SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
DIALOGIC CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
252499 10 8
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(CUSIP Number)
*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 ("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.)
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CUSIP No. 252449 10 8
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
James J. Shinn
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)*
(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
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5 SOLE VOTING POWER
NUMBER OF 1,456,550
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SHARES 6 SHARED VOTING POWER
99,000 -- held by trusts for the benefit of Mr.
Shinn's children
BENEFICIALLY
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7 SOLE DISPOSITIVE POWER
OWNED BY 1,456,550
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EACH REPORTING 8 SHARED DISPOSITIVE POWER
99,000 (See box 6 above)
PERSON WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,555,550
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0%
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12 TYPE OF REPORTING PERSON*
IN
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INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1) Names and Social Security Numbers of Reporting Persons--Furnish the
full legal name of each person for whom the report is filed--i.e., each
person required to sign the schedule itself--including each member of a
group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons are
also requested to furnish their Social Security or I.R.S.
identification numbers, although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13G", below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and such membership is expressly affirmed,
please check row 2(a). If the membership in a group is disclaimed or
the reporting person describes a relationship with other persons but
does not affirm the existence of a group, please check row 2(b) [unless
a joint filing pursuant to Rule 13d-1(e)(1) in which case it may not be
necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization--Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish place
of organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc.--Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All
percentages are to be rounded off to the nearest tenth (one place after
decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange
Act of 1934.
(12) Type of Reporting Person--Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and
place the appropriate symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover page as are needed,
one reporting person per page. Filing persons may, in order to avoid
unnecessary duplication, answer items on the schedules (Schedule 13D, 13G
or 14D-I) by appropriate cross references to an item or items on the cover
page(s). This approach may only be used where the cover page item or items
provide all the disclosure required by the schedule item. Moreover, such a
use of a cover page item will result in the item becoming a part of the
schedule and accordingly being considered as "filed" for purposes of
Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed
in the Commission's regulations and meet existing Securities Exchange Act
rules as to such matters as clarity and size (Securities Exchange Act Rule
12b-12).
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SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for Social Security or I.R.S. identification numbers, disclosure of which
is voluntary. The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners of certain
equity securities. This statement will be made a matter of public record.
Therefore, any information given will be available for inspection by any member
of the public.
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. Social Security
or I.R.S. identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for Social Security or I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements containing the information required by this schedule shall be
filed not later than February 14 following the calendar year covered by the
statement or within the time specified in Rule 13d-1(b)(2), if applicable.
B. Information contained in a form which is required to be filed by rules
under section 13 (f) (15 U. S. C. 78m(f)) for the same calendar year as
that covered by a statement on this schedule may be incorporated by
reference in response to any of the items of this schedule. If such
information is incorporated by reference in this schedule, copies of the
relevant pages of such form shall be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but the text
of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without referring
to the text of the items. Answer every item. If an item is inapplicable or
the answer is in the negative, so state.
Item 1.
(a) Name of Issuer
Dialogic Corporation
(b) Address of Issuer's Principal Executive Offices
1515 Route 10
Parsippany, New Jersey 07054
Item 2.
(a) Name of Person Filing
James J. Shinn
(b) Address of Principal Business Office or, if none, Residence
c/o Dialogic Corporation
1515 Route 10
Parsippany, New Jersey 07054
(c) Citizenship
U.S.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
252499 10 8
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing 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) lnsurance 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
ss.240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)(G) (Note:
See Item 7)
(h) Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
If the percent of the class owned, as of December 31,1995*, or as of the
last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and identify those
shares which there is a right to acquire.
(a) Amount Beneficially Owned
1,555,550
(b) Percent of Class
10.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1,456,550
(ii) shared power to vote or to direct the vote
99,000 (held in trust for the benefit of Mr. Shinn's children)
(iii) sole power to dispose or to direct the disposition of
1,456,550
(iv) shared power to dispose or to direct the disposition of
99,000 (held in trust for the benefit of Mr. Shinn's children)
Instruction: For computations regarding securities which represent a right
to acquire an underlying security see Rule 13d-3(d)(1).
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. N/A
Instruction: Dissolution of a group requires a response to this item.
* The purpose of filing this Amendment No. 2 to Schedule 13G is to
correctly reflect the fact that, as of December 31, 1995, Mr. Shinn beneficially
owned 1,555,550 shares of Dialogic Corporation. Amendment No. 1 to Mr. Shinn's
Schedule 13G, dated February 13, 1996, incorrectly stated that, as of December
31, 1995, Mr. Shinn benefically owned 1,545,550 shares.
<PAGE>
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary. N/A
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group. N/A
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5. N/A
Item 10. Certification
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
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.
November 25, 1996
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Date
JAMES J. SHINN
By:/s/Peter Ehrenberg
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Signature
Peter Ehrenberg, Attorney-in-Fact
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Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Six copies of this statement, including all exhibits, should be filed
with the Commission.
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Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
