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)(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)
November 12, 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 5
<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
| | 161,250 shares 3.1%
Number of |-----------------------------------------------------------
Shares | 8 | Shared Voting Power
Beneficially | | 200,000 shares 3.8%
Owned By |-----------------------------------------------------------
Each | 9 | Sole Dispositive Power
Reporting | | 161,250 shares 3.1%
Person |-----------------------------------------------------------
With | 10 | Shared Dispositive Power
| | 200,000 shares 3.8%
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11 | Aggregate Amount Beneficially Owned By Each Reporting Person
| 361,250 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)
| 6.7%
|
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14 | Type of Reporting Person*
| IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5
<PAGE>
This statement, dated November 12, 1998, constitutes Amendment No. 1 to
the Schedule 13D, dated October 9, 1998, regarding the reporting persons
ownership of certain securities of QueryObject Systems Corp. (the "Issuer").
The Schedule 13D is hereinafter referred to as the "Schedule." All
capitalized terms used herein and otherwise undefined shall have the meanings
ascribed in the Schedule.
This Amendment No. 1 to the Schedule is filed in accordance with Rule
13d-2 of the Securities Exchange Act of 1934, as amended, by the reporting
persons. It shall refer only to information which has materially changed since
the filing of the Schedule.
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 November 12, 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 additional securities for
purposes of investment. Except as reported in Item 6 of the Schedule, the
reporting person does not have any present 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 dated September 28, 1998) of outstanding shares
of Common Stock owned beneficially by the reporting person named in Item 2, as
of November 12, 1998:
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
Eli Oxenhorn 361,250(2) 6.7%
(b) Eli Oxenhorn has sole power to vote and dispose of 161,250
shares of Common Stock (including 81,250 shares issuable upon the exercise of
the Option, the Non-
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(2) The reporting person disclaims beneficial ownership of these
securities, except to the extent of his equity interest therein.
Page 3 of 5
<PAGE>
Qualified Option and 1998 Warrants, and 80,000 shares issuable upon the
conversion of the Series A Preferred Stock), representing approximately 3.1% 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 October 10,
1998 through November 12, 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 11/12/98 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.
Page 4 of 5
<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 23, 1998
Eli Oxenhorn
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Eli Oxenhorn
Page 5 of 5
