-----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, RaZ2i8Sf5Vnr3g479outOsyd9ibm/6rheHeS74Ob/wts/Z211FoA5Elv/p/Vg0jc kvxEwFngMPMwd2djmmyXwg== 0000950144-01-002096.txt : 20010213 0000950144-01-002096.hdr.sgml : 20010213 ACCESSION NUMBER: 0000950144-01-002096 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010212 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: SEC FILE NUMBER: 005-43567 FILM NUMBER: 1531818 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FERNWOOD PARTNERS II LLC CENTRAL INDEX KEY: 0001094450 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE STREET 2: SUITE 625 CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2036022290 SC 13D/A 1 g66930asc13da.txt CYBERGUARD CORPORATION/FERNWOOD PARTNERS II,LLC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* CYBERGUARD CORPORATION (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 231910100 (CUSIP Number) Stephen T. Braun, Esq. Greenebaum Doll & McDonald PLLC 700 Two American Center 3102 West End Avenue Nashville, Tennessee 37203-1304 (615) 760-7120 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 24, 2001 (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: 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. * 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 2 CUSIP No. 231910100 SCHEDULE 13D 1. Names of Reporting Persons: Fernwood Partners II, LLC. IRS Identification No.: 06-1557333 2. Check the Appropriate Box if a Member of a Group (a) [ ] N/A (b) [ ] 3. SEC USE ONLY 4. Source of Funds: WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Delaware NUMBER OF SHARES 7. Sole Voting Power: 8,920,525 BENEFICIALLY OWNED 8. Shared Voting Power: -0- BY EACH REPORTING 9. Sole Dispositive Power: 8,920,525 PERSON 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 8,920,525 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13. Percent of Class Represented by Amount in Row (11): 47.4% 14. Type of Reporting Person: 00 (Limited Liability Company) 2 3 Item 5. Interest in Securities of the Issuer. On January 24, 2001, Fernwood converted all of the principal and accrued interest of the Notes and the New Notes into 4,887,164 shares of the Common Stock of the Issuer. On January 24, 2001, Fernwood exercised a portion of the Warrants and received 2,292,000 shares of the Common Stock of the Issuer. Fernwood used working capital funds to exercise the Warrants. Since the Notes and the New Notes were not held to maturity (June 30, 2002) and then converted, Fernwood received a smaller number of shares of the Common Stock of the Issuer than Fernwood would have received had it held the Notes and New Notes to maturity. Since the New Notes were not held until their maturity, the number of shares of Common Stock issuable upon exercise of the Warrants was also reduced. Fernwood currently holds 7,179,164 shares of the Common Stock of the Issurer and Warrants to purchase 1,407,484 and 333,877 shares of the Common Stock of the Issuer at exercise prices of $2.00 and $2.51, respectively. The Common Stock and Warrants currently held by Fernwood constitute approximately 47.4% of the outstanding Common Stock of the Issuer, including shares issuable upon exercise of the Warrants, but not shares issuable pursuant to other outstanding options or warrants of the Issuer. Fernwood has sole voting and dispositive power with respect to the Common Stock issued upon conversion of the Notes and the New Notes, and the exercise of the Warrants. Fernwood is a member-managed limited liability company. Except as set forth above, Fernwood does not own any capital stock of the Issuer and has not had any transactions in the capital stock of the Issuer in the past 60 days. 3 4 Signature After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: February 9, 2001 FERNWOOD PARTNERS II, LLC /s/ Alan L. Bazaar -------------------------------------- Alan L. Bazaar, Member 4 -----END PRIVACY-ENHANCED MESSAGE-----