SC 13D/A 1 l17250asc13dza.htm ARROWHEAD HOLDINGS/FIRST VIRTUAL COMMUNICATIONS SC 13D/A Arrowhead Holdings/First Virtual Communications
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

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

First Virtual Communications, Inc.

(Name of Issuer)

Common Stock, $.001 Par Value

(Title of Class of Securities)

337484307

(CUSIP Number)

John V. Curci, Vice-President, Treasurer & CFO
Arrowhead Holdings Corporation
6950 South Edgerton Road, Brecksville, Ohio 44141
Phone: (440) 838-4700


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

November 29, 2005 and December 1, 2005

(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. 337484307   Schedule 13D
             

  1. Name of Reporting Person:
Arrowhead Holdings Corporation
I.R.S. Identification Nos. of above persons (entities only):
34-1533564

  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):
WC

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

  6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
3,061,040

8. Shared Voting Power:
0

9. Sole Dispositive Power:
3,061,040

10.Shared Dispositive Power:
0

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,061,040

  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):
21.0%

  14.Type of Reporting Person (See Instructions):
CO

     
Schedule 13-D   Page 2 of 5


 

     
CUSIP No. 337484307   Schedule 13D
 
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.001 par value (the “Common Stock”) of First Virtual Communications, Inc. (the “Issuer”), a Delaware corporation. The principal executive offices of the Issuer are located at 3200 Bridge Parkway, Suite 202, Redwood City, CA 94065
ITEM 2. IDENTITY AND BACKGROUND
  (a)   This statement is being filed by Arrowhead Holdings Corporation (“AHC”). AHC is sometimes referred to as the “Filing Person”.
 
  (b)   The Filing Person is a Delaware corporation. The address of the principal business and office of the Filing Person is 6950 South Edgerton Road, Brecksville, Ohio 44141-3184.
 
      The names, business address, and present principal occupation or employment of each of the officers and directors of the Filing Person are set forth in Schedule A to this statement and is incorporated herein by reference in its entirety.
  (c)   The Filing Person is a diversified holding company, whose principal holding is Vesper Corporation. Vesper Corporation is itself a diversified manufacturing corporation owning business entities which produce aircraft and aerospace ducting systems, gears, high-performance strainers, lubrication systems, and steel lockers and storage systems.
 
  (d)   The Filing Person has not been convicted in any criminal proceeding during the last five years.
 
  (e)   The Filing Person has not been a party during the last five years to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or 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 finding any violation with respect to such laws.
 
  (f)   The executive officers and directors of the Filing Person are each United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On November 29, 2005, the Filing Person purchased 241,750 shares of the Common Stock, $.001 par value per share of the Issuer for an aggregate purchase price of $3,974.
On December 1, 2005, the Filing Person purchased 105,000 shares of the Common Stock, $.001 par value per share of the Issuer for an aggregate purchase price of $1,491.
The source of funds to make both purchases came from the general operating funds of the Filing Person.
ITEM 4. PURPOSE OF TRANSACTION
The Filing Person entered into the transaction for investment purposes and not with the purpose or the effect of changing or influencing control of the Issuer.
The Filing Person intends from time to time to review its ownership position in the Issuer and may, based on such factors as it deems relevant, seek to acquire additional shares of Common Stock, dispose of Common Stock, or take any additional actions set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
     
Schedule 13-D   Page 3 of 5

 


 

CUSIP No. 337484307   Schedule 13D
 
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) The Filing Person beneficially owns 3,061,040 shares of Common Stock, which constitutes approximately 21.0% of the Common Stock outstanding (based upon 14,564,271 shares of Common Stock reported outstanding as of March 15, 2004).
(b) The Filing Person has sole voting power and power to dispose of 3,061,040 shares of the Issuer’s Common Stock.
(c) On November 29, 2005, the Filing Person purchased 241,750 shares of the Issuer’s Common Stock, $.001 par value per share, of the Issuer for an aggregate purchase price of $3,974.
          On December 1,2005, the Filing Person purchased 105,000 shares of the Issuer’s Common Stock, $.001 par value per share, of the Issuer for an aggregate purchase price of $1,491.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by the Filing Person.
(g) Not applicable.
ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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:
  December 1, 2005    
 
       
 
       
Arrowhead Holdings Corporation
 
       
By:
  /s/ John V. Curci    
 
       
 
       
Name:
  John V. Curci    
 
       
Title:
  Vice President, Treasurer & CFO    
 
       
     
Schedule 13-D   Page 4 of 5

 


 

CUSIP No. 337484307   Schedule 13D
 
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF ARROWHEAD HOLDINGS CORPORATION
The following table sets forth the name and present principal occupation or employment of each executive officer and director of the Filing Person. The business address for each person set forth below is 6950 South Edgerton Road, Brecksville, Ohio 44141-3184.
     
NAME   PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
 
   
James Benenson, Jr.,
  Director, Chairman of the Board of Directors, and Chief Executive Officer
 
   
James Benenson, III
  Director, Co-President
 
   
Clement C. Benenson
  Director, Co-President
 
   
Clifford J. Demarest
  Director
 
   
John V. Curci,
  Vice President, Treasurer, Secretary and Chief Financial Officer
No executive officer or director of the Filing Person has not been convicted in any criminal proceeding during the last five years, or has been a party during the last five years to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or 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 finding any violation with respect to such laws.
No executive officer or director of the Filing Person holds any shares of the Issuer.
     
Schedule 13-D   Page 5 of 5