SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
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)
QUERYOBJECT SYSTEMS CORP.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
227698107
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(CUSIP Number)
Copy to:
Eli Oxenhorn Morrison Cohen Singer & Weinstein, LLP
56 The Intervale 750 Lexington Avenue
Roslyn Estates, New York 11576 New York, New York 10022
Telephone (516) 625-7005 Telephone (212) 735-8600
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
October 9, 1998
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(Date of Event which Requires Filing 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(e, 13d- 1(f) or 13d-(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 page(s))
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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).
Page 1 of 7
<PAGE>
CUSIP
No. 227698107 13D
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1 | Names of Reporting Persons
| I.R.S. Identification Nos. of Above Persons (Entities Only)
| Eli Oxenhorn
|
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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
|
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| 7 | Sole Voting Power
| | 96,250 shares 1.8%
Number of |-----------------------------------------------------------
Shares | 8 | Shared Voting Power
Beneficially | | 200,000 shares 3.8%
Owned By |-----------------------------------------------------------
Each | 9 | Sole Dispositive Power
Reporting | | 96,250 shares 1.8%
Person |-----------------------------------------------------------
With | 10 | Shared Dispositive Power
| | 200,000 shares 3.8%
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11 | Aggregate Amount Beneficially Owned By Each Reporting Person
| 296,250 shares
|
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12 | Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* |_|
|
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13 | Percent of Class Represented by Amount in Row (11)
| 5.5%
|
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14 | Type of Reporting Person*
| IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This statement, dated October 9, 1998, relates to the reporting person's
ownership of certain securities of QueryObject Systems Corp. (the "Issuer").
ITEM 1. Security and Issuer
(a) Common Stock, 0.01 par value per share (CUSIP No.227698107).
(b) Option ("Option") to purchase 31,250 shares of Common Stock,
expiring on May 8, 2001, entitling the holder thereof to purchase shares of
Common Stock at $8.56 per share, exercisable as of November 20, 1997.
(c) Option ("Rev-Wood Option") to purchase 200,000 shares of Common
Stock, expiring on December 22, 2002, entitling the holder thereof to purchase
shares of Common Stock at $6.00 per share, exercisable as of December 23, 1997,
issued to Rev-Wood Merchant Partners.
(d) Non-Qualified Stock Option ("Non-Qualified Option") to purchase
50,000 shares of Common Stock, expiring on April 13, 2002, entitling the holder
thereof to purchase Common Stock at $6.00 per share, exercisable commencing on
the first day of the 13th month from the date of grant. Options to purchase 1/48
of the total number of shares vests at the end of each full month from the date
of grant for a period of 48 months. If Mr. Oxenhorn ceases to be a consultant to
the Issuer, he may exercise only the amount of Non-Qualified Stock Options that
have vested within the 60 days after termination.
(e) Units, each consisting of one Series A Convertible Preferred
Share (the "Series A Preferred Stock") and one warrant to purchase 2.5 shares of
Common Stock of the Issuer (the "1998 Warrants"). The holder of the Series A
Preferred Stock shall be entitled to convert anytime after October 9, 1998, each
share of Series A Preferred Stock into 4 shares of Common Stock. The holders of
the 1998 Warrants shall be entitled to purchase one share of Common Stock, at
$0.50 per share, for each 1998 Warrant, exercisable from October 9, 1998 to
October 8, 2001.
(f) QueryObject Systems Corp.
60 Charles Lindbergh Blvd.
Uniondale, New York 11553
ITEM 2. Identity and Background
1. (a) Eli Oxenhorn
(b) Address:
56 The Intervale
Roslyn Estates, New York 11576
(c) Principal Occupation: Consultant
Page 3 of 7
<PAGE>
(d) Within the last five (5) years, Eli Oxenhorn has not been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors, if any).
(e) Within the last five (5) years, Eli Oxenhorn has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of a violation with respect to such laws.
(f) Citizenship: United States.
Mr. Oxenhorn is a general partner of Rev-Wood Merchant Partners.
Rev-Wood Merchant Partners and certain other persons filed a Schedule 13D under
separate cover.
ITEM 3. Source and Amounts of Funds or Other Consideration
The reporting person obtained funds for the purchase of the
securities from his personal funds.
On May 8, 1996, Eli Oxenhorn was granted an option to purchase
250,000 shares of Series D Preferred Stock of the Issuer at $1.07 per share.
Upon completion of the Issuer's initial public offering, on November 20, 1997,
the option (after two prior reverse splits) permitted Mr. Oxenhorn to purchase
31,250 shares of Common Stock, at $8.56 per share.
On December 23, 1997, Rev-Wood Merchant Partners was granted a
five-year option to purchase 200,000 shares of the Issuer's Common Stock, at a
price of $6.00 per share.
On April 13, 1998, Mr. Oxenhorn was granted a four year
non-qualified stock option to purchase 50,000 shares of the Issuer's Common
Stock, at a price of $6.00 per share.
On October 9, 1998, Mr. Oxenhorn purchased 10,000 Units, at $2.00
per Unit, for total consideration of $20,000 in a private placement transaction.
ITEM 4. Purpose of Transaction.
The reporting person acquired his securities for purposes of
investment. Except as reported in Item 6, the reporting person does not have any
plans or proposals which relate to or would result in any of the actions set
forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D .
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and
percentage (based on 5,121,422 shares of Common Stock outstanding as reported in
the Issuer's offering documents
Page 4 of 7
<PAGE>
dated September 28, 1998) of outstanding shares of Common Stock owned
beneficially by the reporting person named in Item 2, as of October 9, 1998:
<TABLE>
<CAPTION>
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
<S> <C> <C>
Eli Oxenhorn 296,250(2) 5.5%
</TABLE>
(b) Eli Oxenhorn has sole power to vote and dispose of 96,250 shares
of Common Stock (including 56,250 shares issuable upon the exercise of the
Option, the Non-Qualified Option and 1998 Warrants, and 40,000 shares issuable
upon the conversion of the Series A Preferred Stock), representing approximately
1.8% of the outstanding Common Stock. By virtue of being a general partner of
Rev-Wood Merchant Partners, Eli Oxenhorn may be deemed to have shared power to
vote and to dispose of 200,000 shares of Common Stock (consisting of 200,000
shares issuable upon the exercise of the Rev-Wood Option), representing
approximately 3.8% of the outstanding Common Stock.
(c) The following is a description of all transactions, effected by
the person identified in Item 2 of the Schedule 13D effected from August 9, 1998
through October 9, 1998, inclusive.
<TABLE>
<CAPTION>
Number of Units Purchase or Sale
Name of Shareholder Purchase or Sale Date Purchased or (Sold) Price per Unit
- ------------------- --------------------- ------------------- --------------
<S> <C> <C> <C>
Eli Oxenhorn 10/9/98 10,000 $2.00
</TABLE>
The Units were purchased in a private placement transaction from the
Issuer.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of such securities.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Pursuant to the terms of the private placement transaction, on
October 9, 1998, the Issuer closed on 20% of the total subscriptions for Units
made by the purchasers of the Units. The reporting person has committed to
purchase, pro rata and on the same terms and conditions, the remaining 80% of
his subscription for Units at such time(s) as is designated by a buyer's
representative (the "Buyer's Representative"). The person named as Buyer's
Representative is a general partner of Rev-Wood Merchant Partners. There can be
no assurance that the Buyer's
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(2) The reporting person disclaims beneficial ownership of these securities,
except to the extent of his equity interest therein.
Page 5 of 7
<PAGE>
Representative will exercise such powers or that Mr. Oxenhorn will purchase any
additional Units. The securities reported herein do not include any securities
that may be acquired upon a subsequent closing of the private placement.
ITEM 7. Material to be Filed as Exhibits
Not Applicable.
Page 6 of 7
<PAGE>
Signature
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned hereby certifies that the information set forth in this Schedule
is true, complete, and correct.
Date: November 5, 1998
/s/ Eli Oxenhorn
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Eli Oxenhorn
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