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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Natural Microsystems Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
638882100
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(CUSIP Number)
Kent Jamison, Esq.
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
(214) 740-8416
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 2, 1999
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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 / /.
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 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).
Exhibit Index is located at page 4 herein.
(Continued on following page(s))
Page 1 of 5 Pages
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Cusip No. 638882100
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Steve W. Shepherd
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting
Beneficially Owned Power 245,000 (See Item 5)
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 245,000 (See Item 5)
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
245,000 (See Item 5)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
2.2%
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(14) Type of Reporting Person*
IN
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Page 2 of 5 Pages
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Cusip No. 638882100
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Item 1. SECURITY AND ISSUER.
Not amended.
Item 2. IDENTITY AND BACKGROUND.
Not amended.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not amended.
Item 4. PURPOSE OF TRANSACTION.
Not amended.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended as follows:
(a)-(b) The Reporting Person has (i) sole voting power with respect to
245,000 shares of Common Stock of Natural Microsystems Corporation (the
"Common Stock"), constituting 2.2% of the 11,110,000 outstanding shares of
Common Stock and (ii) sole dispositive power with respect to 245,000 shares
of Common Stock, constituting 2.2% of the 11,110,000 outstanding shares of
Common Stock. Pursuant to Rule 13d-2(b), the Reporting Person will not make
an additional Schedule 13D filing unless the Reporting Person hereafter
becomes the beneficial owner of more than 5% of the Common Stock and is
required to file pursuant to Rule 13d-1.
(c) On October 19, 1999, the Reporting Person sold 20,000 shares of
Common Stock through the brokerage firm, Salomon Smith Barney, for the sum of
$397,800. On October 20, 1999, the Reporting Person sold 40,000 shares of
Common Stock through Salomon Smith Barney for the sum of about $860,000. On
November 1, 1999, the Reporting Person sold (i) 30,000 shares of Common Stock
through Salomon Smith Barney for the sum of about $825,000 and (ii) 20,000
shares of Common Stock through Salomon Smith Barney for the sum of about
$550,000. On November 2, 1999, the Reporting Person sold (i) 50,000 shares
of Common Stock through Salomon Smith Barney for the sum of about $1,368,750
and (ii) 52,000 shares of Common Stock through Salomon Smith Barney for the
sum of about $1,417,000. On November 3, 1999, the Reporting Person sold (i)
64,500 shares of Common Stock through Salomon Smith Barney for the sum of
about $1,918,875 and (ii) 58,000 shares of Common Stock through Salomon Smith
Barney for the sum of about $1,725,500. On November 4, 1999, the Reporting
Person sold 5,000 shares of Common Stock through Salomon Smith Barney for the
sum of $140,935. On November 5, 1999, the Reporting Person sold 51,000
shares of Common Stock through Salomon Smith Barney for the sum of about
$1,555,500. On November 8, 1999, the Reporting Person sold 159,500 shares of
Common Stock through Salomon Smith Barney for the sum of about $5,323,313.
On November 9, 1999, the Reporting Person sold 30,000 shares of Common Stock
through Salomon Smith Barney for the sum of $1,059,375. On November 10,
1999, the Reporting Person sold 25,000 shares of Common Stock through Salomon
Smith Barney for the sum of $890,625.
(d) Not applicable.
Page 3 of 5 Pages
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Cusip No. 638882100
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(e) Not applicable.
Item 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not amended.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
Page 4 of 5 Pages
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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: November 12, 1999
/s/ Steve W. Shepherd
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Steve W. Shepherd
Page 5 of 5 Pages
