UNITED STATES
SECURITIES AND EXHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 3)*
WOODROAST SYSTEMS, INC.
(Name of Issuer)
Common Stock, par value $.005
(Title of Class of Securities)
979899309
(CUSIP Number)
Sheldon Jacobs, Chrmn./CEO 10250 Valley View Rd.
Eden Prairie MN 55344 (612)944-5113
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 19, 1997
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See rule 13d-7.)
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.
*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 and
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).
CUSIP NO.979899309 SCHEDULE 13D
1. NAME OF THE REPORTING PERSON
S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEVEN T. NEWBY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7. SOLE VOTING POWER
SHARES 345,500 shares
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0- shares
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 345,500 shares
PERSON 10. SHARED DISPOSITIVE POWER
WITH -0- shares
11. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH
REPORTING PERSON
345,500 shares
12. CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES *[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.15%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
The purpose of this filing is to serve as Amendment No. 3 to the Schedule
13D filed by Steven T. Newby with respect to his beneficial ownership of the
common stock, $.005 par value per share (the "Common Stock"), of
Woodroast Systems, Inc. (the "Issuer") on December 7, 1995, as amended
by Amendment No. 1 thereto filed on December 20, 1995 and by
Amendment No. 2 thereto filed on January 30,1996.
ITEM 1. Security and Issuer
Woodroast Systems, Inc. Common Stock
Par Value $0.005 per share
10250 Valley View Road, Suite 145
Eden Prairie, MN 55344
ITEM 2. Identity and Background
A) Steven T. Newby
B) 6116 Executive Boulevard, Suite 701
Rockville, MD 20852
C) Broker/Dealer Newby & Company
same address as above
D) None
E) None
F) USA
ITEM 3. Source and Amount of funds or Other Consideration
Source of all funds - personal. No funds borrowed
ITEM 4. Purpose of Transaction
For investment purposes only.
No further information in reference to Items 4A-4J.
ITEM 5. Interest in Securities of the Issuer
A) Steven T. Newby owns 345,500 shares or 8.15% of
Woodroast Systems, Inc. 4,241,000 shares outstanding (01/31/97).
B) Steven T. Newby has sole voting and sole disposition powers.
C) All purchases in last sixty days have been open market transactions.
1/02/97 Bought 6,000 shares @ 3.125 $ 18,750.00
1/22/97 Bought 15,000 shares @ 3.125 $ 46,875.00
1/30/97 Bought 3,000 shares @ 2.75 $ 8,250.00
2/11/97 Bought 5,000 shares @ 2.50 $ 12,500.00
2/12/97 Bought 4,000 shares @ 2.625 $ 10,500.00
2/20/97 Bought 4,000 shares @ 2.875 $ 11,500.00
2/25/97 Bought 9,000 shares @ 2.75 $ 24,750.00
3/03/97 Bought 8,000 shares @ 2.562 $ 20,500.00
3/04/97 Bought 4,000 shares @ 2.562 $ 10,250.00
3/05/97 Bought 2,000 shares @ 2.625 $ 5,250.00
3/07/97 Bought 9,000 shares @ 2.687 $ 24,187.50
3/13/97 Bought 11,000 shares @ 2.687 $ 29,562.50
3/18/97 Bought 18,000 shares @ 2.625 $ 47,250.00
3/19/97 Bought 6,000 shares @ 2.312 $ 13,875.00
D) Not applicable.
E) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
None
ITEM 7. Material to be Filed as Exhibits
None
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: March 19, 1997
/S/ STEVEN T. NEWBY
STEVEN T. NEWBY
