<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No._____________)(1)
Spatialight, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
805691 10 2
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(CUSIP Number)
Charles Snow, Esq.
Snow Becker Krauss P.C.
605 Third Avenue, New York, New York 10158-0125
(212) 687-3860
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
July 10, 1996
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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. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
(1) 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 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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________________________________________________________________________________
CUSIP No. 805691 10 2 SCHEDULE 13D Page 2 of 7 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Isidore A. Becker
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
________________________________________________________________________________
| |
| 7 | SOLE VOTING POWER
| | 1,804,000
|_____|__________________________________________________________
NUMBER OF | |
SHARES | 8 | SHARED VOTING POWER
BENEFICIALLY | | 0
OWNED BY |_____|__________________________________________________________
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON WITH | | 1,804,000
|_____|__________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0
_______________|_____|__________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,486,400
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
Page 2 of 7 Pages
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Item 1. Security and Issuer.
This statement (this "Statement") relates to the common stock, par value
$0.01 per share ("Common Stock"), of Spatialight, Inc., a New York corporation
("Spatialight"). The principal executive offices of Spatialight are located at 9
Commercial Blvd., Suite 200, Novato, California 94949.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by Isidore A. Becker ("Mr.
Becker"), whose address is 10155 Collins Avenue, Apt. 1501, Bal Harbour, Florida
33154. Mr. Becker is the Chairman of Shaw Ross International Importers, a
wholly-owned subsidiary of Southern Wine and Spirits, Inc.
(d) During the last five years, Mr. Becker has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Becker has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in 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.
(f) Mr. Becker is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Becker is filing this Statement because the entities which purchased
the Common Stock on Mr. Becker's behalf incorrectly reported the source of funds
for the purchase of the Common Stock and the beneficial owner of the Common
Stock in certain Schedules 13D filed September 6, 1996, July 14, 1997 and
November 30, 1999.
For a period of more than ten (10) years, Mr. Becker engaged Argyle
Capital Management Corporation and its President, Robert A. Olins (collectively,
the "Olins Entities") as his financial advisor pursuant to a written agreement
(the "Agreement") under which the Olins Entities were empowered from time to
time, with Mr. Becker's consent, to make investments on behalf of Mr. Becker.
Under the Agreement, now terminated, the proceeds of such investments when
liquidated are to be used to pay the costs of the investment, and any profit or
loss resulting therefrom are to be divided eighty percent (80%) to Mr. Becker
and twenty percent (20%) to the Olins Entities. Most, but not all such
investments were purchased in Mr. Becker's securities brokerage account over
which the Olins Entities held discretion.
Other than 120,000 shares of Spatialight Common Stock purchased in
market transactions in Mr. Becker's securities brokerage account referred to
below, no Spatialight securities have been recorded in Mr. Becker's name. Of all
the securities of Spatialight referred to below, certificates for only 792,500
shares of Common Stock, and certificates for 792,500 warrants have been
delivered to Mr. Becker. Such certificates were delivered to Mr. Becker in the
Spring of 1999, but Spatialight has refused to transfer the same to Mr. Becker's
name.
Page 3 of 7 Pages
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In July 1996, pursuant to the Olins Entities' advice, and pursuant to
the Agreement, Mr. Becker purchased 1,585,000 shares of the Common Stock and
warrants to purchase an additional 1,585,000 shares for an aggregate purchase
price of $1,790,000. The source of the purchase price was Mr. Becker's personal
funds. The transaction was conducted through two intermediary entities: Jalcanto
Limited, an Isle of Man corporation ("Jalcanto"), which purchased 792,500 shares
of Common Stock and warrants to purchase an additional 792,500 shares on Mr.
Becker's behalf, and Sabotini Limited, an Isle of Man corporation ("Sabotini"),
which also purchased 792,500 shares of Common Stock and warrants to purchase an
additional 792,500 shares on Mr. Becker's behalf. The Common Stock and warrants
purchased in the name of Sabotini in July 1996 are represented by the
certificates Mr. Becker received in the Spring of 1999, mentioned above.
In November 1996, the Issuer issued an additional 275,000 shares of
Common Stock to each of Jalcanto and Sabotini for no additional consideration in
connection with an amendment to the July 1996 agreement to purchase the above
referenced 1,585,000 shares of Common Stock, such additional 550,000 shares
again being held by Jalcanto and Sabotini.
In June 1997, the Issuer issued additional warrants to purchase an
additional 200,000 shares of Common Stock to each of Jalcanto and Sabotini for
no additional consideration in connection with the settlement of a dispute
connected to the July 1996 agreement, such additional 400,000 warrants being
held by Jalcanto and Sabotini.
Commencing in November 1997 and continuing through July 1998, pursuant
to the advice of the Olins Entities, and pursuant to the Agreement, Mr. Becker
loaned amounts totaling $684,000 to Spatialight in exchange for a note in the
amount of $684,000 convertible into 1,368,000 shares of Spatialight Common
Stock. The source of the investment was Mr. Becker's personal funds.
Commencing in April 1997 and continuing through December 1997, Mr.
Becker invested additional amounts totaling $685,000 pursuant to the Agreement
and pursuant to the advice of the Olins Entities for purposes other than the
purchase of Spatialight securities. The source of these investments also was Mr.
Becker's personal funds. The Olins Entities have failed and refused to account
to Mr. Becker for the foregoing $685,000. On information and belief, the Olins
Entities did not use these funds for the purposes intended, but rather used at
least $504,000 of such funds to purchase a note from Spatialight for $504,000
convertible into 1,008,000 shares of Common Stock of Spatialight. Spatialight
did not issue a convertible note in the amount of $684,000 to Mr. Becker for his
investment described in the previous paragraph, but rather issued a note to the
Olins Entities in the amount of $1,188,000 convertible into 2,376,000 shares of
Spatialight Common Stock. Mr. Becker has commenced an action in the Supreme
Court of the State of New York, New York County against Spatialight and the
Olins Entities to recover damages, including a claim that Mr. Becker is not only
entitled to the benefit of the investment of the $684,000 he invested with
Spatialight, but also the investment of the $504,000 by the Olins Entities plus
interest on the $1,188,000 note, whether paid in
Page 4 of 7 Pages
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cash or in kind. Mr. Becker also claims ownership of 100% of the investments
made on the advice of the Olins Entities by reason of the failure of the Olins
Entities to observe their fiduciary duties to Mr. Becker. Mr. Becker commenced
an action in the High Court of Justice on the Isle of Man against Jalcanto and
Sabotini, and on January 26, 2000, obtained an injunction from the Chancery
Division preventing transfer of the assets of such entities.
From April 1998 to June 1999, pursuant to advice from the Olins Entities
and pursuant to the Agreement, Mr. Becker purchased 120,000 shares of Common
Stock of Spatialight in market transactions in his securities brokerage account,
over which the Olins Entities have discretion.
Item 4. Purpose of Transaction.
Except as otherwise described herein, Mr. Becker does not have any plans
or proposals as of the date hereof which relate to or would result in (a) the
acquisition by any person of additional securities of Spatialight or the
disposition of any such securities, (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving Spatialight or any of
its subsidiaries, (c) a sale or transfer of a material amount of assets of
Spatialight or any of its subsidiaries, (d) any change in the present board of
directors or management of Spatialight, (e) any material change in the present
capitalization or dividend policy of Spatialight, (f) any other material change
in Spatialight's business or corporate structure, (g) any change in
Spatialight's charter or By-laws or other actions which may impede the
acquisition of control of Spatialight by any person, (h) causing a class of
securities of Spatialight to be de-listed from any national securities exchange
or to cease to be authorized to be quoted on an inter-dealer quotation system of
a registered national securities association, (i) causing a class of equity
securities of Spatialight to be eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act, or (j) any action similar to
those enumerated in (a) through (i) above.
Other than the exercise of warrants or conversion of notes, Mr. Becker
has no plans to acquire any other securities of Spatialight.
Page 5 of 7 Pages
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Item 5. Interest in Securities of the Issuer.
(a) - (b) At the date of this Statement, without giving effect to Mr.
Becker's claims in litigation, Mr. Becker claims beneficial ownership of the
following:
<TABLE>
<CAPTION>
Source of shares of Common Stock Beneficial Ownership Claimed (%) Beneficial Ownership Claimed (#)
<S> <C> <C>
- ---------------------------------------- ------------------------------------- -------------------------------------
792,500 shares (Jalcanto) 80% 634,000
792,500 warrants (Jalcanto) 80% 634,000
792,500 shares (Sabotini) 80% 634,000
792,500 warrants (Sabotini) 80% 634,000
- ---------------------------------------- ------------------------------------- -------------------------------------
275,000 shares (Jalcanto) 80% 220,000
200,000 warrants (Jalcanto) 80% 160,000
275,000 shares (Sabotini) 80% 220,000
200,000 warrants (Sabotini) 80% 160,000
- ---------------------------------------- ------------------------------------- -------------------------------------
$684,000 of $1,188,000 note
(Olins Entities) 80% 1,094,400
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120,000 shares (market transactions) 80% 96,000
======================================== ===================================== =====================================
Total ............................................................... 4,486,400
</TABLE>
This represents approximately 33.8% of the total number of the issued and
outstanding shares of Common Stock (based upon information contained in the
Issuer's Form 10-QSB for the period ended September 30, 1999, which reported
that there were 13,288,258 shares of Common Stock issued and outstanding as of
November 1, 1999).
(c) Except as described herein, Mr. Becker has not effected any
transaction in the Issuer's Common Stock during the past 60 days.
(d) and (e) N/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as otherwise herein described, there exists no contract,
arrangement, understanding or relationship (legal or otherwise) between Mr.
Becker and any other person or entity with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Notwithstanding the foregoing, Mr. Becker has an agreement with the
Olins Entities, to pay to the Olins Entities a performance based fee interest in
an amount equal to 20% of the net profit or loss realized on Spatialight
securities owned by Mr. Becker. This agreement does not grant the Olins
Page 6 of 7 Pages
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Entities, or any other entity, the right to direct the receipt of dividends
from, or the proceeds from the sale of, such securities, and creates no
relationship with respect to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, or the giving or withholding of proxies. Mr. Becker
believes that this agreement has been reduced to writing; Mr. Becker has
misplaced his copy of such writing, and will file it as an amendment hereto when
found.
With the exception of the 120,000 shares of Common Stock acquired in
market transactions, all of Mr. Becker's beneficial interests in Spatialight
securities (including the Common Stock) which this Statement describes are
currently in dispute. The arrangements pursuant to which Jalcanto, Sabotini and
the Olins Entities acquired Spatialight securities on Mr. Becker's behalf have
not been reduced to writing.
Item 7. Material to be Filed as Exhibits.
None.
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.
Dated: February 2, 2000
/s/ Isidore A. Becker
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Isidore A. Becker
Page 7 of 7 Pages
