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OMB Number: 3235-0145
Expires: December 31, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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EROX CORPORATION
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
296022106
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(CUSIP NUMBER)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing of this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
SEC 1745 (2-95)
Page 1 of 5 Pages
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CUSIP NO. 296022106 13G/A PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael D. Kaufman
###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
INAPPLICABLE
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
UNITED STATES
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SOLE VOTING POWER
5
NUMBER OF 215,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
2,000,000
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 215,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
2,000,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,215,000 SHARES OF ISSUER'S COMMON STOCK/1/
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
INAPPLICABLE
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
18.89%
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TYPE OF REPORTING PERSON*
12
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 296022106 PAGE 3 OF 5 PAGES
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ITEM 1.
(a) Name of Issuer EROX CORPORATION
(b) Address of Issuer's Principal Executive Offices 4034 CLIPPER COURT
FREMONT, CA 94538
ITEM 2.
(a) Name of Person Filing MICHAEL D. KAUFMAN
(b) Address of Principal Business Office or, if none,
Residence 2471 E. BAYSHORE RD
PALO ALTO, CA 94303
(c) Citizenship UNITED STATES
(d) Title of Class of Securities COMMON STOCK
(e) CUSIP Number 296022106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON IS A:
(a) [_] Broker or Dealer registered under Section 15 of the Act
(b) [_] Bank as defined in section 3(a)(6) of the Act
(c) [_] Insurance Company as defined in section 3(a)(19) of the Act
(d) [_] Investment Company registered under section 8 of the Investment
Company Act
(e) [_] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [_] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund, see (S)240.13d-1(b)(1)(ii)(F) (g) [_] Parent
Holding Company, in accordance with (S)240.13d-1(b)(ii)(G) (Note:
See Item 7)
(h) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned 2,215,000/1/
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/1/ Includes: (i) 666,667 shares of Common Stock held by entity over which
Reporting Person exercises voting and dispository control (Reporting Person
disclaims beneficial ownership of such shares, except to the extent of his
pecuniary interest therein); (ii) 16,000 shares of Common Stock which the
Reporting
(continued...)
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CUSIP NO. 296022106 PAGE 4 OF 5 PAGES
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(b) Percent of Class 18.89%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 215,000
(ii) shared power to vote or to direct the vote 2,000,000
(iii) sole power to dispose or direct the disposition of 215,000
(iv) shared power to dispose or direct the disposition of 2,000,000
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more that
five percent of the class of securities, check the following [_].
INAPPLICABLE
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
666,667 Shares of Common Stock reported to be beneficially owned by
Michael Kaufman are owned by MK Global Ventures II, a California Limited
Partnership ("MKGV II") of which MK Global Management II, a California Limited
Partnership (MKGV II) is the sole general partner; Michael Kaufman is a general
partner of MKGV II. MKGV II (and not Michael Kaufman) has the right to receive
the dividends from, and the proceeds from the sale of, all shares owned by MKGV
II, and Michael Kaufman hereby disclaims beneficial ownership of all shares
owned by MKGV II, except to the extent of his pecuniary interest therein. 16,000
Shares reported to be beneficially owned by Michael Kaufman are jointly owned
with his spouse.
1,333,333 Shares of the Issuer's Series AA Preferred Stock reported to
be beneficially owned by Michael Kaufman are held by MK GVD Fund, a California
limited Partnership ("MK GVD") over which Michael Kaufman exercises voting and
dispository control. Michael Kaufman disclaims beneficial ownership of such
Shares except to th extent of his pecuniary interest therein.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
INAPPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
INAPPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
INAPPLICABLE
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/1/ (...continued)
Person holds jointly with his spouse (iii) 1,333,333 shares of the Issuer's
Series AA Preferred Stock held by entity over which Reporting Person exercises
voting and dispository control (Reporting Person disclaims beneficial ownership
of such shares, except to the extent of his pecuniary interest therein) and (iv)
100,000 Shares of Issuer's Series AA Preferred Stock.
The shares of the Issuer's Series AA Preferred Stock referenced above are
convertible into an aggregate of 1,433,333 shares of the Issuer's Common Stock
based upon conversion formulas, as appropriately adjusted, set forth in the
Issuer's Certificate of Incorporation).
Does not include 92,000 Shares of Common Stock held by spouse of Reporting
Person.
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CUSIP NO. 296022106 PAGE 5 OF 5 PAGES
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ITEM 10.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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.
September 10, 1997
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Date
/s/ Michael D. Kaufman
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Signature
Michael D. Kaufman
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Name/Title
