<PAGE>
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response.. 14.90
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
NetVantage, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
64120U10
- --------------------------------------------------------------------------------
(CUSIP Number)
Stephen R. Rizzone
201 Continental Boulevard, Suite 201
El Segundo, California 90245
Telephone No. (310) 726-4130
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 29, 1997
- --------------------------------------------------------------------------------
(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.
(Continued on following pages) (Page 1 of 6 Pages)
__________________
*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).
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 64120U10 SCHEDULE 13D PAGE 2 OF 6 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen R. Rizzone
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF See Item 5 below.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
See Item 5 below.
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING See Item 5 below.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
See Item 5 below.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
See Item 5 below.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
See Item 5 below.
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
- ------ -------------------
The class of equity securities to which this statement relates is the
Class A Common Stock, par value $.001 per share ("Class A Common Stock"), of
NetVantage, Inc. (the "Issuer"). The principal executive offices of the Issuer
are located at 201 Continental Boulevard, Suite 201, El Segundo, California
90245.
The Issuer also has outstanding shares of Class B Common Stock, par
value $.001 per share (the "Class B Common Stock"), and Class E Common Stock,
par value $.001 per share (the "Class E Common Stock"), neither of which are
registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). For purposes of voting, however, the Class A,
Class B and Class E Common Stock vote together as a single class, with the Class
A Common Stock having one vote per share, the Class B Common Stock having five
votes per share and the Class E Common Stock having five votes per share.
Item 2. Identity and Background.
- ------ -----------------------
This statement is being filed by Stephen R. Rizzone, a United States
citizen, whose business address is 201 Continental Boulevard, Suite 201, El
Segundo, California 90245. Mr. Rizzone is the Chairman of the Board, Chief
Executive Officer and President of the Issuer.
Mr. Rizzone has not, during the last five years, (i) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
Mr. Rizzone directly holds 1,300 shares of Class A Common Stock, which
he purchased prior to joining the Issuer with his personal funds. Mr. Rizzone
and his spouse (who is also an employee of the Issuer) hold options and warrants
to purchase Class A, Class B and Class E Common Stock, as described in Item 5(a)
below. All of the options were issued to Mr. Rizzone and his spouse without
consideration under the Issuer's various stock option plans. Two warrants, each
to purchase 15,000 shares of Class A Common Stock, were issued to Mr. Rizzone in
exchange the payment of a total of $300. Other warrants, to purchase an
aggregate of 22,875 shares of Class A Common Stock, were issued to Mr. Rizzone
in lieu of interest owed on certain short-term loans Mr. Rizzone made to the
Issuer.
Item 4. Purpose of Transaction.
- ------ ----------------------
All of the shares of Class A Common Stock directly owned by Mr.
Rizzone, and the options and warrants to purchase Class A, Class B and Class E
Common Stock directly and beneficially owned by Mr. Rizzone, were acquired for
purposes of investment and, in the case
Page 3 of 6
<PAGE>
of the options and warrants, as a part of the compensation packages of Mr.
Rizzone and his spouse with the Issuer.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
(a) Mr. Rizzone directly owns 1,300 shares (or approximately .01% of
the outstanding shares) of Class A Common Stock. Mr. Rizzone is also deemed to
be the beneficial owner of an aggregate of 539,975 shares of Class A Common
Stock, which he has the current right to purchase under certain options and
warrants granted to him from the Issuer, and 8,750 shares of Class A Common
Stock, which his spouse has the right to purchase within 60 days under her
outstanding options from the Issuer. Assuming the exercise of all such options
and warrants, Mr. Rizzone has an aggregate beneficial ownership of approximately
5.2% of the outstanding shares of Class A Common Stock. The following is a
summary of certain terms of such options and warrants (certain options and
warrants have been aggregated where such terms are similar):
<TABLE>
<CAPTION>
No. of Shares
Underlying Exercise
Options/Warrants Holder Price Per Share Exercisability
- ---------------- ---------- --------------- --------------
<S> <C> <C> <C>
368,500 Mr. Rizzone $5.8125 Fully exercisable
133,600 Mr. Rizzone 7.375 Fully exercisable*
15,000 Mr. Rizzone 5.8125 Fully exercisable
15,000 Mr. Rizzone 5.8125 Not exercisable until all remaining
outstanding Class E Common Stock are
converted to Class B Common Stock
22,875 Mr. Rizzone 3.8125 Fully exercisable
7,500 His Spouse 3.9375 One-quarter exercisable on each of
8/23/1996, 1997, 1998 and 1999
17,000 His Spouse 5.8125 One-quarter exercisable on each of
6/6/1997, 1998, 1999 and 2000
3,000 His Spouse 5.8125 One-quarter exercisable on each of
9/19/1997, 1998, 1999 and 2000
12,500 His Spouse 5.8125 One-quarter exercisable on each of
11/21/1997, 1998, 1999 and 2000
</TABLE>
- ----------
* Option grant was subject to stockholder approval of the Issuer's equity
incentive plan, the plan under which the option grant was made. The Issuer's
stockholders approved the plan on July 29, 1997.
Page 4 of 6
<PAGE>
Mr. Rizzone may also be deemed to be the beneficial owner of an aggregate of
147,900 shares of Class B and Class E Common Stock (two-thirds Class B and one-
third Class E Common Stock) under options (which are currently exercisable with
exercise prices of $4.65 per share) granted to him from the Issuer. When added
to his direct and deemed beneficial ownership of Class A Common Stock, and
assuming the exercise of all current options and warrants, such additional
shares would give Mr. Rizzone approximately 8.0% of the outstanding voting power
of the Class A, Class B and Class E Common Stock, taken as a whole.
(b) Mr. Rizzone possesses the sole power to vote and dispose of the
1,300 shares of Class A Common Stock he currently holds. Until he and his
spouse exercise their options and warrants, Mr. Rizzone does not possess the
sole power to vote or to direct the vote, the shared power to vote or to direct
the vote, the sole power to dispose or to direct the disposition, or the shared
power to dispose or to direct the disposition of the shares underlying such
options and warrants.
(c) Mr. Rizzone has held the shares, and Mr. Rizzone and his spouse
have held the options and warrants, described in Item 5(a) above for more than
60 days. However, one option to purchase 133,600 shares of Class A Common Stock
held by Mr. Rizzone was granted subject to stockholder approval of the Issuer's
equity incentive plan. On July 29, 1997, Issuer's stockholders approved that
plan.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
- ------ --------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Not applicable.
Item 7. Material to be Filed as Exhibits.
- ------ --------------------------------
Not applicable.
Page 5 of 6
<PAGE>
SIGNATURE
After due inquiry, to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 8, 1997
/s/ Stephen R. Rizzone
--------------------------------
Stephen R. Rizzone
Page 6 of 6
