Papa Anthony E – ‘SC 13D/A’ on 7/3/01 re: Netlojix Communications Inc

On:  Tuesday, 7/3/01, at 6:37pm ET   ·   As of:  7/5/01   ·   Accession #:  912057-1-522538   ·   File #:  5-51649

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    13D/A                                                  5     23K 
 2: EX-7.(A)    Opinion re: Liquidation Preference                     6     19K 
 3: EX-7.(B)    Opinion re: Liquidation Preference                    14     39K 

SC 13D/A   —   13D/A

SC 13D/A
1st Page of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
 TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
 RULE 13d-2(a)

 (Amendment No. 2) *

 NetLojix Communications, Inc.
(Name of Issuer)

Common Stock, $.01 par value
(Title of Class of Securities)

 641143 10 2
(CUSIP Number)

 Thomas N. Harding, Esq.
SEED, MACKALL & COLE LLP
1332 Anacapa Street, Suite 200
 Santa Barbara, CA 93101
(805) 963-0669
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
 Communications)

April 30, 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 which 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 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).                                                                         

CUSIP No. 641143 10 2                                                           

SC 13D/A
2nd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd
1)   Name of Reporting Person                                                   
I. R. S. Identification Nos. of Above Person (Entities only):         
Anthony E. Papa                                                       

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

(a)   [ ]                                                             

(b)   [ ]                                                             

3)   SEC Use Only:                                                              

4)   Source of Funds (See Instructions):                                        
PF                                                                    

5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items     
2(d) or 2(e): [ ]                                                     

6)   Citizenship or Place of Organization:                                      
United States of America                                              

Number of Shares              7)   Sole Voting Power:       969,213   

Beneficially Owned            8)   Shared Voting Power:           0   

by Each Reporting             9)   Sole Dispositive Power:  969,213   

Person With                  10)   Shared Dispositive Power:      0   

11)  Aggregate Amount Beneficially Owned by Reporting Person:                   
969,213                                                               

12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See     
Instructions): [ ]                                                    

13)  Percent of Class Represented by Amount in Row (11):                        
6.6%                                                                  

14)  Type of Reporting Person (See Instructions):                               
IN                                                                    

                                                                             -2-

SC 13D/A
3rd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
SCHEDULE 13D
 ANTHONY E. PAPA

1.   Security and Issuer.                                                       

 This statement relates to the Common Stock, $.01 par value (the "Common
Stock") of NetLojix Communications, Inc., a Delaware corporation      
("NetLojix"). The principal executive offices of NetLojix are located 
at 501 Bath Street, Santa Barbara, California 93101.                  

2.   Identity and Background.                                                   

a.   Name:                        Anthony E. Papa                     
     b.   Business Address:            501 Bath Street, Santa Barbara, CA  93101
  c.   Principal Occupation         Chairman of the Board of Directors and
                     Chief Executive Officer
Address:                     NetLojix Communications, Inc.  
             501 Bath Street
                      Santa Barbara, CA  93101
d.   Criminal Proceedings:        None                                
e.   Civil/Administrative                                             
Proceedings:                 None                           
f.   Citizenship:                 United States of America            

3.   Source and Amount of Funds or Other Consideration.                         

    Prior to the transaction covered by this Amendment, Mr. Papa owned 869,213
    shares of Common Stock of NetLojix, including 106,250 shares that Mr. Papa
  had the right to acquire within 60 days pursuant to outstanding employee
stock options. On April 30, 2001, Mr. Papa purchased 100,000 shares of
NetLojix Common Stock from NetLojix for a total purchase price of     
$1,000.00. These shares were issued pursuant to a Restricted Stock    
    Agreement between Mr. Papa and NetLojix and are subject to restrictions on
 transfer and a substantial risk of forfeiture. He acquired these shares
     through the use of personal funds. Mr. Papa's acquisition brought his total
holdings of NetLojix Common Stock to 969,213 shares, including 106,250
  shares that he has a right to acquire within 60 days. On April 30, 2001,
   Mr. Papa also acquired 400,000 options to purchase NetLojix Common Stock.
However, these options do not begin vesting until April 30, 2002.     

4.   Purpose of Transaction.                                                    

     Mr. Papa acquired the 100,000 shares from NetLojix for investment purposes.

     a.   None, other than acquisition of common stock upon exercise of employee
stock options when and if such options are in the money.    
b.   None.                                                            
c.   None.                                                            
d.   None.                                                            
e.   None.                                                            

                                                                             -3-

SC 13D/A
4th Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th
f.   None.                                                            
g.   None.                                                            
h.   None.                                                            
i.   None.                                                            
j.   None.                                                            

5.   Interest in Securities of the Issuer.                                      

     a.   Mr. Papa beneficially owns 969,213 shares of the Common Stock (6.6% of
   all of the outstanding shares of the Common Stock). This number
          includes 106,250 shares which Mr. Papa has the right to acquire within
       60 days pursuant to outstanding employee stock options, as follows:

         On March 4, 1997, Mr. Papa was granted the right to acquire
            31,250 shares of NetLojix Common Stock at an exercise price of
         $3.30 per share. Twenty-five percent (25%) of these options
               vested on March 4 of each year between 1998 through and including
          2001. Thus, these options became fully vested as of March 4,
2001.                                             

         On April 1, 1999, Mr. Papa was granted the right to acquire
             100,000 shares of NetLojix Common Stock at an exercise price of
         $4.88 per share. Twenty-five percent (25%) of these options
              vested on April 1, 2000, and twenty-five percent (25%) vested on
            April 1, 2001. Twenty-five percent (25%) of these options will
          vest on April 1, 2002, and the remaining twenty-five percent
(25%) will vest on April 1, 2003.                 

           On January 10, 2000 Mr. Papa was granted the right to acquire
               100,000 shares of NetLojix's Common Stock at an exercise price of
         $3.28 per share. Twenty-five percent (25%) of these options
            vested on January 10, 2001. Twenty-five percent (25%) of these
             shares will vest on January 10, 2002, twenty-five percent (25%)
            will vest on January 10, 2003 and twenty-five percent (25%) of
these options will vest on January 10, 2004.      

     In addition, on April 30, 2001, Mr. Papa was granted the right to
          acquire 400,000 shares of NetLojix's Common Stock at an exercise price
          of $0.11 per share. Thirty percent (30%) of these options will vest on
         April 30, 2002, thirty percent (30%) will vest on April 30, 2003, and
         the remaining forty percent (40%) will vest on April 30, 2004. As Mr.
      Papa does not have the right to acquire any of these shares within
        sixty (60) days, these 400,000 options have not been counted as part
 of the shares beneficially owned for purposes of this filing.

   b.   Mr. Papa has the sole power to vote and the sole power to direct the
         disposition of the shares of the Common Stock referred to in Item 5a.
c.   None, other than the purchase described in this Amendment.       
d.   None.                                                            
e.   Not Applicable.                                                  

                                                                             -4-

SC 13D/A
Last Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th
6.   Contracts, Arrangements, Understandings or Relationships with Respect to   
Securities of the Issuer.                                             

    The 100,000 shares acquired by Mr. Papa on April 30, 2001 were acquired by
     Mr. Papa as part of a restricted stock award under the 1998 Stock Incentive
  Plan of NetLojix Communications, Inc. The 100,000 shares acquired by Mr.
  Papa on April 30, 2001 are subject to a Restricted Stock Agreement dated
  April 30, 2001, by and between Mr. Papa and NetLojix, a copy of which is
     attached as Exhibit 7A (the "Restricted Stock Agreement"). Mr. Papa may not
transfer such shares until they have vested. In the event of the      
    termination of Mr. Papa's employment, NetLojix has the right to repurchase
    any unvested shares at a price of $0.01 per share. Thirty percent (30%) of
    the shares awarded under the Restricted Stock Agreement will vest on April
30, 2002, thirty percent (30%) will vest on April 30, 2003, and the   
    remaining forty percent (40%) will vest on April 30, 2004. The shares vest
in full immediately in upon (i) Mr. Papa's death disability, (ii) the 
    termination of Mr. Papa's employment by NetLojix without cause, or (iii) a
  change in control of NetLojix, as defined under the 1998 Stock Incentive
Plan.                                                                 

The 400,000 options to purchase NetLojix Common Stock that Mr. Papa   
acquired on April 30, 2001 are subject to that certain Employee Stock 
Option Agreement dated April 30, 2001, by and between Mr. Papa and    
NetLojix, a copy of which is attached as Exhibit 7B. All other options
   referenced in Item 5(a) above are subject to stock option agreements that
     are in substantially the same form as the Employee Stock Option attached as
  Exhibit 7B, except that these agreements each differ with respect to the
number of options granted, the exercise price for the purchase of the 
shares, and the vesting schedule.                                     

7.   Material to be Filed as Exhibits.                                          

  A.   Restricted Stock Agreement dated April 30, 2001, between Anthony E.
Papa and NetLojix Communications, Inc.                      

    B.   Employee Stock Option Agreement dated April 30, 2001, between Anthony
E. Papa and NetLojix Communications, Inc.                   

  C.   1998 Stock Incentive Plan, as amended (incorporated by reference to
         Exhibit 10.4 to NetLojix Communications, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1999).                 

 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: June 28, 2001.                     /s/ ANTHONY E. PAPA                   
                       -------------------
                   Anthony E. Papa

ATTENTION: Intentional misstatements or omissions of fact constitute federal    
criminal violations (See 18 U.S.C. 1001).                                       

                                                                             -5-

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		4/30/04		4		5
		1/10/04		4
		4/30/03		4		5
		4/1/03		4
		1/10/03		4					3
		4/30/02		3		5
		4/1/02		4
		1/10/02		4
Filed as of:		7/5/01							SC 13D/A
Filed on:		7/3/01							SC 13D/A
		6/28/01		5
		4/30/01		1		5
		4/1/01		4
		3/4/01		4
		1/10/01		4
		4/1/00		4
		1/10/00		4
		12/31/99		5					10-K,  ARS
		4/1/99		4					NT 10-K
		3/4/97		4
									List all Filings