UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Auspex Systems, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
052116100
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(CUSIP Number)
James E. Crabbe
121 SW Morrison, Suite 1400
Portland, OR 97204
(503) 295-0111
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 24, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [X].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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).
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SCHEDULE 13D
CUSIP No. 052116100 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James E. Crabbe
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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
ITEMS 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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7 SOLE POWER TO DIRECT VOTE
NUMBER 1,968,000
OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 0
BY --------------------------------------------------------
EACH 9 SOLE POWER TO DIRECT DISPOSITION
REPORTING
PERSON 1,968,000
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,968,000
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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)
7.16%
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14 TYPE OF REPORTING PERSON*
IN
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This Amendment No. 1 amends and supplements the statement on Schedule 13D
dated January 24, 2000 filed by James E. Crabbe, relating to the shares of
common stock, $.001 par value ("Common Stock") of Auspex Systems, Inc., a
Delaware corporation (the "Issuer"). Capitalized terms used herein have the same
meaning as those ascribed to hem in the initial filing.
The purpose of this amendment is to correct administrative errors relating
to (1) the date of event requiring filing of the original Schedule 13D, and (2)
the inadvertent inclusion of shares beneficially held by Crabbe Huson Group,
Inc. with the shares beneficially owned by Mr. Crabbe.
Item 2. Identity and Background
(a) - (b), (f) This Statement is filed by James E. Crabbe as the trustee
and sole beneficiary of the shares of Common Stock held by the James E. Crabbe
Revocable Trust ("Trust"). Mr. Crabbe is also President of the Crabbe Huson
Group, Inc. ("CHG"), a wholly owned subsidiary of Liberty Financial Companies,
Inc. Pursuant to advisory contracts, CHG may exercise dispository discretion
over the shares of Common Stock held within client accounts managed by CHG. Mr.
Crabbe, however, has no direct or indirect dispository authority with respect to
those advisory client accounts managed by CHG which hold Common Stock of the
Issuer. Mr. Crabbe is a United States citizen and his business address is 121 SW
Morrison Street, Suite 1400, Portland, Oregon 97204.
Item 3. Source and Amount of Funds or Other Consideration
The shares of Common Stock owned by Mr. Crabbe through the Trust was
acquired with funds of approximately $13,930,148 (excluding brokerage
commissions) from the working capital of the Trust. The Trust's working capital
is funded by personal funds of Mr. Crabbe.
Item 4. Purpose of Transaction
The Issuer's Common Stock was acquired by Mr. Crabbe through the Trust, and
by CHG's advisory clients, for the purpose of investment.
On January 24, 2000, Mr. Crabbe concluded, however, that it is in the best
interest of the Issuer's stockholders to expand the Board of Directors to
include additional outside directors and to encourage the Board of Directors to
critically evaluate existing management personnel and consider possible
management changes. Mr. Crabbe reached this conclusion after meetings and
discussions with the Issuer's management and reviewing the Issuer's Proxy
Statement dated October 8, 1999, the Issuer's historical performance and future
prospects and recent financing activity by the Issuer.
Mr. Crabbe may take any number of actions designed to encourage the Issuer
and its board to weigh stockholder interests appropriately in determining the
composition of the Board of Directors. Such actions may include seeking a change
in the present membership of the Issuer's Board of Directors. Mr. Crabbe may
also communicate and discuss his views with other stockholders of the Issuer and
members of the board. These communications may include proposals to the board
regarding the structure or membership of the board.
In the future, Mr. Crabbe may decide to purchase on behalf of the Trust
additional shares of the Common Stock, or sell part of all of the Trust's
current holdings of Common Stock.
This description of Mr. Crabbe's future intentions with respect to the
Issuer does not purport to describe the intentions of CHG or any of its advisory
clients with respect to the Issuer.
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Except as set forth above, neither Mr. Crabbe nor the Trust has any plans
or intentions which would relate or result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) Sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(e) Any material change in the present capitalization or dividend policies
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) - (b) Under the rules and regulations of the Securities and Exchange
Commission, Mr. Crabbe, as trustee of the Trust, is the beneficial owner of
1,968,000 shares of Common Stock of the Issuer, representing approximately 7.16%
of the issued and outstanding shares of the Issuer (based on the number of
shares outstanding on November 2, 1999 as disclosed in the Issuer's quarterly
report of Form 10-Q for the three-month period ended September 30, 1999). Mr.
Crabbe has no direct or indirect managerial or dispository authority with
respect to CHG's advisory client accounts holding Common Stock of the Issuer.
(d) No person other than Mr. Crabbe as the trustee of the Trust has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds of the sale of, the securities being reported herein.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Other than as disclosed above, neither Mr. Crabbe nor the Trust is a party
to any contract, arrangement, understanding or relationship (legal or other)
with any person with respect to any securities of the Issuer, including, but not
limited to, transfer or voting of any securities, finders fees, joint ventures,
profits, division of profits or losses, or the giving or withholding of proxies.
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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.
Date: February 4, 2000
JAMES E. CRABBE
JAMES E. CRABBE
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James E. Crabbe
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