-----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, OqMNqQ4CvD0t8lFuJZAL0cP+wThEIEvHY4MRvMnBbH0OtLqx+llQ9tHEKtDygBrQ pPAjbsrIVmtSBR700AEtAA== 0000915887-00-000020.txt : 20000405 0000915887-00-000020.hdr.sgml : 20000405 ACCESSION NUMBER: 0000915887-00-000020 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000404 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AETHER SYSTEMS LLC CENTRAL INDEX KEY: 0001093434 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 522186634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-58205 FILM NUMBER: 593074 BUSINESS ADDRESS: STREET 1: 11460 CRONRIDGE DRIVE CITY: OWINGS MILLS STATE: MD ZIP: 21117 BUSINESS PHONE: 4106546400 MAIL ADDRESS: STREET 1: 11460 CRONRIDGE DRIVE CITY: OWINGS MILLS STATE: MD ZIP: 21117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEXGEN TECHNOLOGIES LLC CENTRAL INDEX KEY: 0001110768 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 179802074 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11460 CRONRIDGE DRIVE CITY: OWINGS MILLS STATE: MD ZIP: 21117 BUSINESS PHONE: 4106546400 MAIL ADDRESS: STREET 1: 11460 CRONRIDGE DRIVE CITY: OWINGS MILLS STATE: MD ZIP: 21117 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Aether Systems Inc. ---------------------------- NAME OF ISSUER: Common Stock (Par Value $.01) ---------------------------- TITLE OF CLASS OF SECURITIES 00808V 10 5 ---------------------------- 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) CUSIP NO. 00808V 10 5 13G Page 2 of 7 Pages ------------ --- --- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NexGen Technologies, L.L.C. 17-9802074 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland 5 SOLE VOTING POWER NUMBER OF 6,452,084 SHARES 6 SHARED VOTING POWER BENEFICIALLY 16,900,078 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 6,452,084 PERSON WITH 8 SHARED DISPOSITIVE POWER 6,452,084 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,900,078 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 44.6% 12 TYPE OF REPORTING PERSON* PN - ---------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 00808V 10 5 13G Page 3 of 7 Pages ------------ --- --- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David S. Oros ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 7,324,584 SHARES 6 SHARED VOTING POWER BENEFICIALLY 17,772,578 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 7,324,584 PERSON WITH 8 SHARED DISPOSITIVE POWER 7,324,584 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,772,578 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 45.9% 12 TYPE OF REPORTING PERSON* IN - ---------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 7 Pages --- --- Item l(a). Name of Issuer: Aether Systems Inc. (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: The address of the Issuer's principal executive offices is 11460 Cronridge Drive, Owings Mills, Maryland 21117 Item 2(a). Name of Person Filing: This statement is filed on behalf of NexGen Techologies, L.L.C. and David S. Oros Item 2(b). Address of Principal Business Office or, if none, Residence: The principal place of business of NexGen Technologies, L.L.C. and David S. Oros is 11460 Cronridge Drive, Owings Mills, Maryland 21117. Item 2(c). Citizenship: The citizenship or place of organization of each of the Reporting Persons is set forth on the cover page. Item 2(d). Title of Class of Securities: The title of the securities is common stock, par value $.01 per share (the "Common Stock"). Item 2(e). CUSIP Number: The CUSIP number of the Common Stock is set forth on the cover page. Item 3. If this statement is filed pursuant to Rules 13d-l(b), or 13d-2(b) or (c), 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 of 1940; (e) [ ] An investment adviser in accordance with Rule 13d-1 (b)(l)(ii)(E); (f) [ ] An employee benefit plan, or endowment fund in accordance with Rule 13d- 1 (b)(I)(ii)(F); Page 5 of 7 Pages --- --- (g) [ ] A parent holding company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G); (h) [ ] A savings association as defined 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 of 1940; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] Item 4. Ownership. (a) Amount beneficially owned: Nexgen Technologies, L.L.C. 16,900,078 David S. Oros 17,772,578 (b) Percent of class: NexGen Technologies, L.L.C. 44.6% David S. Oros 45.9% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: NexGen directly owns 6,452,084 shares of Common Stock. David Oros owns warrants to purchase 872,500 shares of Common Stock. (ii) Shared power to vote or to direct the vote: As a result of the voting agreement with Telcom-ATI Investors, L.L.C., 3Com Corporation and Reuters MarketClip Holdings Sarl, NexGen has the shared power to vote 16,900,078 shares of Common Stock. Mr. Oros individually and through his ability to control NexGen and NexGen's rights under the stockholder agreement, has the shared power to vote or to direct the vote of 17,722,578 shares of Common Stock. Page 6 of 7 Pages --- --- (iii) Sole power to dispose or to direct the disposition of: NexGen has the sole power to dispose or to direct the disposition of 6,452,084 shares of Common Stock. Mr. Oros has the sole power to dispose or to direct the disposition of 7,324,584 shares of Common Stock. (iv) Shared power to dispose or to direct the disposition of: NexGen has the shared power to dispose of 6,452,084 shares of Common Stock. Mr. Oros has the shared power to dispose of 7,324,584 shares of Common Stock. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. 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. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. N/A Page 7 of 7 Pages --- --- 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. Dated: March 31, 2000 NEXGEN TECHNOLOGIES, L.L.C. By: /s/ David S. Oros --------------------------- Name: David S. Oros Title: Secretary /s/ David S. Oros --------------------------- David S. Oros -----END PRIVACY-ENHANCED MESSAGE-----