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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. )*
NETWORK COMPUTING DEVICES, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
- -------------------------------------------------------------------------------
64120N100
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(CUSIP Number)
- -------------------------------------------------------------------------------
Not Applicable
- -------------------------------------------------------------------------------
(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 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 (the "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>
CUSIP No. 64120N100 SCHEDULE 13G
SCHEDULE 13G
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON (ENTITIES ONLY)
Alan J. Andreini
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 819,800
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 211,400
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 819,800
8 SHARED DISPOSITIVE POWER
211,400
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,031,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
This statement on Schedule 13G (this "Statement") is being filed by
Alan J. Andreini (the "Reporting Person") and relates to the common stock,
par value $.001 per share (the "Common Stock"), of Network Computing
Devices, Inc. (the "Issuer"). This Statement reflects ownership of Common
Stock of the Issuer by the Reporting Person for his own account and by
persons for whom the Reporting Person exercises trading authority. As of
July 2, 1999, the Reporting Person's account held 779,400 shares of Common
Stock. The Reporting Person is currently authorized to exercise trading
authority over: (i) an account of the Kiskiminetas Springs School (the
"School") at PaineWebber, which as of July 2, 1999 held 170,000 shares of
Common Stock; (ii) the account of The Andreini Foundation (the
"Foundation"), which as of July 2, 1999 held 38,400 shares of Common Stock;
(iii) the account of John D. Andreini (who is deceased) and Blanche M.
Andreini (the "Parents") at Cheevers Hand & Angeline, Inc., which as of
July 2, 1999 held 41,400 shares of Common Stock; and (iv) an account at
Piper Jaffray, Inc. for the benefit of Alan J. Andreini, Jr. (the "Son"),
under Illinois Uniform Transfers to Minors Act, which as of July 2, 1999
held 2,000 shares of Common Stock. Pursuant to the rules promulgated under
the federal securities laws, the Reporting Person may be deemed to be the
beneficial owner of the Common Stock owned by each such person because the
Reporting Person has shared investment and voting power in respect of the
account of the School and the account of the Parents, and has sole
investment and voting power in respect of the Foundation and of the account
of the Son. The Reporting Person disclaims beneficial ownership of the
Common Stock held by the School, the Parents, the Foundation and the Son.
This Schedule 13G amends the statement on Schedule 13D filed by the
Reporting Person on July 2, 1999. The percentages reported herein, are, in
each case, based on there being 16,045,933 shares of Common Stock currently
outstanding as reported in the Form 10-Q of the Issuer filed on May 13,
1999.
ITEM 1(A). NAME OF ISSUER:
Network Computing Devices, Inc. (the "Issuer")
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
350 North Bernardo Avenue, Mountain View, CA 94043
ITEM 2(A). NAME OF PERSON FILING:
Alan J. Andreini (the "Reporting Person")
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
395 Hudson Street, New York, NY 10014
ITEM 2(C). CITIZENSHIP:
United States
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.001 per share
ITEM 2(E). CUSIP NUMBER:
64120 N100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(B), OR 13D-2(B)
OR (C0, CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.240.13d
1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G).
(h) [ ] A saving associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss.240.13d-1(c),
check this box [X].
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 1,031,200
(b) Percent of class: 6.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 819,800
(ii) Shared power to vote or to direct the vote: 211,400
(iii) Sole power to dispose or to direct the disposition
of: 819,800
(iv) Shared power to dispose or to direct the disposition
of: 211,400
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 than five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The School and the Foundation, respectively, have had the right
to receive and the power to direct the receipt of dividends from, and the
proceeds from the sale of, the Common Stock held in their respective
accounts. Blanche M. Andreini has the right to receive, and the power to
direct the receipt of dividends from, and the proceeds from the sale of,
the Common Stock held in the Parents' account at Cheevers Hand & Angeline
Inc. The Son has the right to receive dividends from, and the proceeds from
the sale of, the Common Stock held in the Son's account at Piper Jaffray in
accordance with the Illinois Uniform Transfers to Minors Act. None of such
accounts has an interest of more than 5% of the outstanding Common Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATIONS.
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 the purpose or
effect.
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.
/s/ ALAN J. ANDREINI
---------------------------------
Alan J. Andreini
Date: July 2, 1999
