UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PAPERCLIP SOFTWARE, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
0006988211
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(CUSIP Number)
James W. Giddens, solely in his with a copy to: James B. Kobak, Jr.
capacity as trustee for the Hughes Hubbard & Reed LLP
liquidation of One Battery Park Plaza
the business of A.R. Baron & Co., Inc. New York, New York
P.O. Box 359, 10004-1482
Bowling Green Station 212-837-6000
New York, New York 10274
212-425-3005
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 23, 2000
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(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. |_|
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting 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 of less of such class.)
(See Rule 13d-7.)
Page 1 of 6 Pages
<PAGE>
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.
*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 2 of 6 Pages
<PAGE>
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CUSIP NO. 0006988211 13D PAGE 3 OF 6 PAGES
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James W. Giddens, solely in his capacity as trustee under the
Securities Investor Protection Act pursuant to a court order described
herein.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
347,800 Shares
NUMBER OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 Shares
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 347,800 Shares
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
347,800 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
This Amendment No. 2 amends and supplements the Schedule 13D filed on August 27,
1996 (the "Schedule 13D") by James W. Giddens, solely in his capacity as trustee
under SIPA, with respect to the Common Stock of the Issuer. All capitalized
terms used in this Amendment and not otherwise defined herein have the meaning
set forth in the Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a)The Trustee believes that, for the purposes of Rule 13d-3(a) under the
Act, as of April 6, 2000, he was the beneficial owner of 347,800 shares
of Common Stock (the "Shares"), of which 247,800 are Shares underlying
currently exerciseable Redeemable Class A Purchase Warrants of the
Issuer (the "Warrants"). The Shares represent approximately 4.3% of the
total outstanding shares of Common Stock (based on the Issuer's most
recently available filing with the Securities and Exchange Commission).
(b)The Trustee believes that he has the sole power to vote and direct the
vote, and the sole power to dispose or direct the disposition, of the
Shares.
(c)Since the filing of Amendment No. 1 to Schedule 13D on June 4, 1999,
with respect to the Common Stock, the Trustee has effected the
following dispositions which he believes cumulatively may constitute a
material change in beneficial ownership under Rule 13d-2(a) and reduce
the beneficial ownership of the Shares to less than 5% of the total
outstanding shares of Common Stock:
i. On May 21, 1999, the Trustee sold 15,000 shares of Common
Stock for $.20 per share in an open market transaction.
ii. On June 9, 1999, the Trustee sold 25,000 shares of Common
Stock for $.23 per share in an open market transaction.
iii. On June 11, 1999, the Trustee sold 25,000 shares of Common
Stock for $.224 per share in an open market transaction.
iv. On June 18, 1999, the Trustee sold 10,000 shares of Common
Stock for $.21 per share in an open market transaction.
v. On July 20, 1999, the Trustee sold 27,840 shares of Common
Stock for $.16 per share in an open market transaction.
vi. On August 6, 1999, the Trustee sold 10,000 shares of Common
Stock for $.14 per share in an open market transaction.
vii. On August 25, 1999, the Trustee sold 25,000 shares of Common
Stock for $.12 per share in an open market transaction.
Page 4 of 6 Pages
<PAGE>
viii. On January 12, 2000, the Trustee sold 50,000 shares of Common
Stock for $.09 per share in an open market transaction.
ix. On January 21, 2000, the Trustee sold 50,000 shares of Common
Stock for $.10 per share in an open market transaction.
x. On February 1, 2000, the Trustee sold 50,000 shares of Common
Stock for $.16 per share in an open market transaction.
xi. On February 3, 2000, the Trustee sold 25,000 shares of Common
Stock for $.19 per share in an open market transaction.
xii. On February 4, 2000, the Trustee sold 150,000 shares of Common
Stock for $.249 per share in an open market transaction.
xiii. On February 7, 2000, the Trustee sold 50,000 shares of Common
Stock for $.236 per share in an open market transaction.
xiv. On February 8, 2000, the Trustee sold 20,000 shares of Common
Stock for $.22 per share in an open market transaction.
xv. On February 16, 2000, the Trustee sold 25,000 shares of Common
Stock for $.21 per share in an open market transaction.
xvi. On February 22, 2000, the Trustee sold 50,000 shares of Common
Stock for $.205 per share in an open market transaction.
xvii. On February 23, 2000, the Trustee sold 545,000 shares of
Common Stock for $.16 per share in a privately negotiated
transaction.
xviii.On March 17, 2000, the Trustee sold 100,000 Warrants for $.06
per warrant in an open market transaction.
xix. On March 20, 2000, the Trustee sold 15,000 Warrants for $.07
per warrant in an open market transaction.
Page 5 of 6 Pages
<PAGE>
SIGNATURES
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.
Date: April 6, 2000
By: /S/ JAMES W. GIDDENS
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James W. Giddens, solely as trustee
pursuant to a court order dated
July 11, 1996
Page 6 of 6 Pages
