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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. ________)*
Worldtalk Communications Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
98155G101
(CUSIP Number)
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the filing 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).
*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") of 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).
Page 1 of 7 pages
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CUSIP NO. 98155G101 13G PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apex Investment Fund II Limited Partnership
36-3698753
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
575,680
NUMBER OF ---------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH ---------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 575,680
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,680
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
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Item 1(a). Name of Issuer:
Worldtalk Communications Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
5155 Old Ironsides Drive Santa Clara, California 95054
Item 2(a). Name of Person Filing:
Apex Investment Fund II Limited Partnership
Item 2(b). Address of Principal Business Office:
233 South Wacker Drive, Suite 9600 Chicago, Illinois 60606
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e). CUSIP Number
98155G101
Item 3. Type of Person:
Not Applicable
Page 3 of 7 pages
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Item 4. Ownership:
(a) Amount Beneficially Owned:
575,680
(b) Percent of Class:
5.9%, based upon 9,704,543 shares outstanding as of
October 31, 1996
(c) Number of shares as to which person has:
(i) sole power to vote or to direct the vote:
575,680
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the
disposition of: 575,680
(iv) shared power to dispose or to direct the
disposition of: -0-
Item 5. Ownership of Five Percent or less of a Class:
Not Applicable
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:
See Exhibit 8.1 for a description of the identity of the general
partner of Apex Investment Fund II Limited Partnership
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
Not Applicable
Page 4 of 7 pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Date: February 10, 1997
APEX INVESTMENT FUND II LIMITED PARTNERSHIP,
a Delaware limited partnership
By: APEX MANAGEMENT PARTNERSHIP,
General Partner of Apex Investment
Fund II Limited Partnership
By: FIRST ANALYSIS CORPORATION,
General Partner of Apex Management
Partnership
By: /s/ Bret R. Maxwell
------------------------------------
Name: Bret R. Maxwell
Title: Managing Director
Page 5 of 7 pages
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EXHIBIT INDEX
Exhibit 8.1 Identification of General Partner
Page 6 of 7 pages
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EXHIBIT 8.1
Identification of General Partner
The general partner of Apex Investment Fund II Limited Partnership
("Apex") is Apex Management Partnership. Apex Management Partnership's
partners are: First Analysis Corporation, a Delaware corporation ("FAC");
Stellar Investment Co. ("Stellar"), a corporation controlled by James A.
Johnson ("Johnson"); George M. Middlemas ("Middlemas"); and Chartwell Holdings
Inc. ("Chartwell"), a corporation controlled by Paul J. Renze ("Renze").
F. Oliver Nicklin ("Nicklin"), President and Director of FAC, and Bret
R. Maxwell ("Maxwell"), Managing Director of FAC, take executive actions on
behalf of FAC with respect to FAC's functioning as an ultimate general partner
of Apex. Each of Nicklin and Maxwell maintain his principal office at 233
South Wacker Drive, Suite 9500, Chicago, Illinois 60606 ("Suite 9500"). Each
of the above is principally employed as an executive of FAC. FAC's principal
business is participation in venture capital partnerships and the provision of
research investment services. Its principal business address is Suite 9500.
Each of Johnson and Middlemas is principally employed as an executive
of Apex and maintains his business address at 233 South Wacker Drive, Suite
9600, Chicago, Illinois 60606 ("Suite 9600"). Renze is principally employed as
an independent investor and maintains his business address at 25337 West Elm
Grove Drive, Barrington, Illinois 60010. Stellar's principal business is
serving as an ultimate general partner of investment partnerships. Its
business address is maintained at Suite 9600. Chartwell's principal business
is serving as an ultimate general partner of investment partnerships. Its
business address is maintained at 25337 West Elm Grove Drive, Barrington,
Illinois 60010.
To the best of Apex's knowledge, each of the natural persons listed
above is a citizen of the United States.
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