OBJECTIVE SYSTEMS INTEGRATORS INC
SC 13G/A, 1999-03-31
PREPACKAGED SOFTWARE
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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)*


                      Objective Systems Integrators, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                         Common Stock, $.001 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                  674424 10 6
- --------------------------------------------------------------------------------
                                 (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 6
<PAGE>
 
- -----------------------                                      -------------------
 CUSIP No. 674424 10 6                13G                     Page 2 of 6 Pages
- -----------------------                                      -------------------

- --------------------------------------------------------------------------------
  1  NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Tom L. Johnson
- --------------------------------------------------------------------------------
  2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a)   [_]
                                                                     (b)   [_]
- --------------------------------------------------------------------------------
  3  SEC USE ONLY

- --------------------------------------------------------------------------------
  4  CITIZENSHIP OR PLACE OF ORGANIZATION

     Nevada
- --------------------------------------------------------------------------------
                  5  SOLE VOTING POWER
                                                                               
                     5,427,799                                                
               -----------------------------------------------------------------
   NUMBER OF      6  SHARED VOTING POWER                                       
    SHARES                                                                      
 BENEFICIALLY        -0-
   OWNED BY    -----------------------------------------------------------------
     EACH         7  SOLE DISPOSITIVE POWER
  REPORTING                           
 PERSON WITH         5,427,799   
               -----------------------------------------------------------------
                  8  SHARED DISPOSITIVE POWER

                     -0-
- --------------------------------------------------------------------------------
  9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     5,427,799
- --------------------------------------------------------------------------------
 10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
- --------------------------------------------------------------------------------
 11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
     15.3%
- --------------------------------------------------------------------------------
 12  TYPE OF REPORTING PERSON*
 
     IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
 
CUSIP No. 674424 10 6                                         Page 3 of 6 Pages

Item 1.

     (a)  Name of Issuer:  Objective Systems Integrators, Inc.

     (b)  Address of Issuer's Principal Executive Offices:  100 Blue Ravine Road
          Folsom, CA 95630
 
Item 2.

     (a)  Name of Person Filing: This statement is being filed by Tom L.
          Johnson (the "Reporting Person"). The shares of Common Stock
          indicated in No. 9 on page 2 of this statement are hereinafter
          referred to as "the Reported Shares." Reporting Person is the
          manager of Johnson L.L.C., a Colorado limited liability company (the
          "LLC"), and has sole voting and investment power over shares of Common
          Stock held by the LLC. Reporting Person is the spouse of Donna R.
          Johnson and has sole voting and investment power over shares of 
          Common Stock held by Donna R. Johnson .

          Johnson L.L.C. beneficially owns 328,789 shares of Common Stock.
          The LLC's beneficial ownership of those shares of Common Stock is
          direct. Donna R. Johnson beneficially owns 2,549,505 shares of Common
          Stock, which beneficial ownership is direct. The Reporting Person
          beneficially owns, by direct ownership, 2,549,505 shares of Common
          Stock (the "Direct Shares"). Reporting Person's beneficial ownership
          of the remainder of the Reported Shares is indirect as a result of his
          control of the LLC and his familial relationship with Donna R.
          Johnson. The beneficial ownership of Reporting Person is reported
          because Rule 13d-1(a) and (b) under the Securities Exchange Act of
          1934, as amended, requires any person who is "directly or indirectly"
          the beneficial owner of more than five percent of any equity security
          of a specified class to file a Schedule 13G within the specified time
          period. The answers in blocks 6, 8, 9 and 11 on pages 3 and 4 above
          and in response to item 4 by Reporting Person are given on the basis
          of the Reporting Person's direct ownership of the Direct Shares as
          well as on the basis of the "indirect" beneficial ownership referred
          to in such Rule, based on the direct beneficial ownership of Common
          Stock by the LLCs and Donna R. Johnson and the relationships of
          Reporting Person to the LLCs and Donna R. Johnson referred to above.

          In addition to reflecting the result of transactions which occurred
          during 1998, this amendment corrects amendment no. 1 which (1)
          reflected the results of several transfers which were later determined
          to be defective (and accordingly were never completed) as a matter of
          state law and (2) reflected that Mr. Johnson had sole voting and
          investment power over 3,801,980 shares held in certain limited
          liability companies over which Mr. Johnson has neither voting nor
          investment power.
<PAGE>
 
CUSIP No. 674424 10 6                                         Page 4 of 6 Pages

     (b)  Address of Principal Business Office or, if none, Residence

          Reporting Person's  Principal Business office is located at:  865
          Tahoe Blvd., Suite 203, Incline Village, NV 89451

          Shareholder's Principal Business office is located at: 2676 West Alamo
          Avenue, Littleton, CO 80120

     (c)  Citizenship:

          Reporting Person is a United States citizen.

          The LLCs are Colorado limited liability companies.

          Donna R. Johnson is a United States citizen.

     (d)  Title of Class of Securities:  Common Stock, $.001 par value
 
     (e)  CUSIP Number:  674424 10 6

 
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)  [_]  Patent 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)
<PAGE>
 
CUSIP No. 674424 10 6                                         Page 5 of 6 Pages

Item 4.   Ownership

     (a)  Amount Beneficially Owned: Reporting Person indirectly owns
          2,878,294 shares of Common Stock and directly owns 2,549,505 shares
          of Common Stock.

     (b)  Percent of Class:  15.3%

     (c)  Number of shares as to which such person has:

               (i)   sole power to vote or to direct the vote:  5,427,799*
              (ii)   shared power to vote or to direct the vote:  -0-
             (iii)   sole power to dispose or direct the disposition
                     of: 5,427,799*
              (iv)  shared power to dispose or direct the disposition of: -0-

             *See Item 2 for the entities in which the shares are held.
 
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  [_].


Item 6.   Ownership of More than Five Percent on Behalf of Another Person.

          Not applicable.

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.
<PAGE>
 
CUSIP No. 674424 10 6                                         Page 6 of 6 Pages

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.

 
 
                                                    March 18, 1999
                                       -----------------------------------------
                                                          Date


                                                     /s/ Tom L. Johnson
                                       -----------------------------------------
                                                        Signature


                                       Tom L. Johnson/Co-Chief Executive Officer
                                       -----------------------------------------
                                                        Name/Title


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