UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
NEXT LEVEL COMMUNICATIONS, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
65333U 10 4
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(CUSIP Number)
December 30, 1999
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(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)
[ ] Rule 13d-1(c)
[X] 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
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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
<PAGE>
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CUSIP No. 65333U 10 4
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1. NAME OF REPORTING PERSON
Kevin B. Kimberlin
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States Citizen
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NUMBER OF 5. SOLE VOTING POWER 10,976,011
SHARES -------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY -------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER 10,976,011
REPORTING -------------------------------------------------------------
PERSON WITH 8. SHARED DISPOSITIVE POWER 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,976,011
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9%
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12. TYPE OF REPORTING PERSON
IN
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Item 1.
(a) Name of Issuer:
Next Level Communications, Inc.
(b) Address of Issuer's Principal Executive Offices:
6085 State Farm Drive
Rohnert Park, CA 94928
Item 2.
(a) Name of Person Filing:
Kevin B. Kimberlin
(b) Address of Principal Business Office:
c/o 535 Madison Avenue, 18th Floor
New York, NY 10022
(c) Citizenship:
Kevin B. Kimberlin is a citizen of the United
States.
(d) Title of Class of Securities:
Common Stock, $.01 par value
(e) CUSIP Number:
65333U 10 4
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<PAGE>
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c), check the status of the person filing
Not applicable.
Item 4. Ownership
(a) Amount beneficially owned:
10,976,011
(b) Percent of class:
12.9%
(c) Number of shares as to which the person has
(i) Sole power to vote or to direct the vote:
10,976,011
(ii) Shared power to vote or direct the vote:
0
(iii)Sole power to dispose or direct the
disposition of:
10,976,011
(iv) Shared power to dispose or to direct the
disposition of:
0
Kevin Kimberlin Partners, LP, a Delaware limited partnership
("KKP"), of which the reporting person is the sole general
partner, received, in December 1999, a distribution of
4,438,540 shares of the Issuer's common stock from Spencer
Trask Investors LLC, a Delaware limited liability company
("STI"). STI had distributed, in December 1999, all of its
5,863,329 shares of the Issuer's common stock and, in November
1999, all of its 8,480,102 warrants to purchase the common
stock of the Issuer pro rata to its members (collectively, the
"Distribution"), including 6,419,437 warrants of KKP.
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<PAGE>
Of the shares of common stock received, KKP (i) donated 5,400
shares to various charitable organizations in December 1999
and (ii) sold 20,000 shares, at a deemed price of $10.00 per
share, to a consultant to KKP, as compensation for services
rendered pursuant to an earlier agreement.
In a recapitalization, KKP distributed the 6,419,437 warrants
pro rata to its partners. The partners formed a Texas limited
partnership (the "Partnership"), of which the reporting person
is a general partner, and exchanged the warrants as
consideration for their limited partnership interests in the
Partnership.
Spencer Trask Holdings, Inc. ("STH") received a pro rata
distribution of 58,633 shares of common stock of the Issuer
pursuant to the Distribution. STH also received a pro rata
distribution of 84,801 warrants to purchase common stock of
the Issuer pursuant to the Distribution. The reporting person
is the controlling shareholder of STH. STH later contributed
such shares and warrants to Spencer Trask Securities,
Incorporated, its wholly-owned subsidiary.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
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 or Control
Person
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
Not Applicable.
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<PAGE>
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 15, 2000
/s/ Kevin B. Kimberlin
__________________________________
Kevin B. Kimberlin
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