-----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, NPFmf9mdH6DL5VT4khQDzzlJl4ZW4JN7+u9+VYkp1hQBov+9z42Z2/ngptPhEiX7 q7tXxh9EBdjE70apQcQ1pA== 0000932440-04-000021.txt : 20040120 0000932440-04-000021.hdr.sgml : 20040119 20040120172959 ACCESSION NUMBER: 0000932440-04-000021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAMMACK SCOTT J CENTRAL INDEX KEY: 0001195232 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CYBERGUARD STREET 2: 2000 W COMMERCIAL BLVD, SUITE 200 CITY: FORT LAUDERDALE STATE: FL ZIP: 33429 BUSINESS PHONE: 954-958-3900 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYBERGUARD CORP CENTRAL INDEX KEY: 0000927133 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 650510339 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43567 FILM NUMBER: 04533326 BUSINESS ADDRESS: STREET 1: 2000 WEST COMMERCIAL BLVD STREET 2: SUITE 200 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9549583900 MAIL ADDRESS: STREET 1: 2000 WEST COMMERCIAL BLVD STREET 2: 2000 WEST COMMERCIAL BLVD, SUITE 200 CITY: FT LAUDERDALE STATE: FL ZIP: 33309 FORMER COMPANY: FORMER CONFORMED NAME: HARRIS COMPUTER SYSTEMS CORP DATE OF NAME CHANGE: 19940720 SC 13D/A 1 cybe_13dar.htm SCHEDULE 13D/A 13da_cyberguardjan-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)

CyberGuard  Corporation

(Name  of  Issuer)

Common Stock,  par value   $.01

(Title  of  Class  of Securities)

231910100

(CUSIP  Number)

Timothy R. Lavender

Kelley Drye & Warren LLP

333 West Wacker Drive

Chicago, Illinois 60606

312-857-2630

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

January 15, 2004

_________________

(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 |_|.

1. NAME OF REPORTING PERSONS
Scott J. Hammack
   
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a)  |_|
                                            (b)  |_|
   
3. SEC USE ONLY
   
4. SOURCE OF FUNDS
PF
   
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIED PURSUANT TO ITEM
2(d) OR 2(e)          |_|
   
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY 		7. SOLE VOTING POWER

1,202,560
OWNED BY
EACH
REPORTING
PERSON WITH 		8. SHARED VOTING POWER

0
 
  9. SOLE DISPOSITIVE POWER

1,202,560
 
  10. SHARED DISPOSITIVE POWER

0
   
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,202,560
   
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES         |_|
   
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
   
14. TYPE OF REPORTING PERSON
IN

This Amendment No. 2 to Schedule 13D is being filed to reflect the disposition of shares decreasing Mr. Hammack’s holdings to less than 5% of the Common Stock of the Issuer. Only Items 2, 3 and 5 are being amended by this filing.

Item 2.      Identity and Background.  

        This statement is filed by Scott J. Hammack, a United States citizen. Mr. Hammack’s business address is 4623 Pond Apple Dr., S. Naples, Florida 34119. Mr. Hammack resigned as the Chief Executive Officer and Chairman of the Board of Directors of the Issuer effective January 3, 2004 and is not currently employed.

        The Issuer is a leading network security solutions provider to Fortune 1000 companies, major leading financial institutions, and government agencies worldwide. Through a combination of proprietary and third-party technology, authentication, virus scanning, encryption, advanced reporting, high availability and centralized management, the Issuer provides a full suite of products and services that are designed to protect the integrity of electronic data and customer applications from unauthorized individuals and digital thieves. The Issuer’s business address is 2000 West Commercial Blvd., Suite 200, Fort Lauderdale, Florida 33309.

        During the past five years, Mr. Hammack has not been convicted in any criminal proceedings.  

        During the past five years, Mr. Hammack has not been a party to any civil proceedings of a judicial or administrative body which has resulted in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.      Source and Amount of Funds or Other Consideration  

    Mr.   Hammack used personal funds to invest in the Issuer (“Investment”). The Investment consisted of Mr. Hammack’s investment of $250,000 in exchange for the issuance by the Issuer of (i) 142,857 shares of Common Stock at the price of $1.75 per share and (ii) a warrant representing the right to purchase 142,857 shares of Common Stock at the price of $1.75 per share through December 25, 2005 (“Warrant”), and another investment by Mr. Hammack of $250,000 in exchange for the issuance by the Issuer of 62,500 shares of Common Stock at the price of $4.00 per share.

        The above description of the terms and conditions of Mr. Hammack’s participation in the Investment transaction is qualified in its entirety to the complete description of such terms and conditions as set forth in the various Exhibits included as part of this filing.

        In addition to the above-described Investment, pursuant to various agreements between Mr. Hammack and the Issuer, Mr. Hammack has currently exercisable options to purchase 851,539 shares. Also, Mr. Hammack has currently 2,807 shares under the Issuer’s Employee Retirement Savings Plan.

Item 5.      Interest in Securities of the Issuer  

        As of the date of this filing, Mr. Hammack is the beneficial owner of 1,202,560 shares of Common Stock, which constitutes 4.8% of the outstanding Common Stock of the Issuer (based upon the number of shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A as of the close of business of the record date of December 2003), considering as currently outstanding the 994,396 shares of Common Stock beneficially owned by Mr. Hammack which are issuable upon exercise of vested options and upon exercise of the Warrant.

    Mr.   Hammack has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of 1,202,560 shares of Common Stock.

        The sale transactions described in the table below were effected on behalf of Mr. Hammack by his investment advisor Merrill Lynch & Co. according to the terms of Mr. Hammack’s Rule 10b5-1 Plan, and the exercise of certain of his options having an exercise price of $1.51, in open market sales resulting in a change in beneficial ownership by an amount greater than 1% of the Issuer’s outstanding common stock (and a reduction in aggregate beneficial ownership to less than 5%).

Date of Sale
No. Of Shares Sold
Sale Price per Share
January 5, 2004 100
400
126
200
74
300
800
200
100
400
100
700
1,500
2,100
400
1,000
2,500
3,500
3,837
1,130
300
200
33

$8.55
$8.57
$8.58
$8.59
$8.60
$8.62
$8.64
$8.65
$8.68
$8.70
$8.71
$8.72
$8.73
$8.75
$8.77
$8.96
$8.99
$9.00
$9.00
$9.02
$9.04
$9.05
$9.08
January 6, 2004 2,150
350
100
980
3,200
20
700
100
2,200
1,700
700
600
2,200

 $8.67
$8.68
$8.70
$8.72
$8.75
$8.76
$8.85
$8.86
$8.87
$8.89
$8.90
$8.95
$9.00

January 7, 2004 500
300
200
900
100
3,000
900
1,900
700
1,000
2,500
2,100
1,900
300
1,000
900
100
5,700
400
700
1,500
200
700
1,500
440
1,460
100
197
3,100
3,400
100
2,750
453
1,000
2,469
31
1,500 		$8.60
$8.60
$8.60
$8.61
$8.62
$8.65
$8.68
$8.70
$8.71
$8.72
$8.75
$8.80
$8.83
$8.70
$8.71
$8.75
$8.79
$8.80
$8.81
$8.82
$8.85
$8.87
$8.90
$9.03
$9.04
$9.05
$9.05
$9.16
$9.21
$9.25
$9.29
$9.30
$9.31
$9.34
$9.35
$9.37
$9.43

January 8, 2004 1,000
2,000
500
8,600
100
2,500
1,800
3,300
6,600
200
600
500
2,000
100
2,100
2,100
11,200
4,700
2,500
1,200
3,100
600
9,500
6,200
4,100
4,500
1,900
500
1,800
1,800
100
400
100
100
100
1,000
1,600
4,000 		$9.60
$9.62
$9.63
$9.65
$9.66
$9.67
$9.68
$9.70
$9.75
$9.77
$9.78
$9.79
$9.80
$9.81
$9.82
$9.83
$9.85
$9.85
$9.86
$9.87
$9.88
$9.89
$9.90
$9.90
$9.91
$9.92
$9.93
$9.93
$9.94
$9.95
$9.96
$9.97
$9.98
$9.98
$9.99
$10.00
10.00
10.04
January 12, 2004 3,540
1,302
100
358
3,109
4,200
1,800
600
1,500
600
491
1,800
400
100
200
300
100
100
900
1,000 		$9.80
$9.81
$9.81
$9.84
$9.85
$9.90
$9.91
$9.92
$9.93
$9.95
$9.96
$10.00
$10.02
$10.04
$10.05
$10.06
$10.09
$10.10
$10.20
$10.25

January 13, 2004 3,800
982
4,559
300
200
1,640
1,300
200
560
459
200
744
500
100
200
1,300
500
456
400
$9.25
$9.26
$9.28
$9.28
$9.29
$9.30
$9.31
$9.32
$9.34
$9.35
$9.37
$9.40
$9.60
$9.61
$9.63
$9.65
$9.80
$9.81
$9.85

January 14, 2004 634
1,166
100
2,746
100
1,500
74
2,226
3,500
300
2,800
100
1,854
100

634
1,166
100
2,746
100
1,500
74
2,226
3,500
300
2,800
100
1,854
100

January 15, 2004 100
1,300
1,900
600
800
400
200
1,100
1,600
1,000
3,700
140
900
100
1,200
860 		$9.31
$9.32
$9.33
$9.34
$9.38
$9.38
$9.38
$9.39
$9.40
$9.41
$9.43
$9.44
$9.45
$9.47
$9.50
$9.51

        Except as described herein, Mr. Hammack has not had any transactions in the capital stock of the Issuer in the past sixty days.

        No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sales of, the Common Stock beneficially owned by Mr. Hammack.

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.

January 20, 2004

(Date)


/s/  Scott J. Hammack
——————————————
Scott J. Hammack

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