SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
NETWORK PERIPHERALS INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
64121R100
-------------------------------
(CUSIP Number)
Copy to:
Seneca Ventures Stephen A. Cohen, Esq.
68 Wheatley Road Morrison Cohen Singer & Weinstein, LLP
Brookville, New York 11545 750 Lexington Avenue
Telephone (516) 626-3070 New York, New York 10022
Telephone (212) 735-8600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 30, 1996
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(Date of Event which Requires Filing 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 space .
----
Check the following space if a fee is being paid with the statement X . (A fee
---
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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).
(Continued on following page(s))
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<PAGE>
CUSIP No. 64121R100 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Venture Fund
2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b)
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization New York
7 Sole Voting Power
267,000 shares 2.3%
Number
of 8 Shared Voting Power
Shares 369,600 shares 3.1%
Beneficially
Owned By 9 Sole Dispositive Power
Each 267,000 shares 2.3%
Reporting
Person 10 Shared Dispositive Power
With 369,600 shares 3.1%
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
636,600 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.4%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 64121R100 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Partners
2 Check the Appropriate Box if a Member of a Group* (a) [X]
(b)
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number 230,500 shares 2.0%
of
Shares 8 Shared Voting Power
Beneficially 406,100 shares 3.5%
Owned By
Each 9 Sole Dispositive Power
Reporting 230,500 shares 2.0%
Person
With 10 Shared Dispositive Power
406,100 shares 3.5%
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
636,600 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.4%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 64121R100 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Seneca Ventures
2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b)
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization New York
7 Sole Voting Power
Number 139,100 shares 1.2%
of
Shares 8 Shared Voting Power
Beneficially 497,500 shares 4.2%
Owned By
Each 9 Sole Dispositive Power
Reporting 139,100 shares 1.2%
Person
With 10 Shared Dispositive Power
497,500 shares 4.2%
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
636,600 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.4%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 64121R100 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Services Corp.
2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b)
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization New York
7 Sole Voting Power
Number 0 shares 0%
of
Shares 8 Shared Voting Power
Beneficially 636,600 shares 5.4%
Owned By
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
Person
With 10 Shared Dispositive Power
636,600 shares 5.4%
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
636,600 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.4%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 64121R100 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Rubenstein
2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b)
3 SEC Use Only
4 Source of Funds* WC.00
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number 0 shares 0%
of
Shares 8 Shared Voting Power
Beneficially
Owned By 636,600 shares 5.4%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
636,600 shares 5.4%
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
636,600 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
5.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP No. 64121R100 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Marilyn Rubenstein
2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b)
3 SEC Use Only
4 Source of Funds* WC.00
5 Check Box if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number 0 shares 0%
of
Shares 8 Shared Voting Power
Beneficially
Owned By 636,600 shares 5.4%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
636,600 shares 5.4%
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
636,600 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
5.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This statement, dated May 30, 1996, relates to the reporting
persons'ownership of certain securities of Network Peripherals Inc. (the
"Issuer").
ITEM 1. Security and Issuer
-------------------
(a) Common Stock, $0.01 par value per share (CUSIP No. 64121R100).
(b) Network Peripherals, Inc.
1371 McCarthy Blvd.
Milipitas, CA 95035
ITEM 2. Identity and Background
-----------------------
1. (a) Woodland Venture Fund, a limited partnership organized under the
---------------------
laws of the State of New York (the "Fund").
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
(d) No.
(e) No.
Woodland Services Corp. and Barry Rubenstein are the general partners
of the Fund. The limited partners of the Fund include certain other investors.
2. (a) Woodland Partners, a general partnership organized under the laws
-----------------
of the State of New York ("Partners").
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments
(d) No.
(e) No.
The general partners of Partners are Barry Rubenstein and Marilyn
Rubenstein (husband and wife).
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<PAGE>
3. (a) Seneca Ventures, a limited partnership organized under the laws
---------------
of the State of New York ("Seneca").
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
(d) No.
(e) No.
The general partners of Seneca are Barry Rubenstein and Woodland
Services Corp. The limited partners of Seneca include Marilyn Rubenstein and
certain other investors.
4. (a) Woodland Services Corp., a corporation organized under the laws
-----------------------
of the State of New York ("Services").
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
(d) No.
(e) No.
Barry Rubenstein is the President and sole director of Services
and Marilyn Rubenstein, his wife, is the Secretary and Treasurer of Services.
Mr. Rubenstein's owns all of Service's outstanding shares of common stock, no
par value.
5. (a) Barry Rubenstein, a general partner of Seneca, Partners and the
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Fund, and an officer, director and the sole shareholder of Services.
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Occupation: General Partner of partnerships and
limited partnerships engaged in the investment business.
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<PAGE>
(d) No.
(e) No.
(f) Citizenship: United States.
6. (a) Marilyn Rubenstein, a general partner of Partners, a limited
------------------
partner of Seneca and the Secretary and Treasurer of Services.
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Occupation: Housewife
(d) No.
(e) No.
(f) Citizenship: United States.
ITEM 3. Source and Amounts of Funds or Other Consideration
--------------------------------------------------
The partnerships obtained funds for the purchase of the shares of
Common Stock from their respective working capital and other funds.
The amount of funds used in making the purchases of the shares of
Common Stock in the over-the-counter market are set forth below:
Name Amount of Consideration
---- -----------------------
Woodland Venture Fund $3,130,563
Woodland Partners $3,266,688
Seneca Ventures $1,556,156
ITEM 4. Purpose of Transaction.
----------------------
The reporting persons acquired their securities for purposes of
investment.
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<PAGE>
The reporting persons do not have any plans or proposals which relate
to or would result in any of the actions set forth in subparagraphs (a) through
(j) of item 4 of Schedule 13D.
ITEM 5. Interests in Securities of the Issuer.
-------------------------------------
(a) The following list sets forth the aggregate number and percentage
(based on 11,789,773 shares of Common Stock outstanding as reported in the
Issuer's Form 10-Q for the quarter ended March 31, 1996) of outstanding shares
of Common Stock owned beneficially by each reporting person named in Item 2, as
of May 30, 1996:
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
Woodland Venture Fund 636,600(1) 5.4%
Woodland Partners 636,600(2) 5.4%
Seneca Ventures 636,600(3) 5.4%
Woodland Services Corp. 636,600(4) 5.4%
Barry Rubenstein 636,600(5) 5.4%
Marilyn Rubenstein 636,600(6) 5.4%
(b) The Fund has sole power to vote and dispose of 267,000 shares of
Common Stock, and may be deemed to have shared power to vote and dispose of
369,600 shares of Common Stock.
- --------------------
1 The Fund disclaims beneficial ownership of 230,500 shares of
Common Stock owned by Partners and 139,100 shares of Common Stock
owned by Seneca.
2 Partners disclaim beneficial ownership of 267,000 shares of
Common Stock owned by the Fund and 139,100 shares of Common Stock
owned by Seneca.
3 Seneca disclaims beneficial ownership of 230,500 shares of
Common Stock owned by Partners and 267,000 shares owned by the
Fund.
4 380 shares of Common Stock beneficially owned by Services represents
its equity interest in the Fund and 227 shares of Common Stock
beneficially owned by Services represents its equity interest in
Seneca. Services disclaims beneficial ownership of 230,500
shares owned by Partners.
5 207,450 shares of Common Stock beneficially owned by Mr. Rubenstein
represents Mr. Rubenstein's equity interest in Partners, 101,767 shares
of Common Stock represents his equity interest in the Fund and 24,522
shares of Common Stock represents his equity interest in Seneca. Mr.
Rubenstein disclaims beneficial ownership of 23,050 shares of Common
Stock held by Partners (which represents his wife's equity interest in
Partners), 164,853 shares of Common Stock owned by the Fund and 108,271
shares of Common Stock owned by Seneca.
6 23,050 shares of Common Stock represents Mrs. Rubenstein's equity
interest in Partners and 12,972 shares of Common Stock represents
Mrs. Rubenstein's equity interest as a limited partner of Seneca.
Mrs. Rubenstein disclaims beneficial ownership of 207,450 shares of
Common Stock held by Partners (which represents her husband's equity
interest in Partners), 126,128 shares of Common Stock owned by Seneca
and 267,000 shares owned by the Fund.
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<PAGE>
Partners has sole power to vote and to dispose of 230,500 shares of
Common Stock, and may be deemed to have shared power to vote and to dispose of
406,100 shares of Common Stock.
Seneca has sole power to vote and to dispose of 139,100 shares of
Common Stock, and may be deemed to have shared power to vote and to dispose of
497,500 shares of Common Stock.
Services may be deemed to have shared power to vote and to dispose of
636,600 shares of Common Stock.
Barry Rubenstein, by virtue of being a general partner of Seneca,
Partners and the Fund, may be deemed to have shared power to vote and to dispose
of 636,600 shares of Common Stock representing approximately 5.4% of the
outstanding Common Stock.
Marilyn Rubenstein, by virtue of being a general partner of Partners
and wife of Barry Rubenstein, may be deemed to have shared power to vote and
dispose of 636,600 shares of Common Stock representing approximately 5.4% of the
outstanding Common Stock.
(c) The following is a description of all transactions in shares of
Common Stock of the Issuer by the persons identified in Item 2 of this Schedule
13D effected from March 31, 1996 through May 30, 1996, inclusive.
Purchase or Number of Shares Purchase or
Name of Shareholder Sale Date Purchased or (Sold) Sale Price
- ------------------- ----------- ------------------- ----------
Woodland Partners 4/26/96 19,000 $13.875
5/30/96 65,000 $17.375
Partners acquired the shares of Common Stock in the over-the-counter
market.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of such securities.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
---------------------------------------------------------------
(a) The Fund is a limited partnership established and governed by New
York law and a partnership agreement. Pursuant to such agreement, voting and
investment power over the shares of Common Stock held by the Fund is vested in
its general partners - Barry Rubenstein and Services. The limited partners have
no voting or investment power over the shares of Common Stock held by the Fund.
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<PAGE>
(b) Partners is a general partnership established and governed by New
York law and a partnership agreement. Pursuant to such agreement, voting and
investment power over the shares of Common Stock held by Partners is vested in
its general partners - Barry Rubenstein and Marilyn Rubenstein.
(c) Seneca is a limited partnership established and governed by New
York law and a partnership agreement. Pursuant to such agreement, voting and
investment power over the shares of Common Stock held by Seneca is vested in its
general partners - Barry Rubenstein and Services. The limited partners have no
voting or investment power over the shares of Common Stock held by Seneca.
(d) Except for the circumstances discussed or referred to in
paragraphs (a) through (c) above, there are no contracts, arrangements,
understandings, or relationships with respect to the securities of the Issuer
among any of the persons reporting in this Schedule 13D.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Exhibit A - Agreement, effective as of May 30, 1996, among the
---------
reporting persons by which they have agreed to file this Schedule 13D and all
necessary amendments, as required by Rule 13d-1(f).
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<PAGE>
Signature
---------
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned hereby certifies that the information set forth
in this Schedule is true, complete, and correct.
Date: June 5, 1996
/s/ Barry Rubenstein
--------------------------------------------------
Barry Rubenstein, as General Partner on behalf of
Seneca Ventures, Woodland Venture Fund, and
Woodland Partners.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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<PAGE>
Exhibit A
AGREEMENT PURSUANT TO RULE 13d l(f)
OF THE SECURITIES AND EXCHANGE COMMISSION
AGREEMENT, to be effective as of May 30, 1996, among SENECA VENTURES,
with its principal office at 68 Wheatley Road, Brookville, New York 11545,
WOODLAND VENTURE FUND, with its principal office at 68 Wheatley Road,
Brookville, New York 11545, and WOODLAND PARTNERS, with its principal office at
68 Wheatley Road, Brookville, New York 11545.
WHEREAS, for convenience and expediency, each party hereto desires to
file the statements required by Sec.13(d) of the Securities Exchange Act of
1934, as amended, jointly with all other parties hereto; and
WHEREAS, Rule 13D-1(f) promulgated by the Securities and Exchange
Commission requires that this Agreement be set forth in writing and filed with
the Commission;
NOW THEREFORE, it is hereby agreed as follows:
1. Each party hereto agrees that it will file all statements and
reports required under Sec.13(d) of the Securities Exchange Act of 1934, as
amended, including without limitation, Schedule 13D, and all amendments of all
such statements and/or reports, jointly with all other parties hereto.
2. Any party hereto may hereafter terminate this Agreement, with
respect to itself only, by giving written notice thereof to all other parties
hereto, and to NETWORK PERIPHERALS INC., the NASD, and the Securities and
Exchange Commission. The
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<PAGE>
withdrawal of any one or more parties shall not cause the termination of this
Agreement with respect to the parties not giving notice of termination as
aforesaid.
3. Unless sooner terminated as provided in paragraph 2 above, this
Agreement shall be for a period of one (1) year from the date hereof, and shall
be automatically renewable for successive one (1) year periods, unless
terminated by any party, as to such party, on sixty (60) days notice.
4. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which shall constitute one and the same
instrument.
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<PAGE>
IN WITNESS WHEREOF, we have executed this Agreement
with the intention that it shall be binding upon us as of the day
and year set forth above.
SENECA VENTURES
/s/ Barry Rubenstein,
------------------------------
Barry Rubenstein,
A General Partner
WOODLAND VENTURE FUND
/s/ Barry Rubenstein,
------------------------------
Barry Rubenstein,
A General Partner
WOODLAND PARTNERS
/s/ Barry Rubenstein,
------------------------------
Barry Rubenstein,
A General Partner
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