<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS FILED PURSUANT TO 13d-2(a)
Netpliance, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
64115K103
--------------------------------------------------------------------------------
(CUSIP Number)
John F. McHale
7501B N. Capital of Texas Hwy.
Austin, Texas 78731
(512) 681-8300
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 15, 2000
--------------------------------------------------------------------------------
(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. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 5 pages)
_______________
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 purposes 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>
===============================================================================
SCHEDULE 13D
CUSIP NO. 64115K 10 3 Page 2 of 5 Pages
-----------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
John F. McHale
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
PF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
15,914,095*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
15,914,095*
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
15,914,095*
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.3%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
IN
------------------------------------------------------------------------------
*Includes an aggregate of 315,720 shares held in trust for the benefit of family
members of Mr. McHale.
<PAGE>
ITEM 1. SECURITY AND ISSUER
The securities to which this statement relates is the common stock, $.01 par
value (the "Common Stock") of Netpliance Inc., a Delaware corporation (the
"Issuer"), the principal executive offices of which are located at 7501B North
Capital of Texas Highway, Austin, Texas 78731.
ITEM 2. IDENTITY AND BACKGROUND
1. (a) This statement is being filed by John F. McHale (referred to
herein as the "Reporting Person" or "Mr. McHale").
(b) The business address of the Reporting Person is 7501B North Capital of
Texas Highway, Austin, Texas 78731.
(c) The present principal occupation of the Reporting Person is private
investor and Chief Executive Officer, director and Chairman of the
Board of Directors of the Issuer.
(d) In the past five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) In the past five years, the Reporting Person has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction where as a result of such proceeding the Reporting Person
was or is subject to 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) The place of citizenship of the Reporting Person is the United States
of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. McHale acquired 88,000 shares of Common Stock on Wednesday, November 15,
2000 for an aggregate purchase price of $109,102 (or $1.2398 per share), 12,000
shares on Thursday, November 16, 2000 for an aggregate purchase price of $17,508
(or $1.459 per share), 86,000 shares of Common Stock on Friday, November 17,
2000 for an aggregate purchase price of $141,542 (or $1.647 per share) and
120,000 shares of Common Stock on Monday, November 20, 2000 for an aggregate
purchase price of $181,092 (or $1.5091 per share). These shares were purchased
with Mr. McHale's personal funds.
ITEM 4. PURPOSE OF TRANSACTION
Mr. McHale acquired the Common Stock for investment purposes.
Mr. McHale does not have any plans or proposals of the type referred to in
clauses (a) through (j) of Item 4 on Schedule 13D.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. McHale beneficially owns 15,914,095 shares of Common Stock of the Issuer
(constituting 26.3% of the issued and outstanding shares of Common Stock of the
Issuer as of the date of this Schedule 13D), which consists of 15,598,375 shares
held of record by Mr. McHale, and an aggregate of 315,720 shares held in trust
for the benefit of family members of Mr. McHale.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. McHale is a party to an investors rights agreement with the Issuer which
grants him registration rights for registration under the Securities Act of
1993, as amended, with respect to 100,002 shares of Common Stock acquired by Mr.
McHale in a private placement. The foregoing is only a summary of the investors
rights agreement and is qualified in its entirety by reference to such
agreement, a copy of which is filed as Exhibit 4.2 to the Issuer's Registration
Statement on Form S-1 dated December 23, 1999, as amended.
Mr. McHale is also party to a voting agreement in which he agreed to vote his
shares of Common Stock in favor of the nominee for the Issuer's Board of
Directors nominated by U S West Internet Ventures, Inc. The foregoing is only a
summary of the voting agreement and is qualified in its entirety by reference to
such agreement, a copy of which is filed as Exhibit 10.10 to the Issuer's
Registration Statement on Form S-1 dated December 23, 1999, as amended.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following is filed as an exhibit to this Statement on Schedule 13D.
Exhibit 99.1 Amended and Restated Rights Agreement among the Issuer and
Watershed Capital L.L.P. and John F. McHale dated as of December
3, 1999 (filed as Exhibit 4.2 to the Issuer's Registration
Statement on Form S-1 dated December 23, 1999, as amended, and
incorporated herein by reference)
Exhibit 99.2 Voting Agreement among the Issuer, U S West Internet Ventures,
Inc., John F. McHale and Kent A. Savage dated December 22, 1999
(filed as Exhibit 10.10 to the Issuer's Registration Statement on
Form S-1 dated December 23, 1999, as amended, and incorporated
herein by reference)
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 as of November 21, 2000.
By: /s/ John F. McHale
-------------------------------------------
John F. McHale
<PAGE>
EXHIBIT INDEX
Exhibit 99.1 Amended and Restated Rights Agreement among the Issuer and
Watershed Capital L.L.P. and John F. McHale dated as of December
3, 1999 (filed as Exhibit 4.2 to the Issuer's Registration
Statement on Form S-1 dated December 23, 1999, as amended, and
incorporated herein by reference)
Exhibit 99.2 Voting Agreement among the Issuer, U S West Internet Ventures,
Inc., John F. McHale and Kent A. Savage dated December 22, 1999
(filed as Exhibit 10.10 to the Issuer's Registration Statement on
Form S-1 dated December 23, 1999, as amended, and incorporated
herein by reference)
