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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Xylan Corporation
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(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
984151 10 0
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(CUSIP Number)
Susan N. Cayley, Esq. Xylan Corporation, 26707 West Aguora Road,
Calabasas, CA 91302, (818) 880-3500
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 3, 1997
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(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 [_].
*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 (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 984151 10 0 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEVE YUN KIM
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
N/A (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO (SEE ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [_]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF 2,402,500*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,402,500*
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,402,500*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%*, **
14 TYPE OF REPORTING PERSON
IN
* Excludes 45,000 shares held by the Kim Blind Trust, as of November 30,
1997, and 930,000 shares held by the Kim Irrevocable Children's Trust. The
Reporting Person does not have voting or investment power with respect to these
shares. However, if Mr. Kim is deemed to have voting or investment power with
respect to these shares, the number of shares in Items 7, 9, and 11 will be
3,377,500, and the percentage in Item 13 will be 7.9%.
** Calculated based on the 42,767,424 shares of the Issuer's Common Stock
outstanding as of September 30, 1997.
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SCHEDULE 13D
CUSIP No. 984151 10 0 Page 3 of 6 Pages
Item 1 - Security and Issuer
This statement on Schedule 13D relates to common stock, par value $0.001
per share ("Common Stock"), of Xylan Corporation ("Xylan" or the "Issuer"). The
principal executive offices of the Issuer are at 26707 West Aguora Road,
Calabasas, California 91302.
Item 2 - Identity and Background
(a) The name of the person filing this statement is Steve Yun Kim.
(b) The principal business address of Mr. Kim is 26707 W. Aguora Road,
Calabasas, CA 91302.
(c) Mr. Kim is the Chairman of the Board of Directors, Chief Executive
Officer, and President of Xylan Corporation, located at 26707 W. Aguora Road,
Calabasas, CA 91302.
(d) During the past five years, Mr. Kim has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Kim was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activity subject to
Federal or State securities laws or finding any violations with respect to such
laws.
(f) Mr. Kim is a citizen of the U.S.A.
Item 3 - Source and Amount of Funds or Other Consideration
Mr. Kim co-founded the Company in 1993. In 1996, he and his then-wife, Ms.
Jung Sil Kim, transferred 5,430,000 shares of Xylan Corporation Common Stock to
the Kim Family Trust (the "Trust"). Pursuant to their property settlement in
1997, the Trust was dissolved on December 3, 1997. As of that date, the Trust
owned 4,930,000 shares of Xylan Corporation Common Stock. Of such shares,
2,402,500 shares of Xylan Corporation Common Stock were transferred to Mr. Kim,
and the remainder of the shares in the Trust were transferred to his ex-spouse,
Ms. Jung Sil Kim.
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Item 4 - Purpose of Transaction
Mr. Kim acquired the direct ownership of the shares of Xylan Corporation
Common Stock for investment purposes. Due to his position as the Chairman of the
Board of the Directors of the Company, Chief Executive Officer, and President of
the Company and his ownership of Xylan Corporation Common Stock, he has some
influence over the control of the Company. As indicated in Item 3 above, the
transfer of the Shares to Mr. Kim from the Kim Family Trust was pursuant to the
property settlement agreement between Mr. Kim and his ex-spouse, Ms. Jung Sil
Kim. After the transfer, Mr. Kim does not have any plans or proposals which
relate to or would result in:
(a) The acquisition of additional securities of the Issuer, or the
disposition of any securities of the Issuer, other than sales or other
dispositions, from time to time, of the Common Stock of the Issuer in
accordance with the Securities Act of 1933, as amended (the
"Securities Act");
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, nor any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) A material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Any change in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) A class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in the
interdealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
Item 5 - Interest in Securities of the Issuer
(a)-(b). As a result of the transfer, Mr. Kim owns 2,402,500 shares of
Common Stock. Such Common Stock constitutes approximately 5.6% of the issued
and outstanding shares of
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Xylan Common Stock (calculated based on the 42,767,424 shares of Xylan Common
Stock outstanding as of September 30, 1997 according to information provided by
the Issuer in its Quarterly Report on Form 10-Q). Mr. Kim has sole voting and
dispositive power over the 2,402,500 shares.
(c) Not applicable.
(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.
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SCHEDULE 13D
CUSIP No. 984151 10 0 Page 6 of 6 Pages
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.
Date: December 10, 1997 /s/ STEVE YUN KIM
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Steve Yun Kim
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 this 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.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
