-----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, WsSJqg76Ers2beP1BhfaaAkYNYxnMB9mm/H4bFnnlrdDsYcBjDutTpruXH/SHEsT hDsGmJ1SNoAIhP5J662KAw== 0000898432-02-000146.txt : 20020414 0000898432-02-000146.hdr.sgml : 20020414 ACCESSION NUMBER: 0000898432-02-000146 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIMBERLIN KEVIN CENTRAL INDEX KEY: 0000904841 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SPENCER TRASK SECURITIES INC STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555565 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXT LEVEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0001093802 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 943342408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57193 FILM NUMBER: 02551408 BUSINESS ADDRESS: STREET 1: 6085 STATE FARM DRIVE CITY: ROHNERT PARK STATE: CA ZIP: 94928 BUSINESS PHONE: 7875846820 MAIL ADDRESS: STREET 1: 6085 STATE FARM DRIVE CITY: ROHNERT PARK STATE: CA ZIP: 94928 SC 13G 1 s183207.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* NEXT LEVEL COMMUNICATIONS, INC. ----------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value ----------------------------------------------------------------- (Title of Class of Securities) 65333U 10 4 ----------------------------------- (CUSIP Number) December 31, 2001 ------------------------------------------------------- (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) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * 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. - - ------------------------------------------------------------------------------ CUSIP No. 65333U 10 4 - - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON Kevin B. Kimberlin - - ------------------------------------------------------------------------------ 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 Citizen - - ------------------------------------------------------------------------------ NUMBER OF 5. SOLE VOTING POWER 6,757,877 SHARES ------------------------------------------------------ BENEFICIALLY 6. SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------ EACH 7. SOLE DISPOSITIVE POWER 6,757,877 REPORTING ------------------------------------------------------ PERSON WITH 8. SHARED DISPOSITIVE POWER 0 - - ------------------------------------------------------------------------------ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,757,877 - - ------------------------------------------------------------------------------ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - - ------------------------------------------------------------------------------ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.5% - - ------------------------------------------------------------------------------ 12. TYPE OF REPORTING PERSON IN - - ------------------------------------------------------------------------------ 2 Item 1. (a) Name of Issuer: Next Level Communications, Inc. (b) Address of Issuer's Principal Executive Offices: 6085 State Farm Drive Rohnert Park, CA 94928 Item 2. (a) Name of Person Filing: Kevin B. Kimberlin (b) Address of Principal Business Office: c/o 535 Madison Avenue, 18th Floor New York, NY 10022 (c) Citizenship: Kevin B. Kimberlin is a citizen of the United States. (d) Title of Class of Securities: Common Stock, $.01 par value (e) CUSIP Number: 65333U 10 4 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check the status of the person filing Not applicable. Item 4. Ownership (a) Amount beneficially owned: 6,757,877 (b) Percent of class: 7.5% 3 (c) Number of shares as to which the person has (i) Sole power to vote or to direct the vote: 6,757,877 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition of: 6,757,877 (iv) Shared power to dispose or to direct the disposition of: 0 Kevin Kimberlin Partners, LP, a Delaware limited partnership, of which the reporting person is the sole general partner, holds, as of December 31, 2001, 2,434,897 shares of the Issuer's common stock. Spencer Trask Ventures, Inc. a Delaware corporation and the wholly owned subsidiary of Spencer Trask & Co., a Delaware corporation ("STC"), of which the reporting person is the controlling shareholder holds as of December 31, 2001, 34,216 shares of the Issuer's common stock. As of December 31, 2001, STC holds 55,916 warrants to purchase common stock of the Issuer. As of December 31, 2001, Oshkim NLC, Ltd, a Texas limited partnership of which the reporting person is the general partner, holds 4,232,848 warrants to purchase common stock of the Issuer. Based on the Issuer's Form 10-Q filed November 14, 2001, as of October 31, 2001, the number of shares of the Issuer's common stock was 85,590,077 and, according to such figure, the reporting person held 7.5% of such class of securities. Item 5. Ownership of Five Percent or Less of a Class Not Applicable. 4 Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person 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. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 5 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: February 15, 2002 /s/ Kevin B. Kimberlin ------------------------------ Kevin B. Kimberlin Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----