<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)(1)
Premenos Technology Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
74045 V 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
-------------
- ---------------
(1) 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 and 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. 74045 V 10 3 Page 2 of 5 Pages
SCHEDULE 13G
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Hildes
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [N/A]
(b) [N/A]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER 0 (see Item 4)
NUMBER OF SHARES --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 0
OWNED BY EACH --------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 2,275,401 (see Item 4)
PERSON WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,380,401 (see item 4)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.3%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 74045 V 10 3 Page 3 of 5 Pages
Item 1(a). Name of Issuer:
Premenos Technology Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
1000 Burnett Avenue, Concord, CA 94520
Item 2(a). Name of Person Filing:
David Hildes
Item 2(b). Address of Principal Business Office or, if None, Residence:
1000 Burnett Avenue, Concord, CA 94520
Item 2(c). Citizenship:
U.S.
Item 2(d). Title of Class of Securities:
Connon Stock, par value $.01 per share
Item 2(e). CUSIP Number:
74045V 10 3
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 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,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(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 13d-1(b)(1)(ii)(F),
<PAGE>
CUSIP No. 74045 V 10 3 Page 4 of 5 Pages
(g) [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. Ownership.
(a) Amount beneficially owned:
2,380,401 *
(b) Percent of class:
19.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
0 **
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
2,275,401 ***
(iv) Shared power to dispose or to direct the disposition of:
0
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 [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
* Includes options on 30,874 shares of Common Stock exercisable within 60
days of December 31, 1996, also includes 105,000 shares transferred to a
charitable remainder trust of which Mr. Hildes and his wife are income
beneficiaries.
** Pursuant to a voting agreement between Mr. Jenkins, Chairman of the Board
of Directors, and Mr. Hildes, Vice Chairman of the Board of Directors, Mr.
Jenkins has sole voting control over the shares of Common Stock owned by
Messrs. Jenkins and Hildes. The voting agreement between Messrs. Jenkins
and Hildes terminates under certain circumstances which include the death
of Mr. Jenkins.
*** Includes options on 30,874 shares of Common Stock exercisable within 60
days of December 31, 1996. Excludes 105,000 shares subject to a
charitable remainder trust over which Mr. Hildes has no disposable power.
<PAGE>
CUSIP No. 74045 V 10 3 Page 5 of 5 Pages
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect."
Signature
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.
February 10, 1997
----------------------------------------
(Date)
/s/ David Hildes
----------------------------------------
(Signature)
David Hildes, Vice Chairman
----------------------------------------
(Name/Title)
