 per share from the Reporting
Person's Account, which transaction was effected in the over the counter market
by or through Smith Barney.
On November 13, 1997, the Reporting Person sold short against the box
79,100 shares of Common Stock at a price of $29.5448 per share from the
Reporting Person's Account, which transaction was effected in the over the
counter market by or through Smith Barney.
On November 14, 1997, the Reporting Person sold short against the box 2,000
shares of Common Stock at a price of $29.0625 per share from the Reporting
Person's Account, which transaction was effected in the over the counter market
by or through Smith Barney.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Reporting Person has, through Smith Barney as set forth above in Item
No. 5, sold short against the box 231,000 shares of the Common Stock. Should the
Reporting Person close out his short position with shares of Common Stock which
are currently beneficially owned by him, his beneficial ownership of shares of
the Common Stock will be reduced from 489,734 shares as reported herein, or
5.45% of the outstanding shares of Common Stock, to 258,634 shares, or 2.88% of
the outstanding shares of Common Stock. When and whether the Reporting Person
will close out his short position as aforesaid will depend upon prevailing
market conditions and the Reporting Person's financial position.
Item 7. Material to be Filed as Exhibits.
None.
Page 4 of 5 pages
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SCHEDULE 13D
CUSIP No. 893929100
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
November 19, 1997
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(Date)
/s/ Robert A. Epstein
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Robert A. Epstein
Page 5 of 5 pages
