SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13-D - 102)
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NETSPEAK CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
64115D109
(CUSIP Number)
Page 1 of 5 pages
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CUSIP No. 64115D109
(1) Name of Reporting Persons STEPHEN R. COHEN
S.S. or I.R.S. Identification Nos. of Above Persons ###-##-####
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_| (b) |_|
(3) SEC Use Only
(4) Citizenship or Place of Organization U.S.A.
Number of (5) Sole Voting Power 2,000,000(1)
Shares Bene-
ficially (6) Shared Voting Power 0
Owned by
Each Report- (7) Sole Dispositive Power 2,000,000
ing Person
With (8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)|_|
(11) Percent of Class Represented by Amount in Row (9) 18.4%(2)
(12) Type of Reporting Person (See Instructions) IN
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1 Includes 300,000 shares of Common Stock held pursuant to the grant of stock
options.
2 Calculated on the basis of 10,554,721 shares of Common Stock outstanding on
November 10, 1997.
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ITEM 1(A). NAME OF ISSUER:
NETSPEAK CORPORATION
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
902 Clint Moore Road
Boca Raton, Florida 33487
ITEM 2(A). NAME OF PERSON FILING:
Stephen R. Cohen
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
902 Clint Moore Road
Boca Raton, Florida 33487
ITEM 2(C). CITIZENSHIP:
U.S.A.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 Par Value
ITEM 2(E). CUSIP NUMBER:
64115D109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), IDENTIFY THE STATUS OF THE PERSON FILING:
Not applicable.
ITEM 4. OWNERSHIP:
(a) Amount Beneficiary Owned: 2,000,000(1) SHARES.
(b) Percent of Class: 18.4%(2)
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1 Includes 300,000 shares of Common Stock held pursuant to the grant
of stock options.
2 Calculated on the basis of 10,554,721 shares of Common Stock
outstanding on November 10, 1997.
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(c) Number of shares as to which such person has:
(i) sole power to vote or to 2,000,000
direct the vote
(ii) shared power to vote or to 0
direct the vote
(iii) sole power to dispose or to 2,000,000
direct the disposition of
(iv) shared power to dispose or to 0
direct the disposition of
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following |_|
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
ITEM 10. CERTIFICATION:
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.
February 13, 1998 /s/ Stephen R. Cohen
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Stephen R. Cohen
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