<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
STARBASE CORP
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
854910205
-------------------------------
(CUSIP Number)
Alberto W. Vilar, Amerindo Investment Advisors Inc.,
One Embarcadero Center, Suite 2300
San Francisco, CA 94111-3162; Telephone: (415) 362-0292
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 8, 1996 **
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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(b)(3) or (4), check the following space .
---
Check the following space if a fee is being paid with the statement X . (A
---
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13D-7.)
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.
*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 ("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).
(Continued on following page(s))
** See response to Item 1 of within statement.
<PAGE>
CUSIP
No. 854910205 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS INC., a California corporation, AMERINDO
INVESTMENT ADVISORS, INC., a Panama corporation, ALBERTO W. VILAR,
GARY A. TANAKA and LOS ANGELES FIRE AND POLICE PENSION SYSTEM who
disaffirm the existence of any group and who are sometimes
collectively referred to as the "Reporting Persons."
- --------------------------------------------------------------------------------
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*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
See Item 6 of separate cover pages for Reporting Persons
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of 892,965 shares
Shares -----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By
Each 959,593 shares in the aggregate for all Reporting Persons
Reporting and as to all of which beneficial ownership is disclaimed
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
NONE
-----------------------------------------------------------------
10 Shared Dispositive Power
1,852,558 shares in the aggregate for all Reporting Persons
and as to all but 892,965 of which beneficial ownership
is disclaimed
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,852,558 shares in the aggregate for all Reporting Persons and as to
all but 892,965 of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 14.77%
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14 Type of Reporting Person* IA, IN, EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 2 of 15 -
<PAGE>CUSIP
No. 854910205 13D
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS INC.
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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
- --------------------------------------------------------------------------------
4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
California
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of NONE
Shares -----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By
Each 959,593 shares, as to all of which beneficial ownership
Reporting is disclaimed
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
NONE
-----------------------------------------------------------------
10 Shared Dispositive Power
959,593 shares, as to all of which beneficial ownership
is disclaimed
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
959,593 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 7.65%
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14 Type of Reporting Person* IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 3 of 15 -
<PAGE>CUSIP
No. 854910205 13D
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS, INC.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
Panama
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of NONE
Shares -----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By
Each 892,965 shares, as to all of which beneficial ownership
Reporting is disclaimed
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
NONE
-----------------------------------------------------------------
10 Shared Dispositive Power
892,965 shares, as to all of which beneficial ownership
is disclaimed
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
892,965 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 7.12%
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14 Type of Reporting Person* IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 4 of 15 -
<PAGE>CUSIP
No. 854910205 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ALBERTO W. VILAR
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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*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
Number of NONE
Shares -----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By
Each 1,852,558 shares, as to all of which beneficial ownership
Reporting is disclaimed
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
NONE
-----------------------------------------------------------------
10 Shared Dispositive Power
1,852,558 shares, as to all of which beneficial ownership
is disclaimed
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,852,558 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 14.77%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 5 of 15 -
<PAGE>CUSIP
No. 854910205 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GARY A. TANAKA
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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*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
Number of NONE
Shares -----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By
Each 1,852,558 shares, as to all of which beneficial ownership
Reporting is disclaimed
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
NONE
-----------------------------------------------------------------
10 Shared Dispositive Power
1,852,558 shares, as to all of which beneficial ownership
is disclaimed
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,852,558 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 14.77%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 6 of 15 -
<PAGE>CUSIP
No. 854910205 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LOS ANGELES FIRE AND POLICE PENSION SYSTEM
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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*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of 959,593 shares
Shares -----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By
Each
Reporting NONE
Person -----------------------------------------------------------------
With 9 Sole Dispositive Power
NONE
-----------------------------------------------------------------
10 Shared Dispositive Power
959,593 shares
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
959,593 shares.
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 7.65%
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14 Type of Reporting Person* EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 7 of 15 -
<PAGE>
ITEM 1. Security and Issuer.
-------------------
The class of equity securities to which this statement relates is
the Common Stock of StarBase Corp ("the Issuer"), whose principal
executive offices are located at 18872 MacArthur Blvd. Suite 300, Irvine,
CA, 92612.
StarBase Corp. became a reporting company by the filing of a
Registration Statement on Form 10 on May 23, 1995, at which time the
obligations of the Reporting Persons (as such term is defined below) under
Section 13 of the Securities and Exchange Act of 1934 first arose (by
reason of beneficial ownership for reporting purposes of Preferred
Stock convertible into Common Stock of the Issuer). The Reporting
Persons only recently became aware of this reporting obligation and are
filing this statement accordingly. All information is provided as of
November 8, 1996, unless otherwise indicated.
ITEM 2. Identity and Background.
-----------------------
This statement is being filed by Amerindo Investment
Advisors Inc., a California corporation whose principal executive offices
are located at One Embarcadero Center, Suite 2300, San Francisco,
California, 94111 ("Amerindo"), Amerindo Investment Advisors, Inc., a
Panama corporation, whose principal executive offices are located at
Edificio Sucre, Calle 48 Este, Bella Vista, Apartado 6277, Panama 5, Panama
("Amerindo Panama"), Alberto W. Vilar, Gary A. Tanaka and Los Angeles Fire
and Police Pension System ("LAFP"). The address of LAFP is c/o Amerindo
at the above address. Although this statement is being made jointly
by Amerindo, Amerindo Panama, Messrs. Vilar and Tanaka, and LAFP,
each of them expressly disaffirms membership in any group under Rule 13D-5
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or otherwise.
Amerindo is registered as an investment advisor under the Investment
Advisors Act of 1940, as amended. Messrs. Alberto W. Vilar and Gary A.
Tanaka, whose business addresses are the same as those set forth for
Amerindo and each of whom is a U.S. citizen, are the only directors and
executive officers of Amerindo Panama. They are also the only directors
and executive officers of Amerindo, other than Mr. James H. Furey,
Chief Operating Officer, and Mr. Joaquin Garcia-Larrieu, Chief Financial
Officer. Mr. Furey's business address is at Amerindo's offices at 399 Park
Avenue, New York, New York 10022, and Mr. Garcia's business address is
Gables International Plaza, 2655 Le Jeune Road, Suite 1112, Coral Gables,
FL 33134. LAFP is a governmental pension plan. Amerindo, Amerindo Panama,
LAFP and Messrs. Vilar and Tanaka are sometimes hereinafter collectively
referred to as the "Reporting Persons." Messrs. Furey and Garcia are
sometimes hereinafter collectively referred to as the "Other Named
Individuals."
During the last five years, none of the Reporting Persons or Other
Named Individuals has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any such individual or entity
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding such individual or
entity was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. Source and Amounts of Funds or Other Consideration.
--------------------------------------------------
All purchases of the subject securities by the Reporting Persons,
including the shares purchased for the account of LAFP, have been in the
ordinary course of the respective businesses of Amerindo and Amerindo Panama
(collectively, the "Advisor Entities") as investment advisors. Accordingly,
the funds used to purchase the subject securities have been client funds
pertaining to accounts under management. Purchases of the Issuer's
securities by the Named Individuals would all be and have all been made
with their personal funds, except that margin credit may also be, and may
have been, employed.
- 8 of 15 -
<PAGE>
ITEM 4. Purpose of Transaction.
----------------------
All of the subject securities have been purchased by the Advisor
Entities in the ordinary course of their respective businesses as
investment advisors and not with the purpose of effecting change or
influencing the control of the issuer or in connection with or as a
participant in any transaction having such purpose or effect, including
any transaction subject to Rule 13D-3(b) under the Exchange Act.
LAFP holds its shares of the issuer for investment and not with a purpose
of effecting change or influencing the control of the issuer or in
connection with or as a participant in any transaction having such purpose
or effect, including any transaction subject to Rule 13(D-3(b) under the
Exchange Act. Additionally, because each of the Advisor Entities is
obligated to act in the best interests of its respective clients and in
accordance with the respective mandates of those clients, there is no
agreement between or among any of the Reporting Persons to act together
with respect to the Issuer or its securities, except that they may, from
time to time and provided that transactions are otherwise being effected at
the same time, aggregate orders for client accounts in order to receive more
favorable trading terms. Any of the subject securities acquired or which
might in the future be acquired by any of the Named Individuals have been
and would be acquired for investment and not with the purpose of effecting
of changing or influencing the control of the issuer or in connection with
or as a participant in any transaction having such purpose or effect,
including any transaction subject to Rule 13D-3(b) under the Exchange Act.
ITEM 5. Interests in Securities of Issuer.
---------------------------------
(a) See Exhibit "A" attached hereto for information setting forth for
each of the Reporting Persons and for each Named Individual the aggregate number
of shares of the Common Stock if Issuer beneficially owned by such person as of
November 8, 1996, and the percentage which such shares constitute of the total
number of shares outstanding, as reflected on Issuer's Form 10Q for the Quarter
ended June 30, 1996, unless information has been obtained as of a later
date directly from the Issuer (with beneficial ownership determined as set
forth in Rule 13D-3 under the Exchange Act, but disclaimed except as set
forth in the Exhibit).
(b) Messrs. Vilar and Tanaka share voting and dispositive power
over all shares shown as owned by any of the Reporting Persons, except that
LAFP has sole voting power over all of the shares shown as owned by it,
however, each client of the Advisor Entities has the unilateral right to
terminate the advisory arrangement with the Entity in question on notice
which typically need not exceed 30 days. Each of the Other Named Individuals
has sole voting and dispositive power as to the shares shown in Exhibit "A"
as owned by him.
(c) The table contained in Exhibit "B" attached hereto sets forth for
each of the Reporting Persons and Named Individuals information concerning all
acquisitions and dispositions of Issuer's Common Stock by any such person
during the period beginning on September 10, 1996, and ending on November 8,
1996, including (i) the date of the transaction (ii) whether the
transaction was a purchase or sale, (iii) the number of shares involved,
and (iv) the price per share at which the transaction was effected. All
transactions were effected on the open market.
(d) The shares covered by this statement are all owned by clients of
the Advisor Entities. No such person's interest in the securities included in
this statement exceeds 5% of the class outstanding, except that one client of
Amerindo, LAFP, owns approximately 7.65% of the Issuer's issued and outstanding
Common Stock.
(e) Inapplicable.
- 9 of 15 -
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
------------------------------------------
Messrs. Vilar and Tanaka are the sole shareholders and directors
of each of the Advisor Entities. As stated above, clients of those
Entities generally have the right to terminate their investment advisory
arrangements with those Entities on notice of 30 days or less.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
Inapplicable
- 10 of 15 -
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
----------------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS, INC.
a Panama corporation
By: /s/ Alberto W. Vilar
----------------------------------------
ALBERTO W. VILAR, DIRECTOR
By: /s/ Alberto W. Vilar
----------------------------------------
ALBERTO W. VILAR
By: /s/ Gary A. Tanaka
----------------------------------------
GARY A. TANAKA
LOS ANGELES FIRE AND POLICE PENSION SYSTEM
By: /s/ Amerindo Investment Advisors Inc.,
Attorney-in-Fact
by
-----------------------------------
ALBERTO W. VILAR, PRESIDENT
- 11 of 15 -
<PAGE>
EXHIBIT A
STARBASE CORP
COMMON STOCK
854910205
The following table sets forth for each of the Reporting
Persons and for each Other Named Individual the aggregate number of
shares of the Common Stock of the Issuer beneficially owned by such
person as of November 8, 1996 and the percentage which such shares
constitute of the total number of shares outstanding, as reflected
on Issuer's Form 10Q for the Quarter ended June 30, 1996, unless based
on more recent information obtained directly from the Issuer (with
beneficial ownership determined as set forth in Rule 13D-3 under the
Exchange Act, but disclaimed as set forth in the footnote):
NAME NO. OF SHARES (1) PERCENT OF CLASS
- ---- ------------- ----------------
Amerindo 959,593 7.65%
Amerindo Panama 892,965 7.12%
Alberto W. Vilar 1,852,558 14.77%
Gary A. Tanaka 1,852,558 14.77%
Los Angeles Fire 959,593 7.65%
and Police Pension
System
James H. Furey 0 0.00%
Joaquin Garcia 0 0.00%
- ----------------
(1) Messrs. Vilar and Tanaka, as the sole directors and shareholders of
each of the Advisor Entities, share voting and investment power as to all
shares shown as owned by the Advisor Entities, but they and the Advisor
Entities disclaim ownership of any of such shares. Each client of the
Advisor Entities has the unilateral right to terminate the advisory
arrangement with the Entity in question on notice which typically need not
exceed 30 days.
- 12 of 15 -
<PAGE>
EXHIBIT B
STARBASE CORP
COMMON STOCK
854910205
The following sets forth for each of the Reporting Persons and Other
Named Individuals information concerning all acquisitions and dispositions
of the Issuer's Common Stock by any such person during the period beginning
on September 10, 1996, and ending on November 8, 1996, including (i) the
date of the transaction, (ii) whether the transaction was a purchase or
sale, (iii) the number of shares involved, and (iv) the price per share at
which the transaction was effected.
There have been no transactions since the original purchases of
Series A Preferred Stock on December 20, 1994 and Series B Preferred
stock on January 31, 1996. These shares were converted into Common
Stock effective June 30, 1996 and May 13, 1996, respectively.
- 13 of 15 -
<PAGE>
EXHIBIT C
STARBASE CORP
COMMON STOCK
854910205
We hereby agree that the within Statement on Schedule 13D regarding our
beneficial ownership of Common Stock is filed on behalf of each of us.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
------------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS, INC.,
a Panama corporation
By: /s/ Alberto W. Vilar
------------------------------------
ALBERTO W. VILAR, DIRECTOR
By: /s/ Alberto W. Vilar
------------------------------------
ALBERTO W. VILAR
By: /s/ Gary A. Tanaka
------------------------------------
GARY A. TANAKA
LOS ANGELES FIRE AND POLICE PENSION SYSTEM
By: /s/ Amerindo Investment Advisors Inc.,
Attorney-in-Fact
by
---------------------------------
ALBERTO W. VILAR, PRESIDENT
- 14 of 15 -
<PAGE>
EXHIBIT D
STARBASE CORP
COMMON STOCK
854910205
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Amerindo Investment Advisors
Inc. as its attorney-in-fact with full discretion to act for and on behalf of
the undersigned in any matter connected with its investment in Series A
Preferred Stock of StarBase Corporation, with full power and authority to
make and effect any and all decisions relating to the retention or
dispositions of such investment, the conversion of such shares, and/or the
exercise of any rights given the undersigned in connection with the related
Investor Rights Agreement, and with full power and authority to make,
execute and deliver any and all instruments which may be necessary or
desirable in connection therewith. The shares will remain in the custody of
the Board of Pension Commissioners of the City of Los Angeles except when
out for conversion or transfer. StarBase Corporation may rely on the
authority of said attorney to act pursuant hereto until it shall receive
written notification of revocation hereof.
Date: April 7, 1995
By: /s/ Gary Mattingly
------------------------------------
On behalf of the Board of Pension
Commissioners of the City of Los
Angeles
Gary Mattingly, General Manager
- 15 of 15 -
