UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
FALCONSTOR SOFTWARE, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
306137100
(CUSIP Number)
August 22, 2001
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
--------
(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 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 8
CUSIP No. 306137100
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eli Oxenhorn
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 2,898,932 shares 6.5%
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 454,770 shares 1.0%
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 2,898,932 shares 6.5%
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 454,770 shares 1.0%
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,353,702 shares
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 306137100
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eli Oxenhorn Family Limited Partership
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 454,770 shares 1.0%
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0 shares 0%
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 454,770 shares 1.0%
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 0 shares 0%
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
454,770 shares
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
Page 3 of 8
Item 1.
(a) FalconStor Software, Inc.
(b) Address of Issuer's Principal Executive Offices
125 Baylis Road
Melville, New York 11747
Common Stock, $0.01 par value per share (CUSIP No. 306137100)
Item 2.
1. (a) Name of Person Filing: Eli Oxenhorn
(b) Address of Principal Business Office, or, if none, Residence:
56 The Intervale
Roslyn Estates, New York 11576
(c) Citizenship: United States
(d) Title of Class of Securities:
Common Stock, $0.01 par value per share
(e) CUSIP Number: 306137100
2. (a) Name of Person Filing: Eli Oxenhorn Family Limited Partnership
(b) Address of Principal Business Office, or, if none, Residence:
56 The Intervale
Roslyn Estates, New York 11576
(c) Citizenship: Not applicable.
(d) Title of Class of Securities:
Common Stock, $0.01 par value per share
(e) CUSIP Number: 306137100
Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person is a:
(a) |_| Broker or dealer registered under section 15 of the Act (15
U.S.C.78o)
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company as registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |_| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss.240.13d- 1(b)(1)(ii)(F);
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(g) |_| A parent holding company or control person in accordance
with ss.240.13d- 1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Pursuant to an Agreement and Plan of Merger and Reorganization, dated as of
May 4, 2001, by and among FalconStor, Inc., Empire Acquisition Corp., a direct
wholly-owned subsidiary of Network Peripherals, Inc., and Network Peripherals,
Inc., FalconStor, Inc. merged with Empire Acquisition Corp. and became a
wholly-owned subsidiary of Network Peripherals, Inc.
The conversion ratio was 0.721858 shares of the Common Stock of FalconStor
Software, Inc. (formerly known as Network Peripherals, Inc.), for each share of
the common stock of FalconStor, Inc.
1. Eli Oxenhorn:
(a) Amount Beneficially Owned: 3,353,702(2,3,4) shares.
(b) Percent of Class: 7.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,898,932(2)
shares.
(ii) shared power to vote or to direct the vote: 454,770(3,4)
shares.
(iii) sole power to dispose or to direct the disposition of:
2,898,932(2) shares.
(iv) shared power to dispose or to direct the disposition of:
454,770(3,4) shares.
2. Eli Oxenhorn Family Limited Partnership:
(a) Amount Beneficially Owned: 454,770(3) shares. Reporting person is
the general partner of the Eli Oxenhorn Family Limited
Partnership.
(b) Percent of Class: 1.0%
(c) Number of shares as to which such person has:
-------------------
(2) Consists of 2,887,432 shares of Common Stock held by Mr. Oxenhorn,
3,500 shares held by the Eli Oxenhorn SEP IRA account and 8,000 shares held by
the Eli Oxenhorn Rollover IRA Account.
(3) Consists of 454,770 shares of Common Stock held by the Eli Oxenhorn
Family Limited Partnership.
(4) The reporting person disclaims beneficial ownership of these
securities, except to the extent of his equity interest therein.
Page 5 of 8
(i) sole power to vote or to direct the vote: 454,770(3) shares.
(ii) shared power to vote or to direct the vote: 0 shares.
(iii) sole power to dispose or to direct the disposition of:
454,770(3) shares.
(iv) shared power to dispose or to direct the disposition of: 0
shares.
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. |_|
Instruction: Dissolution of a group requires a response to this item.
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.
See Exhibit A for Joint Filing Agreement.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
(b) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(c):
By signing below each party certifies that, to the best of
his/its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Date: October 2, 2001
/s/ Eli Oxenhorn
---------------------------------------------
Eli Oxenhorn
Eli Oxenhorn Family Limited Partnership
By: /s/ Eli Oxenhorn
--------------------------------------
Name: Eli Oxenhorn
Title: General Partner
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
Page 7 of 8
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including amendments thereto) with respect
to the Common Stock, $0.01 par value per share, of FalconStor Software, Inc. and
that this Agreement be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective
as of the 22nd day of August, 2001.
/s/ Eli Oxenhorn
-----------------------------------------
Eli Oxenhorn
Eli Oxenhorn Family Limited Partnership
By: /s/ Eli Oxenhorn
--------------------------------
Name: Eli Oxenhorn
Title: General Partner
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