-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HYnKib6p5cNDL8p/Sk5vYSSm1jHkHAckIytnnzBfKilDAy5SLc6gVn4atVPjCAl0 rs26e5bxfMfzJEprYGMEdQ== 0000883780-00-000038.txt : 20000216 0000883780-00-000038.hdr.sgml : 20000216 ACCESSION NUMBER: 0000883780-00-000038 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NET2PHONE INC CENTRAL INDEX KEY: 0001086472 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 223559037 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-56655 FILM NUMBER: 544473 BUSINESS ADDRESS: STREET 1: 17 MAIN STREET CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2019282990 MAIL ADDRESS: STREET 1: 17 MAIN STREET CITY: HACKENSACK STATE: NJ ZIP: 07601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA ONLINE INC CENTRAL INDEX KEY: 0000883780 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 541322110 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: AMERICA ONLINE, INC. STREET 2: 22000 AOL WAY CITY: DULLES STATE: VA ZIP: 20166 BUSINESS PHONE: 7032651000 MAIL ADDRESS: STREET 1: 22000 AOL WAY CITY: DULLES STATE: VA ZIP: 20166 SC 13G 1 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.___________)1 Net2Phone Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 64108N 10 6 (CUSIP Number) December 31, 1999 (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) [ ] Rule 13d-1(c) [X ] Rule 13d-1(d) 1. NAMES OF REPORTING PERSONS America Online, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 54-1322110 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware SOLE VOTING POWER NUMBER OF 5. 2,795,000 SHARES BENEFICIALLY SHARED VOTING POWER 6. -0- OWNED BY EACH SOLE DISPOSITIVE POWER 7. 2,795,000 REPORTING PERSON SHARED DISPOSITIVE POWER 8. -0- WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,795,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: Net2Phone Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 171 Main Street, Hackensack, New Jersey 07601 Item 2(a). Name of Person Filing: America Online, Inc. Item 2(b). Address of Principal Business Office or, if None, Residence: 22000 AOL Way Dulles, Virginia 20166 Item 2(c). Citizenship: America Online, Inc. was organized and exists under the laws of the State of Delaware Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e). CUSIP Number: 64108N 10 6 Item 3. If this statement if 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 Exchange Act. (b) [ ] Bank as defined in Section 3 (a) (6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b) (1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-I(b)(1)(ii)(G). (h) [ ] A savings association as define in Section 3(b) of the Federal Deposit Insurance Act. (I) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-I(b)(1)(ii)(J). If this statement if filed pursuant to Rule 13d-1(c), check this box. [X] Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 2,795,000* ------------------- (b) Percent of class: 5.4% ---------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 2,795,000 ------------------ (ii) Shared power to vote or to direct the vote -0- ----- (iii) Sole power to dispose or to direct the disposition of 2,795,000 ------------ (iv) Shared power to dispose or to direct the disposition of -0- ---------- Instruction. For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1). - ----------- *The Reporting Person beneficially owns 2,795,000 shares of Common Stock of the Issuer, representing 500,000 shares of Common Stock, 2,250,000 shares of Class A common stock and 45,000 shares issuable upon exercise of presently exercisable warrants, or warrants exercisable within 60 days, based upon the number of shares of Common Stock outstanding as reported in the Issuer's Form 10-Q for the quarter ended October 31, 1999. 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. Except as otherwise disclosed in periodic public filings with the Securities and Exchange Commission, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. 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 Item 9. Notice of Dissolution of Group. N/A Item 10. Certifications. N/A 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 14, 2000 (Date) /s/Paul T. Cappuccio (Signature) Paul T. Cappuccio Senior Vice President and General Counsel (Name/Title) 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 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). -----END PRIVACY-ENHANCED MESSAGE-----