-----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, CWqB4O9ioJ7YGs8oAafJJ7GuDX5AqHEQ4WTwrBqTOSHFkRH0TGgoma8RCJkLo1qw lgbaf3NQSM3iP/FBjDgwRw== 0001104659-09-003846.txt : 20090123 0001104659-09-003846.hdr.sgml : 20090123 20090123144315 ACCESSION NUMBER: 0001104659-09-003846 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090123 DATE AS OF CHANGE: 20090123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BURNETT GERALD J CENTRAL INDEX KEY: 0001230896 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 6506102900 MAIL ADDRESS: STREET 1: C/O AVISTAR COMMUNICATIONS CORP STREET 2: 555 TWIN DOLPHIN DR CITY: REDWOOD SHORES STATE: CA ZIP: 94065 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVISTAR COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001111632 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 880383089 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59535 FILM NUMBER: 09541791 BUSINESS ADDRESS: STREET 1: 1875 SOUTH GRANT ST STREET 2: 10TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 6505253300 MAIL ADDRESS: STREET 1: 1875 SOUTH GRANT ST STREET 2: 10TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94402 SC 13D/A 1 a09-3720_1sc13da.htm SC 13D/A

 

 

 

OMB APPROVAL

 

UNITED STATES

OMB Number:    3235-145

 

SECURITIES AND EXCHANGE COMMISSION

Expires:    February 28, 2009

 

Washington, D.C. 20549

Estimated average burden hours per response. . . . . . . 15

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

Avistar Communications Corporation

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

05379X208

(CUSIP Number)

 

Gerald J. Burnett

c/o Avistar Communications Corporation

1875 South Grant St., 10th Flr.

San Mateo, CA  94402

Telephone:  (650) 525-3300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

August 4, 2008

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 ("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).

 

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

 



 

CUSIP No.  05379X208

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Gerald J. Burnett

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF & OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
14,214,700

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
14,214,700

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,214,700

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
41.12%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

 

2



 

Item 1.

Security and Issuer

This Amendment No. 5 amends the Statement on Schedule 13 D filed with the Securities and Exchange Commission (the “Commission”) on September 1, 2000 by R. Stephen Heinrichs, Gerald J. Burnett and The Gerald J. Burnett and Marjorie J. Burnett Revocable Trust for the benefit of Gerald J. and Marjorie J. Burnett (the “Burnett Trust”) (the “Original Schedule 13D”), and amended on October 15, 2003 (“Amendment No. 1”), on November 14, 2003 (“Amendment No. 2”), January 25, 2008 (“Amendment No. 3”) and June 17,2008 (“Amendment No. 4”) by Dr. Burnett.  This Schedule 13D relates to shares of common stock, $0.001 par value per share of Avistar Communications Corporation, a Delaware corporation (the "Issuer"), with its principal executive office at 1875 South Grant Street, 10th Floor, San Mateo, California 94402.  Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D.

 

 

Item 2.

Identity and Background

(a) This Amendment is being filed by Gerald J. Burnett. 

 

(b) Dr. Burnett’ address is c/o Avistar Communications Corporation, 1875 South Grant St., 10th Flr., San Mateo, CA  94402.

 

(c) Until January 2008, Dr. Burnett was employed by the Issuer as its President and Chief Executive Officer.  Dr. Burnett serves as chairman and a member of the board of directors of the Issuer. 

 

(d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and misdemeanors).

 

(e) During the past five years, the Reporting Person has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction, where, as a result of such proceeding the Reporting Person is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or any finding of any violation with respect to such laws. 

 

(f)  Dr. Burnett is a citizen of the United States of America.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

The ownership of shares of the Issuer’s common stock previously reported in the Original Schedule 13D and in Amendments No. 1, No. 2, No. 3 and No. 4 is hereby amended to include the following information:

 

Dr. Burnett has acquired shares of the Issuer’s common stock through open market purchases during 2008 using his personal funds.  A summary of the shares acquired follows:

 

Date

 

Number of
Shares

 

Price Per Share

 

Total Price Paid

 

08/04/08

 

7,000

 

$

1.03

 

$

7,210.00

 

08/04/08

 

2,000

 

1.06

 

2,120.00

 

08/04/08

 

2,000

 

1.08

 

2,160.00

 

08/04/08

 

4,000

 

1.09

 

4,360.00

 

08/04/08

 

1,000

 

1.10

 

1,100.00

 

08/05/08

 

5,000

 

1.04

 

5,200.00

 

08/05/08

 

2,000

 

1.05

 

2,100.00

 

 

3



 

Date

 

Number of
Shares

 

Price Per Share

 

Total Price Paid

 

08/05/08

 

2,500

 

1.06

 

2,650.00

 

08/05/08

 

2,500

 

1.07

 

2,675.00

 

08/05/08

 

5,000

 

1.10

 

5,500.00

 

08/14/08

 

10,000

 

1.1323

 

11,323.00

 

 

 

 

 

 

 

 

 

TOTALS:

 

43,000

 

 

 

$

46,398.00

 

 

Item 4.

Purpose of the Transaction

The acquisition of the Issuer’s common stock by Dr. Burnett through open market purchases were for investment purposes only and were not intended to, and did not affect any change in the control of the Issuer. 

 

 

Item 5.

Interest in Securities of the Issuer

(a)     Dr. Burnett beneficially owns 14,214,700 shares of the Issuer’s common stock in a revocable trust, or 41.12% of the 34,567,805 shares of Issuer’s common stock outstanding as of November 10, 2008.  Dr. Burnett has the sole power to vote, direct the vote, dispose and direct the disposition of such shares of the Issuer’s common stock.

 

Dr. Burnett also beneficially owns $1,540,000 principal amount of 4.5% convertible subordinated secured promissory notes due 2010 that are expected to become convertible into common stock of the Issuer after January 4, 2009.  Dr. Burnett has the sole power to dispose and direct the disposition of such notes.

 

(b)     There is no shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition, of any shares of common stock referenced in paragraph 5(a). 

 

(c)     Except as reported herein, Dr. Burnett has not engaged in any transactions in the common stock of the Issuer during the past 60 days.

 

 

Item 6.

Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer

Dr. Burnett has entered into revocable trust agreements for estate planning purposes through which he owns all of his interests in the Issuer.  Dr. Burnett has the sole voting and dispositive power over shares held by the Burnett Trust and may revoke the trust at his sole discretion.

 

Dr. Burnett currently holds options to purchase common stock of the Issuer totaling 75,000 shares, of which options to purchase 7,291 shares are exercisable within 60 days of December 31, 2008.

 

 

Item 7.

Material to be Filed as Exhibits

None

 

4



 

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.

 

 

 

/s/ Gerald J. Burnett

 

Gerald J. Burnett

 

 

 

Date:  January 22, 2009

 

5


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