-----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, HTHCLW4eX3e/jxVjSBwhKehkYEICcEfMhV+B7DZkEd0KyYwVqa8dD1u8b2EoSL1e 7BGJc5nGPQLmAE5dq9UXzg== 0001104659-05-005805.txt : 20050211 0001104659-05-005805.hdr.sgml : 20050211 20050211161938 ACCESSION NUMBER: 0001104659-05-005805 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: FIRELAKE CAPITAL MANAGEMENT LLC GROUP MEMBERS: FIRELAKE CAPITAL PARTNERS LLC GROUP MEMBERS: FRED KITTLER GROUP MEMBERS: MARTIN LAGOD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST VIRTUAL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000920317 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770357037 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55273 FILM NUMBER: 05598899 BUSINESS ADDRESS: STREET 1: 3200 BRIDGE PARKWAY SUITE 202 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650 801 6500 MAIL ADDRESS: STREET 1: 3200 BRIDGE PARKWAY SUITE 202 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: FVC COM INC DATE OF NAME CHANGE: 19980811 FORMER COMPANY: FORMER CONFORMED NAME: FIRST VIRTUAL CORP DATE OF NAME CHANGE: 19971010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRELAKE STRATEGIC TECHNOLOGY FUND LP CENTRAL INDEX KEY: 0001171358 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 701 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-320-0880 MAIL ADDRESS: STREET 1: C/O FIRELAKE CAPITAL PARTNERS LLC STREET 2: 575 HIGH ST CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G/A 1 a05-3394_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

First Virtual Communications, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

337484307

(CUSIP Number)

 

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

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 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 (however, see the Notes).

 



 

CUSIP No. 337484307

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Firelake Strategic Technology Fund, L.P.

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
1,028,994

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
1,028,994

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,028,994

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.9%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No. 337484307

 

1.

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

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited liability company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
1,028,994

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
1,028,994

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,028,994

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.9%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3



 

CUSIP No. 337484307

 

1.

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

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited liability company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
1,028,994

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
1,028,994

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,028,994

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.9%

 

 

12.

Type of Reporting Person (See Instructions)
IA, OO

 

4



 

CUSIP No. 337484307

 

1.

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

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
1,028,994

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
1,028,994

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,028,994

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

5



 

CUSIP No. 337484307

 

1.

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

 

 

2.

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
1,028,994

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
1,028,994

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,028,994

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

6



 

Item 1.

 

(a)

Name of Issuer
First Virtual Communications, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
3200 Bridge Parkway, Suite 202, Redwood City, CA 94065

 

Item 2.

 

(a)

Name of Persons Filing
Firelake Strategic Technology Fund, L.P., Firelake Capital Partners LLC, Firelake Capital Management LLC, Fred Kittler and Martin Lagod.

 

Firelake Capital Partners LLC is the sole general partner of Firelake Strategic Technology Fund, L.P.  Firelake Capital Management LLC serves as the investment advisor for Firelake Strategic Technology Fund.  Messrs. Kittler and Lagod are the principals of Firelake Capital Management LLC.

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the filing persons is 575 High Street, Suite 330, Palo Alto, California 94301.

 

(c)

Citizenship
Firelake Strategic Technology Fund, L.P. is a Delaware limited partnership.  Firelake Capital Partners LLC and Firelake Capital Management LLC are Delaware limited liability companies.  Messrs. Kittler and Lagod are United States citizens.

 

(d)

Title of Class of Securities

Common Stock

 

(e)

CUSIP Number:

337484307

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

ý

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);†

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 


Firelake Capital Management LLC is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 

7



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

1,028,994 shares

 

(b)

Percent of class:

6.9%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote

0

 

 

(ii)

Shared power to vote or to direct the vote

1,028,994

 

 

(iii)

Sole power to dispose or to direct the disposition of

0

 

 

(iv)

Shared power to dispose or to direct the disposition of

1,028,994

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

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.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not 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.

 


Based on 14,564,271 shares of the Issuer’s common stock outstanding as of March 15, 2004 plus 418,994 shares of common stock issued in April 2004 upon the exercise of warrants by the filing person.

 

8



 

SIGNATURES

 

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.  I hereby agree that this statement shall be filed jointly on behalf of each of the undersigned pursuant to the Joint Filing Agreement attached hereto as Exhibit 1.

 

Dated:   February 11, 2005

 

 

 

FIRELAKE STRATEGIC TECHNOLOGY
FUND, L.P.

 

 

 

 

 

By: Firelake Capital Partners LLC, its General
Partner

 

 

 

 

 

 

 

 

By:

   /s/ Martin Lagod

 

 

 

 

   Name: Martin Lagod

 

 

 

   Title: Managing Director

 

 

 

 

 

FIRELAKE CAPITAL PARTNERS LLC

 

 

 

 

 

 

 

 

By:

   /s/ Martin Lagod

 

 

 

 

   Name: Martin Lagod

 

 

 

   Title: Managing Director

 

 

 

 

 

FIRELAKE CAPITAL MANAGEMENT LLC

 

 

 

 

 

 

 

 

By:

   /s/ Martin Lagod

 

 

 

 

   Name: Martin Lagod

 

 

 

   Title: Managing Director

 

 

 

 

 

 

 

 

 

    /s/ Fred Kittler

 

 

 

 

Fred Kittler

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   /s/ Martin Lagod

 

 

 

 

Martin Lagod

 

 

9


EX-1 2 a05-3394_1ex1.htm EX-1

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree to file a joint statement containing the information required by Schedule 13G with respect to the beneficial ownership by each of the undersigned of shares of Common Stock of First Virtual Communications, Inc.

 

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

EXECUTED this 11th day of February, 2005.

 

 

 

FIRELAKE STRATEGIC TECHNOLOGY
FUND, L.P.

 

 

 

 

 

By: Firelake Capital Partners LLC, its General
Partner

 

 

 

 

 

 

 

 

By:

   /s/ Martin Lagod

 

 

 

 

   Name: Martin Lagod

 

 

 

   Title: Managing Director

 

 

 

 

 

FIRELAKE CAPITAL PARTNERS LLC

 

 

 

 

 

 

 

 

By:

   /s/ Martin Lagod

 

 

 

 

   Name: Martin Lagod

 

 

 

   Title: Managing Director

 

 

 

 

 

FIRELAKE CAPITAL MANAGEMENT LLC

 

 

 

 

 

 

 

 

By:

   /s/ Martin Lagod

 

 

 

 

   Name: Martin Lagod

 

 

 

   Title: Managing Director

 

 

 

 

 

 

 

 

 

   /s/ Fred Kittler

 

 

 

 

Fred Kittler

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   /s/ Martin Lagod

 

 

 

 

Martin Lagod

 

 


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