SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2 - Final Amendment)
FalconStor Software, Inc.
(successor to Network Peripherals, Inc.)
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
306137100
(CUSIP Number)
December 31, 2003
(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 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).
Page 1 of 11 Pages
This Amendment 2 to Schedule 13G is being filed pursuant to Rule
13d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
Item 1 (a). Name of Issuer:
FalconStor Software, Inc. (successor to Network Peripherals,
Inc.) (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
125 Baylis Road
Melville, New York 11747
Item 2(a). Names of Persons Filing:
This Amendment to Schedule 13G is being jointly
filed by Walter Scheuer, Marge Scheuer, Judith Scheuer,
Susan Scheuer, Wayne S. Reisner, Hopewell Partners, a New
York limited partnership ("Hopewell"), The Blue Ridge
Foundation, Inc., a charitable foundation ("Blue Ridge"),
The Four Oaks Foundation, Inc., a charitable foundation
("Four Oaks"), The Lone Rock Foundation, Inc., a
charitable foundation ("Lone Rock"), and on behalf of
certain trusts (the "Trusts"), as set forth on Exhibit A
hereto (collectively referred to herein as the "Reporting
Persons"), with respect to shares of common stock, par
value $.001 per share, of the Company (the "Company
Common Stock"), which the Reporting Persons may be deemed
to beneficially own pursuant to Section 13(d) of the
Exchange Act.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address of each of the
Reporting Persons is:
c/o Walter Scheuer
635 Madison Avenue
New York, New York 10022
Item 2(c). Citizenship:
Each of the individual Reporting Persons is a citizen of
the United States. Hopewell, Blue Ridge, Four Oaks, Lone
Rock and all of the Trusts were organized in the United
States.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share
Page 2 of 11 Pages
Item 2(e). CUSIP Number:
306137100
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
If this statement is filed pursuant to Rule 13d-1(c), check
this box. |X|
Item 4. Ownership.
The Reporting Persons, in the aggregate, own
less than 5% of Company Common Stock and are no longer
required to file on Schedule 13G with respect to Company
Common Stock.
This Schedule 13G is being filed in fulfillment
of the Reporting Persons' obligations under Section 13G
of the Exchange Act and the rules promulgated thereunder.
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 Persons
have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following.
|X|
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.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Page 3 of 11 Pages
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.
Page 4 of 11 Pages
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.
Dated: May 26, 2004
/s/ Walter Scheuer
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Walter Scheuer (1)(2)
/s/ Wayne S. Reisner
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Wayne S. Reisner (3)
/s/ Marge Scheuer
-----------------------------------------
Marge Scheuer (4)
/s/ Judith Scheuer
-----------------------------------------
Judith Scheuer (5)
/s/ Susan Scheuer
-----------------------------------------
Susan Scheuer (6)
/s/ Walter Scheuer
-----------------------------------------
Hopewell Partners
by Walter Scheuer,
General Partner
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(1) Individually, and as Trustee for the following Trusts:
Trust for the Benefit of David Scheuer dated 12-11-51
Trust for the Benefit of Jeffrey Scheuer dated 5-18-54
Trust for the Benefit of Winifred Rose Scheuer dated 12-20-84
Trust for the Benefit of Jeremy Dundas Scheuer dated 4-20-88
Trust for the Benefit of Daniella Eve Lipnick dated 10-9-90
Trust for the Benefit of Abigail Rose Lipnick dated 4-13-92
Trust for the Benefit of Marcelle P. Halpern
Page 5 of 11 Pages
(2) As attorney-in-fact for:
As President of The Blue Ridge Foundation, Inc.
As President of The Four Oaks Foundation, Inc.
(3) Individually, and as a Trustee for the following Trusts:
The Walter Scheuer 1993 Charitable Remainder Trust
(4) Individually, and as Trustee for the Scheuer Grandchildren Trust
(5) Individually, and as Trustee for the following Trusts:
Trust for the Benefit of Samuel Henry Mellicker dated 12-28-95
The 1998 Rachel Mellicker 2503(c) Trust
(6) Individually, and as President of the Lone Rock Foundation, Inc.
and as Trustee for The 1998 Noah Lipnick 2503(c) Trust.
Page 6 of 11 Pages
EXHIBITS
Exhibit Description Page No.
------- ----------- --------
A Identification of Certain Trusts 8
B Statement With Respect to Joint Filing of Schedule 13G 10
Page 7 of 11 Pages
EXHIBIT A
IDENTIFICATION OF CERTAIN TRUSTS
Trust for the Benefit of Jeffrey Scheuer dated 5-18-54
Walter Scheuer, Marge P. Scheuer, Jeffrey Scheuer and Wayne S.
Reisner, Trustees c/o Walter Scheuer, 635 Madison Avenue, New York,
New York 10022
Trust for the Benefit of David Scheuer dated 12-11-51
Walter Scheuer, Marge P. Scheuer, David Scheuer and Wayne S. Reisner,
Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York
10022
Trust for the Benefit of Winifred Rose Scheuer dated 12-20-84
Walter Scheuer, Jeffrey Scheuer, Ruth Dundas and Wayne Reisner,
Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York
10022
Trust for the Benefit of Jeremy Dundas Scheuer dated 4-20-88
Walter Scheuer, Jeffrey Scheuer, Ruth Dundas and Wayne Reisner,
Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York
10022
Trust for the Benefit of Daniella Eve Lipnick dated 10-9-90
Walter Scheuer, Susan Scheuer, Jonathan Lipnick and Wayne Reisner,
Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New York
10022
Trust for the Benefit of Abigail Rose Lipnick dated 4-13-92
Walter Scheuer, Susan Scheuer, Jonathan Lipnick and Wayne Reisner,
Trustees c/o Walter Scheuer, 635 Madison Avenue, New York, New
York 10022.
Trust for the Benefit of Marcelle P. Halpern
Walter Scheuer, Trustee, 635 Madison Avenue, New York, New York 10022
Trust for the Benefit of Samuel Henry Mellicker dated 12-28-95
Joseph Mellicker and Judith Scheuer, Trustees c/o Judith Scheuer, 635
Madison Avenue, New York, New York 10022
Scheuer Grandchildren Trust
Marge P. Scheuer, Trustee c/o Walter Scheuer, 635 Madison Avenue, New
York, New York 10022
The 1998 Rachel Mellicker 2503(c) Trust
Judith Scheuer and Joseph Mellicker, Trustees c/o Walter Scheuer, 635
Madison Avenue, New York, New York 10022
Page 8 of 11 Pages
The 1998 Noah Lipnick 2503(c) Trust
Judith Scheuer and Joseph Mellicker, Trustees c/o Walter Scheuer, 635
Madison Avenue, New York, New York 10022
Page 9 of 11 Pages
EXHIBIT B
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
This agreement is made pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934 (the "Act") by and among the parties listed
below, each referred to herein as a "Joint Filer." The Joint Filers agree
that a statement of beneficial ownership as required by Section 13(d) of
the Act and the Rules thereunder may be filed on each of their behalf on
Schedule 13D or Schedule 13G, as appropriate, with respect to their
ownership of the common stock, par value $.001 per share, of FalconStor
Software, Inc. (successor to Network Peripherals, Inc.), and that said
joint filing may thereafter be amended by further joint filings. The Joint
Filers state that they each satisfy the requirements for making a joint
filing under Rule 13d-1. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint
Filing Agreement as of the 26th day of May, 2004.
/s/ Walter Scheuer
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Walter Scheuer (1)(2)
/s/ Wayne S. Reisner
----------------------------------------------
Wayne S. Reisner (3)
/s/ Marge Scheuer
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Marge Scheuer (4)
/s/ Judith Scheuer
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Judith Scheuer (5)
/s/ Susan Scheuer
----------------------------------------------
Susan Scheuer (6)
/s/ Walter Scheuer
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Hopewell Partners
by Walter Scheuer,
General Partner
Page 10 of 11 Pages
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(1) Individually, and as Trustee for the following Trusts:
Trust for the Benefit of David Scheuer dated 12-11-51
Trust for the Benefit of Jeffrey Scheuer dated 5-18-54
Trust for the Benefit of Winifred Rose Scheuer dated 12-20-84
Trust for the Benefit of Jeremy Dundas Scheuer dated 4-20-88
Trust for the Benefit of Daniella Eve Lipnick dated 10-9-90
Trust for the Benefit of Abigail Rose Lipnick dated 4-13-92
Trust for the Benefit of Marcelle P. Halpern
(2) As attorney-in-fact for:
Marge Scheuer
Judith Scheuer
As President of The Blue Ridge Foundation, Inc.
As President of The Four Oaks Foundation, Inc.
(3) Individually, and as a Trustee for the following Trusts:
The Walter Scheuer 1993 Charitable Remainder Trust
(4) Individually, and as Trustee for the Scheuer Grandchildren Trust
(5) Individually, and as Trustee for the following Trusts:
Trust for the Benefit of Samuel Henry Mellicker dated 12-28-95
The 1998 Rachel Mellicker 2503(c) Trust
(6) Individually, and as President of the Lone Rock Foundation, Inc and
as Trustee for The 1998 Noah Lipnick 2503(c) Trust.
Page 11 of 11 Pages