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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
EROX Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
296022106
-------------------------------
(CUSIP Number)
EROX Corporation
2471 E. Bayshore Road
Palo Alto, CA 94303
(415) 424-0151
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 19, 1997
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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 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 box [_].
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).
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PAGE 2 OF 7
SCHEDULE 13D
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NAME OF REPORTING PERSON MK GVD Fund
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.D. #
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5 2(d) OR 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,333,333
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
1,333,333
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,333,333 shares of Issuer's Common Stock (1)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
12 INSTRUCTIONS)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.47%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
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PAGE 3 OF 7
SCHEDULE 13D
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NAME OF REPORTING PERSON MK GVD Management
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.D. #
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5 2(d) OR 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,333,333
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
1,333,333
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,333,333 shares of Issuer's Common Stock (1)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
12 INSTRUCTIONS)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.47%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
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PAGE 4 OF 7
SCHEDULE 13D
Item 1.
Security and Issuer.
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The title of the class of securities to which this Schedule 13D
relates is Common Stock ("Issuer Common Stock") of EROX Corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 4034
Clipper Court, Fremont, CA 94538.
Item 2.
Identity and Background.
-----------------------
This statement is filed on behalf of (a) MK GVD Fund, a California
limited partnership engaged in venture capital investments ("MK GVD") and (b) MK
GVD Management, a California limited partnership engaged in venture capital
investments ("GVD Management"). GVD Management is the general Partner of MK
GVD. The general partners of GVD Management are Michael D. Kaufman ("Kaufman")
and Greg Lahann ("Lahann"), each U.S. citizens. The business address for each
of the foregoing is 2471 E. Bayshore Road, Palo Alto, CA 94303.
Kaufman and Lahann are general partners of various venture capital
funds affiliated with MK Global Ventures. The disclosures required by
paragraphs (d) and (e) of this Item 2 are in applicable with respect to persons
identified in this Item 2.
Item 3.
Source and amount of Funds or Other Consideration.
-------------------------------------------------
MK GVD acquired the securities of the Issuer disclosed on the cover
page of this Schedule 13D pursuant to a certain Series AA Preferred Stock
Purchase Agreement by and among the Issuer, Kaufman and MK GVD dated August 19,
1997 (the "Stock Purchase Agreement"). Pursuant to the Stock Purchase
Agreement, MK GVD paid an aggregate of $1,999,999.50 or $1.50 per share for
1,333,333 shares of the Issuer's Series AA Preferred Stock. MK GVD sourced such
consideration from investment partnership funds. Also pursuant to the Stock
Purchase Agreement, Kaufman purchased 100,000 Shares of the Issuer's Series AA
Preferred Stock for an aggregate consideration of $150,000/(1)/. Kaufman
sourced such consideration from personal funds.
Item 4.
Purpose of Transaction.
----------------------
The purpose of the transaction described in Item 3 above was to
acquire securities of the Issuer for investment purposes.
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(1) A Schedule 13G has been filed with the Securities and Exchange Commission
on behalf of Kaufman with respect to such purchase.
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PAGE 5 OF 7
SCHEDULE 13D
Item 5.
Interest in Securities of the Issuer.
------------------------------------
(a) and (b) MK GVD and GVD Management each beneficially own
1,333,333/(2)/ shares of Issuer Common Stock, which constitutes 11.47% of the
outstanding shares of the Issuer. Kaufman, as the controlling general partner
of GVD Management, retains the voting and dispositve power over such shares.
Kaufman disclaims beneficial ownership of such shares except to the extent of
his pecuniary interest therein.
(c) During the past sixty days, the only transactions by the persons
listed in paragraph (a) above involving Issuer Common Stock are described in
Item 3 above and Item 6 below.
(d) Kaufman retains the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the securities to
which this Schedule 13D relates. Kaufman disclaims beneficial ownership of such
shares except to the extent of his pecuniary interest therein.
(e) Inapplicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with
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respect to Securities of the Issuer.
- -----------------------------------
As described in Item 3, MK GVD and Kaufman are parties to the Stock
Purchase Agreement pursuant to which they acquired 1,333,333 and 100,000 shares,
respectively, of the Issuer's Series AA Preferred Stock for an aggregate
consideration of $2,149,999.50. Also in connection with such transaction, MK
GVD is entitled to elect one director of the Issuer.
MK GVD and Kaufman are also parties to a certain Information and
Registration Rights Agreement among the Issuer, Kaufman and MK GVD dated August
19, 1997 (the "Rights Agreement"). Pursuant to the terms of the Rights
Agreement, MK GVD and Kaufman possess certain rights with respect to the
registration of shares of Issuer Common Stock. Under the Registration Rights
Agreement, holders of at least 25% of the Issuer's unregistered Common Stock or
Issuer Common Stock issued or issuable upon conversion or exchange of any of the
Issuer's securities which are convertible into Issuer Common Stock ("Registrable
Securities") may, any time after August 19, 1998, request that the Issuer
prepare and file a registration statement, on a form other than Form S-3 with
respect to all or part of the Registrable Securities, subject to certain
conditions, including the right of the Company to defer such registration for up
to 120 days. Additionally, MK GVD and Kaufman, subject to certain conditions,
have the right to request, at any time after August 19, 1998, registrations on
Form S-3. Further, in the event that the Issuer proposes to register any of its
Common Stock under the Securities Act of 1934, as amended, MK GVD and Kaufman
are entitled to receive notice thereof and to include in such registration all
or part of the Registrable Securities that they hold, subject to certain
conditions, including the right of the underwriters to limit the number of
shares of Issuer Common Stock to be included in such registration and
underwriting.
Item 7.
Materials to be Filed as Exhibits.
---------------------------------
Inapplicable.
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(2) Such Shares of the Issuer's Series AA Preferred Stock are convertible
into an aggregate of 1,333,333 Shares of Issuer Common Stock based on conversion
formulas, as appropriately adjusted, set forth in the Issuer's Certificate of
Incorporation.
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PAGE 6 OF 7
SCHEDULE 13D
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.
Dated September 16, 1997
MK GVD Fund
By: MK GVD Fund Management
General Partner
By: /s/ Michael D. Kaufman
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Michael D. Kaufman
General Partner
MK GVD Management
By: /s/ Michael D. Kaufman
-------------------------------------
Michael D. Kaufman
General Partner
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PAGE 7 OF 7
SCHEDULE 13D
Schedule I Joint Filing Agreement, dated September 16, 1997, among the
signatories to the Schedule 13D.
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1 (f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: September 16, 1997
MK GVD
By: MK GVD Management
General Partner
By: /s/ Michael D. Kaufman
-------------------------------------
Michael D. Kaufman
General Partner
MK GVD Management
By: /s/ Michael D. Kaufman
-------------------------------------
Michael D. Kaufman
General Partner
