<PAGE>
OMB APPROVAL
------------------------------
OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response......14.90
------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
XPEDITE SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
983929100
- --------------------------------------------------------------------------------
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 (however, see the
Notes).
Page 1 of 6 pages
<PAGE>
CUSIP No. 983929100
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
PATRICOF & CO. VENTURES, INC. / 13-2647531
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
5 SOLE VOTING POWER
-0-
NUMBER OF 6 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12 TYPE OF REPORTING PERSON (See Instructions)
CO
Page 2 of 6 pages
<PAGE>
Item 1. (a) Name of Issuer:
XPEDITE SYSTEMS, INC.
(b) Address of Issuer's Principal Executive Offices:
446 HIGHWAY 35, EATONTOWN, NJ 07724
Item 2. (a) Name of Person Filing:
PATRICOF & CO. VENTURES, INC.
(b) Address of Principal Business Office or, if none, Residence:
445 PARK AVENUE, NEW YORK, NY 10022
(c) Citizenship:
NEW YORK
(d) Title of Class of Securities:
COMMON STOCK
(e) CUSIP Number:
983929100
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b),
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |_| Investment adviser in accordance with Section 240.13d-
1(b)(1)(ii)(E).
(f) |_| Employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F).
Page 3 of 6 pages
<PAGE>
(g) |_| Parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G).
(h) |_| Savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
(a) Amount Beneficially Owned: -0-*
(b) Percent of Class: 0%
(c) Number of Shares as to which the person has:
(i) sole power to vote or direct the vote -0-*
(ii) shared power to vote or direct the vote -0-*
(iii) sole power to dispose or direct the disposition of
-0-*
(iv) shared power to dispose or direct the disposition of
-0-*
*SEE RIDER A ATTACHED
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the class
of securities check the following |X|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
NOT APPLICABLE
Page 4 of 6 pages
<PAGE>
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the Parent Holding Company:
NOT APPLICABLE
Item 8. Identification and Classification of Members of the Group:
NOT APPLICABLE
Item 9. Notice of Dissolution of Group:
NOT APPLICABLE
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any
transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
PATRICOF & CO. VENTURES, INC.
BY: /s/ Alan Patricof
-----------------------------------
Name: Alan Patricof
Title: Co-Chairman of the Board
Date: February 8, 1999
Page 5 of 6 pages
<PAGE>
RIDER A
PATRICOF & CO. VENTURES, INC. ("PATRICOF") WAS DEEMED TO BE THE BENEFICIAL OWNER
OF COMMON STOCK OWNED BY APA EXCELSIOR III, A DELAWARE LIMITED PARTNERSHIP
("EXCELSIOR III"), BY APA EXCELSIOR III/OFFSHORE, L.P., A DELAWARE LIMITED
PARTNERSHIP ("OFFSHORE"), BY APA/FOSTIN PENNSYLVANIA VENTURE CAPITAL FUND, A
PENNSYLVANIA LIMITED PARTNERSHIP ("PENN") AND BY COAL PENSION VENTURE NOMINEES,
LTD., A U.K. COMPANY ("COAL"). EACH OF SUCH ENTITIES IS MANAGED OR ADVISED BY
PATRICOF AND, AS SUCH, PATRICOF WAS DEEMED TO HAVE SHARED VOTING AND DISPOSITIVE
POWER WITH THE GENERAL PARTNERS OF EXCELSIOR III, AND PENN AND OFFSHORE WITH
RESPECT TO SHARES OF COMMON STOCK OWNED BY EXCELSIOR III, PENN AND OFFSHORE AND
SOLE VOTING AND DISPOSITIVE POWER WITH RESPECT TO SHARES OF COMMON STOCK OWNED
BY COAL.
Page 6 of 6 pages
