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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
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)
April 5, 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 (the "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 the following page(s))
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steve W. Shepherd
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX 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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7 SOLE VOTING POWER
800,000 (See Item 5).
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
650,000 (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
800,000 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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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
Item 1. SECURITY AND ISSUER.
This statement relates to shares of the common stock, par value $.01
per share (the "COMMON STOCK"), of Natural Microsystems Corporation, a Delaware
corporation ("ISSUER"). The principal executive offices of the Issuer are
located at 100 Crossing Boulevard, Framingham, Massachusetts 01702 and its
telephone number at such address is (508) 620-9300.
Item 2. IDENTITY AND BACKGROUND.
(a)-(c) The name of the person filing this Schedule 13D is Steve W.
Shepherd (the "REPORTING PERSON"). The Reporting Person's (i) present principal
occupation is private investing and (ii) principal address is Route 2, Box 144G,
Fredericksburg, Texas 78624.
(d)-(e) During the last five years or otherwise, the Reporting Person
has not been (i) convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which caused him to
become subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person acquired the shares of Common Stock held thereby
with personal funds.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Person does not have any other plans which relate to or
would result in any of the items listed in paragraphs (a) through (j) of Item 4
(although the Reporting Person reserves the right to develop such plans or
proposals). The Reporting Person acquired the shares of Common Stock for
investment purposes. From time to time the Reporting Person may acquire
additional shares of Common Stock or dispose of some or all of the shares of
Common Stock that he owns. On April 1, 1999, the Reporting Person (i) purchased
on the open market call rights to purchase 2,000 shares of Common Stock on or
before November 5, 1999 (the "CALL RIGHTS") and (ii) sold on the open market put
rights to sell 10,000 shares of Common Stock on or before November 5, 1999 (the
"PUT RIGHTS"). On April 9, 1999, the Reporting Person sold all of the Call
Rights.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The Reporting Person has (i) sole voting power with respect to
800,000 shares of Common Stock, constituting 7.3% of the 11,023,120 outstanding
shares of Common Stock and (ii) sole dispositive power with respect to 650,000
shares of Common Stock, constituting 5.9% of the 11,023,120 outstanding shares
of Common Stock.
Page 3 of 5 Pages
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Cusip No. 638882100
(c) On April 1, 1999, the Reporting Person (i) purchased the Call
Rights on the open market and (ii) sold the Put Rights on the open market. On
April 5, 1999, the Reporting Person purchased 50,000 shares of Common Stock
through the brokerage firm, Salomon Smith Barney, for the sum of $157,255, which
sum he obtained from his personal funds. On April 7, 1999, the Reporting Person
purchased 50,000 shares of Common Stock through Salomon Smith Barney for the sum
of $168,442.50, which sum he obtained from his personal funds. On April 8, 1999,
the Reporting Person purchased 75,000 shares of Common Stock through Salomon
Smith Barney for the sum of $249,192.50, which sum he obtained from his personal
funds. On April 9, 1999, the Reporting Person purchased 35,000 shares of Common
Stock through Salomon Smith Barney for the sum of $117,167.50, which sum he
obtained from his personal funds. On April 12, 1999, the Reporting Person (i)
purchased 50,000 shares of Common Stock through Salomon Smith Barney for the sum
of $153,758.13, which sum he obtained from his personal funds and (ii) sold all
of the Call Rights.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On April 1, 1999, the Reporting Person (i) purchased the Call Rights on
the open market and (ii) sold the Put Rights on the open market. On April 12,
1999, the Reporting Person sold all of the Call Rights.
Other than the Put Rights, to the best knowledge of the Reporting
Person, there are no contracts, arrangements, understandings, or relationships
(legal or otherwise) between the Reporting Person and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
Page 4 of 5 Pages
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Cusip No. 638882100
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: April 14, 1999
/s/ Steve W. Shepherd
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Steve W. Shepherd
Page 5 of 5 Pages
