SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001. OR / / TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 0-23970 FALCONSTOR SOFTWARE, INC. (Exact name of registrant as specified in its charter) DELAWARE 77-0216135 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 125 Baylis Road 11747 Melville, New York (Zip code) (Address of principal executive offices) Registrant's telephone number, including area code: 631-777-5188 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /X/ Aggregate market value of Common Stock held by non-affiliates of the Registrant as of April 24, 2002 was $127,798,764, which value, solely for the purposes of this calculation excludes shares held by Registrant's officers, directors, 5% shareholders and their affiliates. Such exclusion should not be deemed a determination by Registrant that all such individuals are, in fact, affiliates of the Registrant. The number of shares of Common Stock issued and outstanding as of April 24, 2002 was 45,433,794 and 45,243,794, respectively. Documents Incorporated by Reference: None.Item 10. Directors and Executive Officers of the Registrant The following table contains the names, positions and ages of the directors and executive officers of FalconStor Software, Inc. (the "Company"): Name Position Age - ---- -------- --- ReiJane Huai Chairman of the Board, President and Chief Executive Officer 43 Lawrence S. Dolin Director 58 Steven H. Owings Director 48 Steven R. Fischer Director 56 Jacob Ferng, CPA Chief Financial Officer, Treasurer, Corporate Secretary and Vice President 40 Wayne Lam Vice President, Marketing 38 ReiJane Huai has served as President and Chief Executive Officer of the Company and its predecessor since December 2000 and has served as Chairman of the Board of the Company since August 2001. Mr. Huai also served as a director of the Company's predecessor from July 2000 to August 2001. Mr. Huai came to the Company with a career in software development and management. As executive vice president and general manager, Asia, for Computer Associates International, Inc., he was responsible for sales, marketing and the development of strategic joint ventures in the region. Mr. Huai joined Computer Associates in 1996 with its acquisition of Cheyenne Software, Inc., where he was president and chief executive officer. Mr. Huai joined Cheyenne Software, Inc. in 1985 as manager of research and development of ARCserve, the industry's first storage management solution for the client/server environment. Mr. Huai received a master's degree in computer science from the State University of New York at Stony Brook in 1985. Mr. Huai's term as Chairman of the Board of Directors expires in 2004. Lawrence S. Dolin has held several positions with Noteworthy Medical Systems, Inc., a provider of computerized patient record software, since July 1998. He is currently serving as Noteworthy's chairman, president and chief executive officer. Since January 1996, Mr. Dolin has been a general partner of Mordo Partners, an investment management partnership. Since 1981, Mr. Dolin has served as a director of Morgan's Foods, Inc., which owns through wholly-owned subsidiaries KFC restaurants, Taco Bell restaurants and Pizza Hut restaurants. Mr. Dolin holds a B.A. from Case Western Reserve University and a J.D. from Case Western Reserve University. Mr. Dolin's term as director of the Company expires in 2004. Mr. Dolin has been a director of the Company since August 2001. Steven H. Owings served as the chief executive officer of ScanSource, Inc., a value-added distributor of POS and bar code products, from 1992 to early 2000. He has served as chairman of the board of directors of ScanSource, Inc. since its inception in December 1992. From 1991 to 1992, Mr. Owings served as chairman of the board of directors, chief executive officer and the sole shareholder of Argent Technologies, Inc., a personal computer manufacturer. From 1983 to 1991 he held various positions with Gates/FA Distributing, Inc., and its predecessors, a computer distribution company, including serving as president, chief executive officer and chairman of the board of directors. From December 1987 to September 1994, Mr. Owings served as a director of Gates. From July 1996 to April 1997, he served as a director of Globelle Corporation, an international distributor of personal computer products. He holds a B.A. from Clemson University. Mr. Owings' term as director of the Company expires in 2003. Mr. Owings has been a director of the Company since August 2001. Steven R. Fischer has held multiple positions with Transamerica Business Capital Corporation, which specializes in secured lending for mergers, acquisitions and restructurings, since 1992. He is currently serving as Transamerica's President. From 1981 to 1992, he served as vice president and regional manager of Citibank, N.A. Since 1995, he has served as a director of ScanSource, Inc., a value-added distributor of POS and bar code products. He holds a B.S. in Economics and Accounting from Queens College and an M.B.A. from Baruch College. Mr. Fischer has been a director of the Company since August 2001. Jacob Ferng has served as chief financial officer and vice president of the Company and its predecessor entity since August 2000. Mr. Ferng has more than 10 years of experience handling corporate finance, worldwide software production and product distribution for publicly held companies, various private corporations and a public accounting firm. Mr. Ferng was vice president of finance and production worldwide for Computer Associates from 1996 to April 2000. He also served as corporate controller and vice president of finance and operations of Cheyenne Software from 1991 to 1996. From 1988 to 1990, he was an accountant for General Aerospace, Bell Associates, CPAs. He has a master's degree in Accounting/Taxation from Long Island University, C.W. Post. Currently, he is a certified public accountant in the state of New York. Wayne Lam has served as vice president of marketing of the Company and its predecessor entity since April 2000. Mr. Lam has more than 15 years of software development and corporate management experience. As vice president at Computer Associates, he held various roles in product marketing, business development and product development. Mr. Lam joined Computer Associates in 1996 with its acquisition of Cheyenne Software, where he held various positions including general manager of Cheyenne Software Netware Division, director of business development, and head of Cheyenne Communications, a business development unit focusing on communication software. From 1989 to 1993 he was co-founder and chief executive officer of Applied Programming Technologies, where he managed all aspects of its operations and development projects. From 1987 to 1989 he was vice president of engineering at Advanced Graphic Applications, where he managed the development of PC-based document management systems and optical storage device drivers. Mr. Lam has a B.E. in Electrical Engineering from Cooper Union, where he was involved with a privately funded research project studying the feasibility of building paperless offices using optical storage devices. The success of the project led to the formation of Advanced Graphic Applications. Item 11. Executive Compensation Summary Compensation Table. The following table sets forth, for the fiscal years indicated, all compensation awarded to, paid to or earned by the Company's chief executive officer and the Company's other executive officers (collectively, the "Named Executive Officers"). Please note that as described under "Certain Relationships and Related Transactions," FalconStor, Inc. was the accounting acquiror in the merger between Network Peripherals Inc. and FalconStor, Inc. and the transaction was accounted for as a recapitalization of FalconStor, Inc. Accordingly, the executive compensation provided below reflects the executive compensation information of the Company from the inception of FalconStor, Inc. on February 10, 2000 through December 31, 2001. However, under Item 402 of Regulation S-K, the Company is also required to disclose compensation information for James Regel, the former President and Chief Executive Officer of Network Peripherals Inc. since he held such position during the fiscal year ended December 31, 2001. The compensation information for Mr. Regel reflects compensation from Network Peripherals Inc. Summary Compensation Table Long Term Annual Compensation Compensation - ---------------------------------- --------------------------------------------- ------------- Name and Principal Position Other Annual Securities All Other Salary Bonus Compensation Underlying Compensation Year ($) ($)(1) ($)(2) Options (#) ($)(3) ------------- ----------- ----------- ------------- ------------ ------------- ReiJane Huai 2001 $170,833 -- $ 8,000 -- $239,924 Chairman and Chief 2000 -- -- -- -- -- Executive Officer Jacob Ferng 2001 $ 95,833 $ 20,000 -- -- -- Chief Financial Officer 2000 $ 20,833 -- -- 288,743 -- and Vice President Wayne Lam 2001 $ 96,667 $ 10,000 -- -- -- Vice President-Marketing 2000 $ 41,154 -- -- 288,743 -- James Regel (4) 2001 $350,000 -- -- 125,000 -- Former President and Chief 2000 $145,833 -- -- 375,000 -- Executive Officer of Network Peripherals Inc. (1) Bonuses of $20,000 and $10,000 for Mr. Ferng and Mr. Lam, respectively were paid in 2002 for services rendered in 2001. (2) Mr. Huai was given an automobile allowance of $8,000 in 2001. (3) Mr. Huai was reimbursed $239,924 in June 2001 for the payment of Hart-Scott-Rodino filing fees as well as all taxes that were due as a result of this reimbursement. The filing fees were incurred in connection with FalconStor's merger with Network Peripherals Inc. (4) Mr. Regel joined Network Peripherals Inc. in 2000. (5) Mr. Regel will also receive an additional $233,000 in 2002 related to his severance agreement plus an amount equal to $1,000,000 minus the value of his in-the-money options on August 22, 2002. Option Grants During 2001 Fiscal Year The following table provides information related to options to purchase Common Stock granted to James Regel during 2001. The Company currently does not have any plans providing for the grant of stock appreciation rights. Potential Realizable Value at Assumed Rates of Stock Price Appreciation for Individual Grants Option Term(2) - ------------------------------------------------------------------------------------------------------------------------------------ % of Total Number of Options Securities Granted to Exercise Price Underlying Employees in Base Price Name Option(#) Fiscal Year ($/Sh)(1) Expiration Date 5% 10% - ------------------------------------------------------------------------------------------------------------------------------------ James Regel 125,000 5% $7.625 January 26, 2001 $599,415 $1,519,036 (1) The option exercise price may be paid in shares of Common Stock owned by the executive, in cash, or a combination of any of the foregoing. The exercise price is equal to or greater than the fair market value of the Common Stock on the date of grant. (2) The potential realizable value portion of the foregoing table illustrates values that might be realized upon exercise of the options immediately prior to the expiration of their term, assuming the specified compounded rates of appreciation on the Company's Common Stock over the term of the options. These numbers do not take into account provisions of certain options providing for termination of the option following termination of employment, non-transferability or differences in vesting periods. Regardless of the theoretical value of an option, its ultimate value will depend upon the market value of the Common Stock at a future date, and that value will depend on a variety of factors, including the overall condition of the stock market and the Company's results of operations and financial condition. There can be no assurance that the values reflected in this table will be achieved. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values No options were exercised by any Named Executive Officer during the fiscal year ended December 31, 2001. The following table sets forth certain information concerning unexercised stock options held by the Named Executive Officers as of December 31, 2001. Number of Securities Underlying Value of Unexercised In-the- Unexercised Options at 2001 Fiscal Money Options at 2001 Fiscal Year-End (#) Year-End ($)(1) Name Exercisable/Unexercisable Exercisable/Unexercisable - ---- ------------------------------- ------------------------- ReiJane Huai............... 0/0 0/0 Jacob Ferng................ 95,285/193,458 $830,284/$1,685,735 Wayne Lam.................. 95,285/193,458 $830,284/$1,685,735 James Regel................ 500,000/0 $179,315/0 - ------------------- (1) On December 31, 2001, the last reported sales price of the Common Stock as reported on The Nasdaq National Market was $9.06. Employment Agreements The Company has entered into an employment agreement with ReiJane Huai dated as of September 2001, providing for the employment of such individual as Chairman, President and Chief Executive Officer. The employment agreement provides that Mr. Huai shall devote substantially all of his professional time to the business of the Company. The employment agreement provides a base salary in the amount of $150,000, subject to an increase of $15,000 per annum, provided that the Company's earnings were higher than the previous year, as certified by either the Company's Chief Financial Offer or its independent auditors and such other increases as determined by the Board of Directors. The agreement contains non-competition, confidentiality and non-solicitation provisions that apply for twenty-four months after cessation of employment. Severance Agreements The Company has entered into Change of Control Contracts with each of ReiJane Huai, Wayne Lam and Jacob Ferng dated as of December 2001 that provide for severance pay and incidental benefits if there is a change in control of the Company (as defined in the Change of Control Contracts). The payment is a lump sum payment equal to 4.0 times one year's annual compensation. The agreements also provide such individuals with the right to replace all stock options whether vested or not with fully vested stock options, or alternatively the right to receive a cash payment for surrendering the options equal to the difference between the full exercise price of each option surrendered and the greater of the price per share paid by the acquirer in the change of control transaction or the market price of the Company's Common Stock on the date of the change of control. Finally, the agreements provide that if any excise taxes are imposed on Messrs. Huai, Lam and Ferng by Section 4999 of the Internal Revenue Code of 1986, as amended, the Company will make them whole. Report on Repricing of Options. None of the stock options granted under any of the Company's plans were repriced in the fiscal year ended 2001. Compensation Committee Interlock and Insider Participation. Messrs. ReiJane Huai, Lawrence S. Dolin and Steven R. Fischer served as members of the Compensation Committee of the Board of Directors during the fiscal year ended December 31, 2001. For information relating to transactions involving the Company and such individuals, please see "Certain Relationships and Related Transactions." Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information concerning ownership of the Common Stock of FalconStor Software Inc. outstanding at March 20, 2002, by (i) each person known by the Company to be the beneficial owner of more than five percent of its Common Stock, (ii) each director, (iii) each of the executive officers named in the summary compensation table and (iv) by all directors and executive officers of the Company as a group. Shares Beneficially Percentage Name and Address of Beneficial Owner (1) Owned of Class (2) - ----------------------------------------- ----- ------------ ReiJane Huai (3) 10,824,260 23.9% c/o FalconStor Software, Inc. 125 Baylis Road Melville, NY 11747 Barry Rubenstein (4) 6,955,053 15.4% 68 Wheatley Road Brookville, NY 11545 Irwin Lieber (5) 4,602,689 10.2% 80 Cuttermill Road Suite 311 Great Neck, NY 11021 Barry Fingerhut (6) 3,000,164 6.6% 767 Fifth Avenue, 45th Floor New York, NY 10153 Seth Lieber (7) 3,014,474 6.7% 200 East 72 Street, PH N New York, NY 10021 Jonathan Lieber (8) 2,927,852 6.5% 271 Hamilton Road Chappaqua, NY 10514 Marilyn Rubenstein (9) 2,482,424 5.5% c/o Barry Rubenstein 68 Wheatley Road Brookville, NY 11545 Eli Oxenhorn (10) 3,353,702 7.4% 56 The Intervale Roslyn Estates, NY 11576 Lawrence S. Dolin (11) 40,000 * Steven R. Fischer 2,500 * Steven H. Owings 58,030 * Jacob Ferng (12) 190,570 * Wayne Lam (13) 177,432 * All Directors and Executive Officers as a Group (14) (6 persons) 11,292,792 24.8% *Less than one percent (1) A person is deemed to be the beneficial owner of voting securities that can be acquired by such person within 60 days after the date hereof upon the exercise of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants or convertible securities that are held by such person (but not those held by any other person) and that are currently exercisable (i.e., that are exercisable within 60 days from March 20, 2002) have been exercised. Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. (2) Based upon shares of Common Stock outstanding as of March 20, 2002 of 45,240,294. (3) Based upon information contained in a Form 3 and Schedule 13D filed by Mr. Huai and certain other information. (4) Based upon information contained in a report on a Schedule 13D, as amended (the "Wheatley 13D") filed jointly by Barry Rubenstein, Brookwood Partners, L.P. ("Brookwood"), Seneca Ventures ("Seneca"), Wheatley Associates III, L.P. ("Wheatley Associates"), Wheatley Foreign Partners, L.P. ("Wheatley Foreign"), Wheatley Foreign Partners III, L.P. ("Wheatley Foreign III"), Wheatley Partners, L.P. ("Wheatley"), Wheatley Partners II, L.P. ("Wheatley II"), Wheatley Partners III, L.P. ("Wheatley III"), Woodland Partners, Woodland Venture Fund ("Woodland Fund"), and certain other entities with the Securities and Exchange Commission ("SEC"), and a Form 3 filed by Mr. Rubenstein with the SEC as well as certain other information. Consists of (i) 1,812,903 shares of Common Stock held by Mr. Rubenstein, (ii) 395,217 shares of common stock held by Brookwood, (iii) 642,453 shares of common stock held by Seneca, (iv) 299,809 shares of common stock held by Wheatley Associates, (v) 41,008 shares of common stock held by Wheatley Foreign, (vi) 293,012 shares of common stock held by Wheatley Foreign III, (vii) 484,051 shares of common stock held by Wheatley, (viii) 180,089 shares of common stock held by Wheatley II, (ix) 1,370,015 shares of common stock held by Wheatley III, (x) 692,983 shares of common stock held by Woodland Partners and (xi) 743,513 shares of common stock held by Woodland Fund. Does not include 8,258 shares of common stock held by Mr. Rubenstein's spouse, Marilyn Rubenstein. Mr. Rubenstein disclaims beneficial ownership of the securities held by Wheatley, Wheatley Foreign, Wheatley II, Wheatley III, Wheatley Foreign III, Wheatley Associates, Seneca, Woodland Fund, Woodland Partners and Brookwood, except to the extent of his respective equity interest therein. (5) Based upon information contained in the Wheatley 13D and certain other information. Consists of (i) 1,934,705 shares of Common Stock held by Irwin Lieber, (ii) 484,051 shares of Common Stock held by Wheatley, (iii) 41,008 shares of Common Stock held by Wheatley Foreign, (iv) 180,089 shares of Common Stock held by Wheatley II, (v) 1,370,015 shares of Common Stock held by Wheatley III, (vi) 293,012 shares of Common Stock held by Wheatley Foreign III, and (vii) 299,809 shares of Common Stock held by Wheatley Associates. Mr. Lieber disclaims beneficial ownership of the securities held by Wheatley, Wheatley Foreign, Wheatley II, Wheatley III, Wheatley Foreign III and Wheatley Associates, except to the extent of his respective equity interests therein. (6) Based upon information contained in the Wheatley 13D and certain other information. Consists of (i) 322,180 shares of Common Stock held by Barry Fingerhut, (ii) 484,051 shares of Common Stock held by Wheatley, (iii) 41,008 shares of Common Stock held by Wheatley Foreign, (iv) 180,089 shares of Common Stock held by Wheatley II, (v) 1,370,015 shares of Common Stock held by Wheatley III, (vi) 293,012 shares of Common Stock held by Wheatley Foreign III, and (vii) 299,809 shares of Common Stock held by Wheatley Associates. Mr. Fingerhut disclaims beneficial ownership of the securities held by Wheatley, Wheatley Foreign, Wheatley II, Wheatley III, Wheatley Foreign III and Wheatley Associates, except to the extent of his respective equity interests therein. (7) Based upon information contained in the Wheatley 13D and certain other information. Consists of (i) 86,622 shares of Common Stock held by Seth Lieber, (ii) 484,051 shares of Common Stock held by Wheatley, (iii) 41,008 shares of Common Stock held by Wheatley Foreign, (iv) 180,089 shares of Common Stock held by Wheatley II, (v) 1,370,015 shares of Common Stock held by Wheatley III, (vi) 293,012 shares of Common Stock held by Wheatley Foreign III, (vii) 299,809 shares of Common Stock held by Wheatley Associates and (viii) 259,868 shares of Common Stock held by Applegreen. Mr. Lieber disclaims beneficial ownership of the securities held by Wheatley, Wheatley Foreign, Wheatley II, Wheatley III, Wheatley Foreign III, Wheatley Associates and Applegreen, except to the extent of his respective equity interests therein. (8) Based upon information contained in the Wheatley 13D and certain other information. Consists of (i) 484,051 shares of Common Stock held by Wheatley, (ii) 41,008 shares of Common Stock held by Wheatley Foreign, (iii) 180,089 shares of Common Stock held by Wheatley II, (iv) 1,370,015 shares of Common Stock held by Wheatley III, (v) 293,012 shares of Common Stock held by Wheatley Foreign III, (vi) 299,809 shares of Common Stock held by Wheatley Associates and (vii) 259,868 shares of Common Stock held by Applegreen Partners. Mr. Lieber disclaims beneficial ownership of the securities held by Wheatley, Wheatley Foreign, Wheatley II, Wheatley III, Wheatley Foreign III, Wheatley Associates and Applegreen, except to the extent of his respective equity interests therein. (9) Based upon information contained in the Wheatley 13D and certain other information. Consists of (i) 8,258 shares of Common Stock held by Marilyn Rubenstein, (ii) 642,453 shares of Common Stock held by Seneca, (iii) 743,513 shares of Common Stock held by Woodland Fund, (iv) 692,983 shares of Common Stock held by Woodland Partners and (v) 395,217 shares of Common Stock held by Brookwood. Mrs. Rubenstein disclaims beneficial ownership of the securities held by Seneca, Woodland Fund, Woodland Partners and Brookwood, except to the extent of her respective equity interests therein. Does not include 1,812,903 shares of Common Stock held by Mrs. Rubenstein's spouse, Barry Rubenstein. (10) Based upon information contained in a report on a Schedule 13G filed jointly by Eli Oxenhorn and the Eli Oxenhorn Family Limited Partnership (the "EOFLP"). Consists of (i) 2,898,932 shares of common stock held by Mr. Oxenhorn (including 3,500 shares held by the Eli Oxenhorn SEP IRA account and 8,000 shares held by the Eli Oxenhorn Rollover IRA Account) and (ii) 454,770 shares of common stock held by the EOFLP. Mr. Oxenhorn disclaims beneficial ownership of the securities held by the EOFLP, except to the extent of his respective equity interests therein. (11) Includes 40,000 shares held by Northern Union Club. Mr. Dolin is a general partner of Mordo Partners, which is a general partner of Northern Union Club. Mr. Dolin disclaims beneficial ownership of the securities held by Northern Union Club, except to the extent of his respective equity interests therein. (12) Includes options to purchase 95,285 shares of Common Stock exercisable within 60 days of March 20, 2002. (13) Includes options to purchase 173,895 shares of Common Stock exercisable within 60 days of March 20, 2002. (14) Includes options to purchase 269,180 shares of Common Stock exercisable within 60 days of March 20, 2002. Item 13. Certain Relationships and Related Transactions On August 22, 2001, pursuant to an Agreement and Plan of Merger and Reorganization, (the "Merger Agreement"), FalconStor, Inc. ("FalconStor") merged with Network Peripherals Inc. ("NPI"), with NPI as the surviving corporation. Under the terms of the Merger Agreement, all of FalconStor's preferred shares were converted into common shares and the stockholders of FalconStor received 0.721858 shares of NPI common stock for each share of FalconStor common stock that they held. Although NPI acquired FalconStor, as a result of the transaction, FalconStor stockholders held a majority of the voting interests in the combined enterprise after the merger. Accordingly, for accounting purposes, the acquisition was a "reverse acquisition" and FalconStor was the "accounting acquiror." Further, as a result of NPI's decision on June 1, 2001 to discontinue its NuWave and legacy business, at the time of the merger NPI was a non-operating public shell with no continuing operations, and FalconStor purchased no intangible assets associated with NPI. As a result, the transaction was accounted for as a recapitalization of FalconStor and recorded based on the fair value of NPI's net tangible assets acquired by FalconStor, with no goodwill or other intangible assets being recognized. The conversion of all of FalconStor's preferred stock into common stock resulted in an additional 20,207,460 shares of common stock outstanding and, for accounting purposes, the merger resulted in the issuance of 13,348,605 common shares to NPI's pre-merger shareholders. In connection with the merger, the name of NPI was changed to FalconStor Software, Inc. The following directors, executive officers, 5% stockholders and entities affiliated with 5% stockholders acquired common stock in the merger: ReiJane Huai - 10,824,260 shares; Wayne Lam - 3,537 shares; Barry Rubenstein - 1,812,903 shares; Brookwood Partners - 526,956 shares; Seneca Ventures- 642,453 shares; Wheatley Associates III, L.P.- 299,809 shares; Wheatley Foreign Partners, L.P. - 41,008 shares; Wheatley Foreign Partners III, L.P. - 293,012 shares; Wheatley Partners, L.P. - 484,051 shares; Wheatley Partners II, L.P. - 180,089 shares; Wheatley Partners III, L.P. - 1,370,015 shares; Woodland Partners - 692,983 shares; Woodland Venture Fund - 743,513 shares; Irwin Lieber - 1,905,705 shares; Barry Fingerhut - - 303,180 shares; Seth Lieber - 115,497 shares; Applegreen Partners - 346,491 shares; Jonathan Lieber - 25,265 shares; Marilyn Rubenstein - 8,258 shares; Eli Oxenhorn - 2,898,932 shares; and the Eli Oxenhorn Family Limited Partnership - 454,770 shares. On October 2, 2001, the Company invested approximately $2,300,000 in a private placement of Network-1 Security Solutions, Inc. ("Network-1"), a publicly traded corporation that develops and markets intrusion prevention software products. For its investment, the Company received 1,084,935 shares of preferred stock, which if converted into common stock, would represent an approximate 16.5% ownership of Network-1. The following 5% stockholders or entities affiliated with 5% stockholders of the Company also invested the following approximate amounts in the private placement of Network-1: Applegreen Partners - $75,000; Brookwood Partners - $250,000; Barry Fingerhut - $350,000; Irwin Lieber - $350,000; Jonathan Lieber - $25,000; Seth Lieber - $25,000; Barry Rubenstein - $100,000; Seneca Ventures - $350,000; Wheatley Partners, L.P. - $184,000; Wheatley Partners II, L.P. - $200,000; Wheatley Foreign Partners, L.P. - - $16,000; Woodland Partners - $200,000; Woodland Venture Fund - $450,000; and Eli Oxenhorn - $250,000. Barry Rubenstein, a 5% stockholder, may be deemed to be the beneficial owner of the securities acquired by Seneca Ventures, Woodland Venture Fund, Woodland Partners, Brookwood Partners, Wheatley Associates III, L.P., Wheatley Foreign Partners, L.P., Wheatley Foreign Partners III, L.P., Wheatley Partners, L.P., Wheatley Partners II, L.P. and Wheatley Partners III, L.P. Barry Fingerhut and Irwin Lieber, each of whom are 5% stockholders, may be deemed to be a beneficial owner of the securities acquired by Wheatley Associates III, L.P., Wheatley Foreign Partners, L.P., Wheatley Foreign Partners III, L.P., Wheatley Partners, L.P., Wheatley Partners II, L.P. and Wheatley Partners III, L.P. Seth Lieber and Jonathan Lieber, each of whom are 5% stockholders, may be deemed to be the beneficial owners of the securities acquired by Wheatley Associates III, L.P., Wheatley Foreign Partners, L.P., Wheatley Foreign Partners III, L.P., Wheatley Partners, L.P., Wheatley Partners II, L.P. and Wheatley Partners III, L.P. and Applegreen Partners. Marilyn Rubenstein, a 5% stockholder, may be deemed to be a beneficial owner of the securities acquired by Seneca Ventures, Brookwood Partners, Woodland Partners and Woodland Venture Fund. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FALCONSTOR SOFTWARE, INC. By: /s/ ReiJane Huai -------------------------------- ReiJane Huai President and Chief Executive Officer Dated: April 29, 2002
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10-K/A Filing
Falconstor Software (FALC) 10-K/A2001 FY Annual report (amended)
Filed: 29 Apr 02, 12:00am