UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Expert Software, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
3021311
-------
(CUSIP Number)
Check the following box if a fee is being paid with this 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") 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 1 of 5 Pages
<PAGE>
Item 1(a). Name of Issuer:
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Expert Software, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
------------------------------------------------
800 Douglas Road, Executive Tower, Suite 750, Coral Gables,
FL 33134.
Item 2(a). Name of Persons Filing:
-----------------------
This statement is being filed by Geocapital II, L.P.
("Geocapital II"), Softven Management ("Softven"), BVA
Associates ("BVA") and Stephen J. Clearman, Charles Federman,
Irwin Lieber and James J. Harrison. Mr. Federman is the
managing partner of BVA. BVA and Messrs. Clearman, Harrison
and Lieber are general partners of Softven, the sole general
partner of Geocapital II. Geocapital II, Softven, BVA and
Messrs. Clearman, Federman, Lieber and Harrison are sometimes
referred to collectively herein as the "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if None, Residence:
------------------------------------------------------------
The address of the principal business office of
Geocapital II, Softven and Mr. Clearman is 2 Executive Drive,
Fort Lee, NJ 07024. The address of the principal business
office of BVA and Mr. Federman is One Bridge Plaza, Fifth
Floor, Fort Lee, New Jersey 07024. The address of the
principal business office of Mr. Lieber is c/o Geocapital
Corporation, 767 Fifth Avenue, 45th Floor, New York, NY 10153.
The address of the principal business office of Mr. Harrison
is 777-80 San Antonio Road, Palo Alto, CA 94303.
Item 2(c). Citizenship:
------------
Geocapital II is a limited partnership organized
under the laws of the State of Delaware. Softven and BVA are
general partnerships organized under the laws of the State of
Delaware. Messrs. Clearman, Federman, Lieber and Harrison are
all United States citizens.
Item 2(d). Title of Class of Securities:
-----------------------------
Common Stock, $.01 par value per share ("Common Stock").
Item 2(e). CUSIP Number:
-------------
3021311
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
------------------------------------------------------
(a) [ ] Broker or Dealer registered under Section 15
of the Securities Exchange Act of 1934
(the "Act").
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act.
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act.
(d) [ ] Investment Company registered under Section 8
of the Investment Company Act of 1940.
(e) [ ] Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940.
Page 2 of 5 Pages
<PAGE>
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
of the Act.
(g) [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G) of the Act.
(h) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(H) of the Act.
Not applicable.
Item 4. Ownership:
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(a) Amount Beneficially Owned: Each of the Reporting Persons
may be deemed to own beneficially less than 5% of the shares
of Common Stock.
(b) Percent of Class: Less than 5% for all Reporting Persons
based on the 7,607,881 shares reported to be outstanding in
the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: Less
than 5% for all Reporting Persons.
(ii): Shared power to vote or to direct the vote:
Less than 5% for all Reporting Persons.
(iii) Sole power to dispose or to direct the
disposition of: Less than 5% for all Reporting Persons.
(iv) Shared power to dispose or to direct the
disposition of: Less than 5% for all Reporting Persons.
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 |X|.
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. Geocapital II, L.P., Softven Management, BVA
Associates and Messrs. Clearman, Federman, Lieber and Harrison
expressly disclaim membership in a "group" as defined in Rule
13d-5(b)(1).
Page 3 of 5 Pages
<PAGE>
Item 9. Notice of Dissolution of Group:
-------------------------------
Not applicable.
Item 10. Certification:
--------------
Not applicable.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 4 of 5 Pages
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of its or his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February ______, 1998
GEOCAPITAL II, L.P.
By: Softven Management
By: *
--------------------------------------
Stephen J. Clearman
General Partner
SOFTVEN MANAGEMENT
By: *
------------------------------
Stephen J. Clearman
General Partner
BVA ASSOCIATES
By: *
------------------------------
Charles Federman
Managing Partner
*
- ------------------------------
Stephen J. Clearman
*
- ------------------------------
Charles Federman
*
- ------------------------------
Irwin Lieber
*
- ------------------------------
James J. Harrison
*By: /s/ Richard A. Vines
---------------------
Richard A. Vines
Attorney-in-Fact
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This Schedule 13G was executed by Richard A. Vines pursuant to a Power of
Attorney which was previously filed with the Securities and Exchange Commission
as Exhibit 2 to a Schedule 13D for NETCOM On-Line Communication Services, Inc.
on February 15, 1995.
Page 5 of 5 Pages
