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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
XcelleNet, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
98388R 10 6
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(CUSIP Number)
*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).
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CUSIP NO. 98388R 10 6 13G PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dennis M. Crumpler
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
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SOLE VOTING POWER
5
NUMBER OF 1,391,831
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 1,287,031
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
104,800
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,391,831
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
16.8%
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TYPE OF REPORTING PERSON*
12
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 4 pages
Item 1.
(a) XcelleNet, Inc.
(b) 5 Concourse Parkway, Suite 850
Atlanta, Georgia 30328
Item 2.
(a) Dennis M. Crumpler
(b) 5 Concourse Parkway, Suite 850
Atlanta, Georgia 30328
(c) United States Citizen
(d) Common Stock, $.01 par value per share
(e) CUSIP: 98388R 10 6
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Response: Not Applicable
Item 4. Ownership
(a) Amount Beneficially Owned: 1,391,831
(b) Percent of Class: 16.8%
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<S> <C> <C>
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,391,831
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of: 1,287,031
(iv) shared power to dispose or to direct the disposition of: 104,800
</TABLE>
Item 5. Ownership of Five Percent or Less of a Class
Response: Not Applicable
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Page 4 of 4 pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Included in the shares listed in response to Item 4(a), Item 4(c)(i)
and Item 4(c)(iv) are 104,800 shares which are held of record by Reporting
Person's wife as of December 31, 1997. The Reporting Person and his wife have
entered into an agreement (the "Agreement") which provides that the Reporting
Person shall have sole voting power with respect to XcelleNet, Inc. shares
presently held, or acquired in the future, by Reporting Person's wife. The
Agreement also places certain restrictions on the ability of Reporting Person's
wife to transfer her shares of XcelleNet, Inc. common stock and provides the
Reporting Person a right of first refusal in connection with such shares.
Accordingly, the Reporting Person shares dispositive power over all XcelleNet,
Inc. shares held by his wife.
Included in the shares listed in response to Item 4(a), Item 4(c)(i),
and Item 4(c)(iii) are 1,200,000 shares owned by a limited partnership of which
the Reporting Person is controlling manager of the partnership's general
partner. He retains sole voting and dispositive power over such shares.
Included in the shares listed in response to Item 4(a), Item 4(c)(i)
and Item 4(c)(iii) are 3,000 shares which the Reporting Person owns as custodian
for his minor children and 3,800 shares which the Reporting Person owns as
trustee for his mother. He retains sole voting and dispositive power over such
shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Response: Not Applicable
Item 8. Identification and Classification of Members of the Group.
Response: Not Applicable
Item 9. Notice of Dissolution of Group.
Response: Not Applicable
Item 10. Certification.
Response: Not Applicable
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.
February 13, 1998 /s/ Dennis M. Crumpler
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Dennis M. Crumpler
