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. 4)(1)
QUERYOBJECT SYSTEMS CORP.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
227698107
(CUSIP Number)
Copy to:
Eli Oxenhorn Michael R. Reiner, Esq.
56 The Intervale Morrison Cohen Singer & Weinstein, LLP
Roslyn Estates, New York 11576 750 Lexington Avenue
Telephone (516) 625-7005 New York, New York 10022
Telephone (212) 735-8600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
August 13, 1999
(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.
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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).
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<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
Number of 626,359 shares 8.1%
Shares ----------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By 350,000 shares 4.7%
Each ----------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 626,359 shares 8.1%
With ----------------------------------------------------------
10 Shared Dispositive Power
350,000 shares 4.7%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
976,359 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)
12.1%
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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 August 13, 1999, constitutes Amendment No. 4 to the
Schedule 13D, dated October 9, 1998, regarding the reporting person's 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. 4 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 1. Security and Issuer
(e) Units, each consisting of 100 shares of Series C Convertible Preferred
Stock (the "Series C Preferred Stock") and one warrant to purchase 100,000
shares of Common Stock of the Issuer (the "Series C Warrants"). The holder of
the Series C Preferred Stock shall be entitled to convert anytime after August
13, 1999, each share of Series C Preferred Stock into 1,159.42 shares of Common
Stock. The holders of the Series C Warrants shall be entitled to purchase
100,000 shares of Common Stock, at $0.8625 per share, for each of the Series C
Warrants, exercisable from August 18, 1999 to December 28, 2001.
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 August 13, 1999, Mr. Oxenhorn purchased one Series C Preferred Unit, at
$100,000 per Unit, in a private placement transaction.
ITEM 4. Purpose of Transaction.
The reporting person acquired the securities for purposes of investment.
Other than the reporting person's purchase or sale of additional securities of
the Issuer, the reporting person does not have any present plans or proposals
which would relate to or result in any of the actions set forth in subparagraphs
(a) through (j) of Item 4 of Schedule 13D, except as set forth herein.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and percentage
(based on 7,073,647 shares of Common Stock outstanding as reported by the Issuer
in its Form 10-Q for the quarter ended June 30, 1999) of outstanding shares of
Common Stock owned beneficially by the reporting person named in Item 2, as of
August 13, 1999:
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<PAGE>
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
Eli Oxenhorn 976,359(2) 12.1%
(b) Eli Oxenhorn has sole power to vote and to dispose of 626,359 shares of
Common Stock (including 31,250 shares issuable upon the exercise of the Option,
125,000 shares issuable upon the exercise of the 1998 Warrants, 200,000 shares
issuable upon the conversion of the Series A Preferred Stock, 115,942 shares
issuable upon the conversion of the Series C Preferred Stock, 100,000 shares
issuable upon the exercise of the Series C Preferred Warrants, 37,500 shares
issuable upon the exercise of the November 1998 Option and 16,667 shares
issuable upon the exercise of the Non-Qualified Stock Option), representing
approximately 8.1% 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 350,000 shares of Common Stock (including
200,000 shares issuable upon the exercise of the Rev-Wood Option and 150,000
shares issuable upon the exercise of the November 1998 Rev-Wood Option),
representing approximately 4.7% 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 June 12, 1999
through August 13, 1999, 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 8/13/99 1 $100,000
</TABLE>
On August 13, 1999, the Issuer closed on the sale of the Series C Preferred
Unit to Mr. Oxenhorn. The Unit was 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.
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(2) The reporting person disclaims beneficial ownership of these
securities, except to the extent of his equity interest therein.
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<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: September 29, 1999
/s/ Eli Oxenhorn
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Eli Oxenhorn
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