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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CORE, INC.
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(Name of Issuer)
COMON STOCK, $.10 PAR VALUE
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(Title of Class of Securities)
21867P102
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(CUSIP Number)
September 27, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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).
Page 1 of 6 Pages
<PAGE>
CUSIP No. 21867P102
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1. NAMES OF REPORTING PERSONS. NEIL GAGNON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|_|
(b)|X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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Number of 5. SOLE VOTING POWER
439,752
Shares
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Beneficially 6. SHARED VOTING POWER
244,450
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Owned by 7. SOLE DISPOSITIVE POWER
439,752
Each Reporting
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Person With 8. SHARED DISPOSITIVE POWER
799,877
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,239,629
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.6
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12. TYPE OF REPORTING PERSON
IN
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Page 2 of 6 Pages
<PAGE>
SCHEDULE 13G
Item 1(a). Name of Issuer:
Core, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
18881 Von Karman Avenue
Irvine, CA 92612
Item 2(a). Name of Person Filing:
Neil Gagnon
Item 2(b). Address of Principal Business Office or, If None, Residence:
1370 Avenue of the Americas
Suite 2002
New York, NY 10019
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, par value $.10 per share.
Item 2(e). CUSIP Number:
21867P102
Item 3. Type of Reporting Person:
Not applicable
Page 3 of 6 Pages
<PAGE>
Item 4. Ownership:
Neil Gagnon
(a) Amount Beneficially Owned:
As of September 27, 2000, Neil Gagnon beneficially owned
1,239,629 shares of Common Stock of Core, Inc., which
amount includes 439,752 shares owned by Mr. Gagnon;
79,275 shares held by The Lois E. and Neil J. Gagnon
Foundation Inc. (the "Gagnon Foundation"), a charitable
foundation of which Mr. Gagnon and his wife are trustees;
37,150 shares held by Gagnon Family Partnership II, L.P.
(the "Gagnon Partnership"), of which Mr. Gagnon and his
wife are the general partners; 27,525 shares held by the
Gagnon 1999 Grandchildren's Trust (the "Gagnon Trust");
128,025 shares owned by Mr. Gagnon's wife; and 527,902
shares held by certain customers of Gagnon Securities
LLC, who have granted Mr. Gagnon discretionary trading
authority with respect to such shares.
(b) Percentage of Class:
13.6% beneficially owned by Mr. Gagnon. Calculation of
percentage of beneficial ownership is based on 9,089,064
shares of the Issuer's Common Stock outstanding on August
11, 2000 as reported by the Issuer on its Form 10-Q for
the fiscal quarter ended June 30, 2000.
(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or direct the vote:
439,752 shares of Common Stock
(ii) shared power to vote or direct the vote:
244,450 shares of Common Stock
Page 4 of 6 Pages
<PAGE>
(iii) sole power to dispose or direct the disposition of:
439,752 shares of Common Stock
(iv) shared power to dispose or direct the disposition of:
799,877 shares of Common stock
Items 5-9. Not applicable.
The filing of this statement by the Reporting Person shall not be deemed an
admission that he beneficially owns the securities reported herein as held in
customer accounts at Gagnon Securities LLC or by the Foundation or the Trust.
Mr. Gagnon expressly disclaims beneficial ownership of all securities held in
such customer accounts or by the Foundation or the Trust.
Item 10. Certification:
By signing below, I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purpose or effect.
Page 5 of 6 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my and belief, I certify that
the information set forth in this statement is true, complete and correct.
Date: January 16, 2001
/s/ Neil Gagnon
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Neil Gagnon
Page 6 of 6 Pages
