FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 OMB NUMBER: 3235-0104
EXPIRES: DECEMBER 31, 2001
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE......0.5
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
<TABLE>
Filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30
(f) of the Investment Company Act of 1940
(Print or type responses)
<CAPTION>
<S> <C> <C> <C>
1. Name and Address of 2. Date of 4. Issuer Name AND Ticker or
Reporting Person* Event Trading Symbol
Requiring LanguageWare.net(Company)
Venture TDF Pte Ltd. Statement Ltd. (LWNTF)
(Month/Day/Year)
(01/14/00)
(Last) (First) (Middle) 3. I.R.S. 5.Relationship of Reporting 6.If Amendment, Date of Original
9 Scotts Road Identification Person(s) to Issuer (Month/Day/Year)
#06-01 Pacific Plaza Number of (Check all applicable)
Reporting __ Director _X_ 10% Owner
(Street) Person, if an
Singapore 228210 entity __ Officer __ Other
(Voluntary) (give (specify 7.Individual or Joint/Group Filing
title below) (Check Applicable Line)
below) __ Form filed by One Reporting Person
_______________________ _X_Form filed by More than One Reporting
Person
(City) (State) (Zip) TABLE I -- NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
1. Title of Security 2. Amount of 3. Ownership Form: Direct 4. Nature of Indirect Beneficial Ownership
(Instr. 4) Securities (D) or Indirect (I) (Instr. 5)
Beneficially (Instr. 5)
Owned
(Instr. 4)
6,420,249 I By Technology Fund Pte Ltd.
Ordinary Shares, NIS .01 nominal
value per share
3,717,735 I By Technology Fund II Pte Ltd.
Ordinary Shares, NIS .01 nominal
value per share
</TABLE>
Reminder: Report on a separate line for each class of
securities beneficially owned directly or indirectly. (Over)
* If the form is filed by more than one reporting
person, see Instruction 5(b)(v). SEC 1473 (3-99)
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
INFORMATION CONTAINED IN THIS FORM ARE NOT
REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID
OMB CONTROL NUMBER.
<PAGE>
FORM 3 (CONTINUED) TABLE II -- DERIVATIVE SECURITIES
BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS,
CONVERTIBLE SECURITIES)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1. Title of 2. Date 3. Title and Amount of 4. Conver- 5. Owner- 6. Nature of
Derivative Security Exer- Securities Underlying sion ship Indirect
(Instr. 4) cisable Derivative Security or Form Beneficial
and (Instr. 4) Exercise of Ownership
Expir- Price of Deri- (Instr. 5)
ation Deri- vative
Date vative Security:
(Month/ Security (D) or
Day/ Indirect
Year) (I)
(Instr. 5)
Date Expira- Amount
Exer- tion or
cisa- Date Title Number
ble of
Shares
Convertible Debenture 3/1/ 5/31 Ordinary Shares, 573,431 $0.15 I By Technology
00_/1 /00_/2 NIS .01 nominal Fund II Pte
value per share Ltd.
Warrant 3/1/ 5/31 Ordinary Shares, 286,715 $0.15 I By Technology
00_/3 /05 NIS .01 nominal Fund II Pte
value per share Ltd.
Convertible Debenture 3/1/ 5/31 Ordinary Shares, 1,684,452 $0.15 D
00_/1 /00_/2 NIS .01 nominal
value per share
Warrant 3/1/ 5/31 Ordinary Shares, 842,226 $0.15 D
00_/3 /05 NIS .01 nominal
value per share
</TABLE>
Explanation of Responses:
1 Conversion subject to repayment right by Issuer pursuant to
Convertible Debenture.
2 Convertible Debenture due 5/31/00.
3 Issuable under terms of Convertible Debenture assuming
Convertible Debenture has not been repaid.
By: /s/ Thomas Ng
** Intentional misstatements or omissions of facts Name: Thomas Ng 1/24/00
constitute Federal Criminal Violations. Title: Director
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
** Signature of Date
Reporting Person
Note: File three copies of this Form, one of which must
be manually signed. If space provided is insufficient,
See Instruction 6 for procedure.
Potential persons who are to respond to the collection of
information contained in this form are not
required to respond unless the form displays a currently valid
OMB Number.
Page 2
<PAGE>
SUPPLEMENTAL PAGE TO FORM 3
Reporting Persons: (1) Technology Fund Pte Ltd.
(2) Technology Fund II Pte Ltd.
Both reporting persons share the same
address:
9 Scotts Road
#06-01 Pacific Plaza
Singapore 228210
Issuer/ Trading Symbol: LanguageWare.net (Company) Ltd. (LWNTF)
Date of Event Requiring Statement: January 14, 2000
Explanation of Nature of Indirect Beneficial Ownership: Venture
TDF Pte Ltd., as the investment manager of Technology Fund Pte
Ltd. ("Tech Fund") and Technology Fund II Pte Ltd. ("Tech Fund
II"), may be deemed to share with Tech Fund and Tech Fund II the
power to vote or direct the vote and to dispose or to direct the
disposition of the 10,998,130 Ordinary Shares of Issuer of which
Tech Fund and Tech Fund II are beneficial owners as of
January 14, 2000.
Date: January 24, 2000
Technology Fund Pte Ltd.
By: /s/ Thomas Ng
Name: Thomas Ng
Title: Director
Technology Fund II Pte Ltd.
By: /s/ Thomas Ng
Name: Thomas Ng
Title: Director
Page 3 of 3
