sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)1
FALCONSTOR SOFTWARE, INC.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of class of securities)
306137 10 0
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 15, 2001
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note. The Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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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 Exchange
Act of 1934 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).
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CUSIP No. 74833H 10 0 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ReiJane Huai
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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*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 10,824,260 shares
OWNED BY EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
0 shares
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9 SOLE DISPOSITIVE POWER
10,824,260 shares
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10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,824,260 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)
24.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 74833H 10 0 13D Page 3 of 7 Pages
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The following constitutes Amendment No. 1 to the Schedule 13D filed
by the undersigned (the "Schedule 13D"). Except as specifically amended by this
Amendment No. 1, the Schedule 13D remains in full force and effect. Capitalized
terms used in this Amendment No.1 but not defined herein shall have the meaning
set forth in the Schedule 13D.
Item 6 is amended in its entirety to read as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
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Securities of the Issuer.
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Prior to the Merger, the Reporting Person and the other stockholders
of the Issuer who received shares of Common Stock in the Merger executed a
lock-up agreement (the "Lock-Up Agreement") which provided that the sale of the
shares of Common Stock they acquired in the Merger were subject to a lock-up
until August 22, 2002. In January 2002, certain of the stockholders subject to
the Lock-up Agreement, including the Reporting Person, agreed to extend their
lock-up until April 30, 2003 (the "Extended Lock-Up"). In connection with the
Extended Lock-Up, the Board of Directors obtained the approval of certain
principal stockholders of the Issuer, including the Reporting Person, Barry
Fingerhut, Marilyn Rubenstein, Irwin Lieber, Barry Rubenstein, and certain
investment partnerships affiliated with Messrs. Lieber and Rubenstein who
directly own shares of Common Stock being Seneca Ventures, Woodland Venture
Fund, Woodland Partners, Wheatley Partners, L.P., Wheatley Foreign Partners,
L.P., Wheatley Partners II, L.P., Wheatley Partners III, L.P., Whatley Foreign
Partners III, L.P., and Wheatley Associates III, L.P. (collectively, the
"Principal Stockholders") to provide that in the event that the Board of
Directors releases shares of Common Stock from the Lock-Up Agreement prior to
April 30, 2003, that the shares held by the Principal Stockholders will not be
released from the Lock-Up Agreement until all other stockholders subject to the
Lock-Up Agreement have been given the opportunity to elect to have all of their
shares of Common Stock subject to the Lock-Up Agreement released by the Issuer
for sale. No shares of Common Stock owned by the Reporting Person has been
released from the Lock-Up Agreement.
Item 7 is amended to include the following:
Item 7. Materials to be Filed as Exhibits.
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The following documents are filed herewith:
Form of Lock-Up Agreement dated January 2002 by and among the
Issuer and certain stockholders of the Issuer.
[The remainder of this page was purposely left blank.]
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CUSIP No. 74833H 10 0 13D Page 4 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 24, 2002
/s/ ReiJane Huai
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ReiJane Huai
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CUSIP No. 74833H 10 0 13D Page 5 of 7 Pages
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Exhibit Index
The following document is filed herewith:
(a) Form of Lock-Up Agreement dated January 2002 by and among
the Issuer and certain stockholders of the Issuer.
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CUSIP No. 74833H 10 0 13D Page 6 of 7 Pages
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Exhibit (a)
FALCONSTOR SOFTWARE, INC. LOCK-UP AGREEMENT
As of January 7, 2002
Stockholder
To Whom It May Concern:
Pursuant to an Agreement and Plan of Merger and Reorganization,
dated as of May 4, 2001 (the "Agreement"), Empire Acquisition Corp., a wholly
owned subsidiary of Network Peripherals Inc. ("NPI"), merged with and into
FalconStor, Inc. (the "Merger"), with the surviving entity called FalconStor
Software, Inc. (the "Company"). To induce NPI to enter into the Agreement, the
undersigned, during the period that commenced on August 22, 2001 and ends on
August 22, 2002 (the "Lock-Up Period"):
(i) agreed not to, directly or indirectly sell, offer to sell,
contract to sell (including, without limitation, any short sale),
grant any option to purchase or otherwise transfer or dispose of
(other than to donees who agree to be similarly bound) any
securities received by the undersigned in connection with the
Merger; and
(ii) acknowledged that following August 22, 2001, the
Company's Board of Directors may, in its sole discretion, release
any or all of the shares held by the undersigned from the
obligations of this letter prior to the expiration of the Lock-Up
Period.
As set forth in the attached letter, the Board of Directors believes
it would be beneficial for all stockholders to extend the Lock-Up Period until
April 30, 2003. By executing this letter, you agree to extend the Lock-Up Period
(the "Lock-Up Extension") until and including April 30, 2003, and you
acknowledge the beneficial benefits to you of this extension.
Furthermore, the Lock-Up Extension will not be effective unless 100%
of all stockholders subject to the Lock-Up Period agree to the extension.
Finally, in order to facilitate an orderly sale of stock subject to the lock-up,
if the Board of Directors decides to release any shares before the expiration of
the Lock-Up Extension, the undersigned will be required and agrees to use either
HD Brous & Co., Inc., Ladenberg, Thalman & Co., Inc., Wien Securities
Corp. or Janney Montgomery Scott LLC, as the undersigned indicates below. You
can sell shares though such brokers during the limited time period of the
release. Any release of shares not sold during such period shall remain subject
to the Lock-Up Extension.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to execute this letter and enter the agreements set
forth herein, and that, upon request, the undersigned will execute any
additional documents necessary or desirable in connection with the enforcement
hereof.
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CUSIP No. 306137 10 0 13D Page 7 of 7 Pages
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All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any obligations of the
undersigned shall be binding upon the heirs, personal representatives,
successors, and assigns of the undersigned.
Very truly yours,
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Stockholder's Signature
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Name and Address Stockholder
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Social Security or Taxpayer Identification No.
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Number of shares of FalconStor Software, Inc. Common
Stock owned beneficially or of record:
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Certificate Numbers:
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Broker choice (if you are already a registered broker-
dealer, please provide the name of your brokerage firm):
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E-mail address:
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Facsimile number:
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Telephone No. (Day):
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Telephone No. (Night):
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Cellular Telephone No.
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