UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
STARBASE CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
854910205
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(CUSIP Number)
September 8, 2000
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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 13G is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| 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 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).
<PAGE>
CUSIP NO. 699071106
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1. Names of Reporting Persons.
I.R.S. Identification Nos. Of Above Persons (entities only): Michael A.
Roth and Brian J. Stark (filing as joint filers pursuant to
Rule 13d-1(k))
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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: United States
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Number of shares Beneficially Owned by 5. Sole Voting Power 3,853,210*
Each Reporting Person With:
6. Shared Voting Power -0-
7. Sole Dispositive Power 3,853,210*
8. Shared Dispositive Power -0-
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9. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,853,210*
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10. Check if the Aggregate Amount in Row (9) Excludes Certain shares (See
Instructions): N/A
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11. Percent of Class Represented by Amount in Row (9): 8.2%
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12. Type of Reporting Person (See Instructions): IN
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* BayStar Capital, L.P. ("BayStar"), a Delaware limited partnership beneficially
owns 2,568,807 shares of Starbase Corporation (the "Issuer") common stock, par
value $.01 (the "Common Stock") and 513,761 warrants ("Warrants") which are
exercisable for an equal number of shares. BayStar International, Ltd.
("International"), a corporation organized as a limited company under the laws
of the British Virgin Islands is the beneficial owner of 642,202 shares of
Common Stock and 128,440 Warrants. Based on information provided in the Issuer's
Form 10-Q for the quarter ended June 30, 2000, there were 46,549,629 shares of
Common Stock issued and outstanding as of July 31, 2000. Therefore, for the
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, Michael A.
Roth and Brian J. Stark, in their capacity as the sole members of Northbay
Partners, LLC, a Wisconsin limited liability company, which serves as both the
managing member of (i) BayStar Management, LLC, the general partner of BayStar
and (ii) BayStar International Management, LLC, the investment manager of
International, beneficially own and possesses sole voting and dispositive power
over all 3,853,210 shares of Common Stock which represents 8.2% of the Issuer's
issued and outstanding shares of Common Stock.
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<PAGE>
Item 1.
(a) Name Of Issuer: Starbase Corporation
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(b) Address of Issuer's Principal Executive Offices: 4 Hutton Centre Drive,
Suite 800, Santa Ana, California 92707
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Item 2.
(a) Name of Person Filing: Michael A. Roth and Brian J. Stark
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(b) Address of Principal Business Office or, if none, Residence: 1500 West
Market Street, Suite 200, Mequon, WI 53092
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(c) Citizenship: United States
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(d) Title of Class of Securities: Common Stock
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(e) CUSIP Number: 854910205
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Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o);
(b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) |_| Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) |_| Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) |_| An investment adviser in accordance withss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with Sections 240.13d- 1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with Sections 240.13d- 1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance withss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned (as of September 19, 2000): 3,853,210
(b) Percent of Class (as of September 19, 2000): 8.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 3,853,210
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
3,853,210
(iv) Shared power to dispose or to direct the disposition of: 0
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 |_|.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company. N/A
Item 8. Identification and Classification of Members of the Group. N/A
Item 9. Notice of Dissolution of Group. N/A
Item 10. Certification.
By signing below, we certify that, to the best of our knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of such securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
September 19, 2000
Date
/s/Michael A. Roth
___________________________
Michael A. Roth
/s/Brian J. Stark
___________________________
Brian J. Stark
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
<PAGE>
EXHIBIT 1
AGREEMENT AS TO JOINT FILING
Dated: September 19, 2000
The undersigned hereby agree that the Schedule 13G with respect to Starbase
Corporation, dated as of the date hereof, is filed on behalf of each of the
undersigned jointly pursuant to Rule 13d-1(k).
/s/Michael A. Roth
_______________________
Michael A. Roth
/s/Brian J. Stark
_______________________
Brian J. Stark
