-----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, VljouzHc4BiJ47roufpeEz2F+R5p7NLoK4jyr3JtYBh08z5SGXVK7sldHuYVmC+y YbupHiAV5UTbf91fBFZQ6w== 0000897423-00-000046.txt : 20000214 0000897423-00-000046.hdr.sgml : 20000214 ACCESSION NUMBER: 0000897423-00-000046 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000211 GROUP MEMBERS: FW VENTURES I LP GROUP MEMBERS: FW VENTURES I, L.P. GROUP MEMBERS: MARK A. WOLFSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EGAIN COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001066194 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770466366 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-58033 FILM NUMBER: 534786 BUSINESS ADDRESS: STREET 1: 624 EAST EVELYN AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 MAIL ADDRESS: STREET 1: 624 EAST EVELYN AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FW VENTURES I LP CENTRAL INDEX KEY: 0001103791 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 201 MAIN STREET, SUITE 3100 CITY: FORTWORTH STATE: TX ZIP: 76102 SC 13G 1 EGAIN COMMUNICATIONS CORPORATION., SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* eGain Communications Corporation (Name of Issuer) Common Stock, Par Value $.001 Per Share (Title of Class of Securities) 28225C103 (CUSIP Number) December 31, 1999 (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 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). **The total number of shares reported herein is 4,046,590 shares, which constitutes approximately 14.0% of the 28,999,944 shares of Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Unless otherwise stated, all ownership percentages set forth herein assume that there are 28,994,944 shares outstanding. CUSIP No. 28225C103 1. Name of Reporting Person: FW Ventures I, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 4,041,590 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 4,041,590 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,041,590 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 13.9% 12. Type of Reporting Person: PN - -------------- (1) Power is exercised through its general partner, Group 31, Inc. CUSIP No. 28225C103 1. Name of Reporting Person: Mark A. Wolfson 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Mark A. Wolfson is a citizen of the United States of America. 5. Sole Voting Power: -0- Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: -0- Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,000 (1) 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): <0.1% (2) 12. Type of Reporting Person: IN - -------------- (1) Assumes the exercise of director options held by Mr. Wolfson to purchase 5,000 shares of Common Stock. (2) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 28,999,944 shares of the Stock outstanding. Item 1(a). Name of Issuer. The name of the issuer is eGain Communications Corporation (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. The principal executive offices of the Issuer are located at 455 W. Maude Avenue, Sunnyvale, California 94086. Item 2(a). Names of Persons Filing. Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Schedule 13G Statement on behalf of FW Ventures I, L.P., a Texas limited partnership ("FW"), and Mark A. Wolfson ("Wolfson"), the "Reporting Persons." Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Group 31, Inc., a Texas corporation ("Group"), and J. Taylor Crandall ("Crandall"). The Reporting Persons and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." The Item 2 Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Item 2 Persons that such a group exists. Item 2(b). Address of Principal Business Office, or if None, Residence. The address of the principal business office or residence of each of the Item 2 Persons is as follows: PRINCIPAL BUSINESS OR NAME RESIDENCE ADDRESS FW 201 Main Street Suite 3100 Fort Worth, Texas 76102 Wolfson 2775 Sand Hill Road Suite 220 Menlo Park, California 94025 Group 201 Main Street Suite 3100 Fort Worth, Texas 76102 Crandall 2775 Sand Hill Road Suite 220 Menlo Park, California 94025 Item 2(c). Citizenship. All of the natural persons listed in Item 2(a) are citizens of the United States of America. Item 2(d). Title of Class of Securities. This Schedule 13G Statement relates to the Common Stock, par value $0.001 per share, of the Issuer (the "Stock"). Item 2(e). CUSIP Number. The CUSIP number of the Stock is 28225C103. Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b). This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b) or Rule 13d-2(b). Item 4. Ownership. (a) - (b) Reporting Persons FW The aggregate number of shares of the Stock that FW owns beneficially, pursuant to Rule 13d-3 of the Act, is 4,041,590, which constitutes approximately 13.9% of the 28,994,944 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). Wolfson Because he holds director stock options to purchase 5,000 shares of the Stock, Wolfson may, pursuant to Rule 13d-3, be deemed to be the beneficial owner of 5,000 shares of the Stock, which constitutes less than 0.1% of the 28,999,944 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). Controlling Persons Group Because of its position as the sole general partner of FW, Group may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 4,041,590 shares of the Stock, which constitutes approximately 13.9% of the outstanding shares of the Stock. Crandall Because of his position as the President of Group, which is the sole general partner of FW, Crandall may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 4,041,590 shares of the Stock, which constitutes approximately 13.9% of the outstanding shares of the Stock. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (c) Reporting Persons FW Acting through its general partner, FW has the sole power to vote or to direct the vote and to dispose or to direct the disposition of an aggregate of 4,041,590 shares of the Stock. Wolfson Wolfson has no power to vote or to direct the vote or to dispose or to direct the disposition of any of the shares of the Stock. Controlling Persons Group As the sole general partner of FW, Group has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 4,041,590 shares of the Stock. Crandall As the President of Group, which is the sole general partner of FW, Crandall has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 4,041,590 shares of the Stock. Item 5. Ownership of Five Percent or Less of a Class. This filing on Schedule 13G is not for the purpose of reporting the fact that the Reporting Persons have ceased to be the beneficial owners of more than five percent (5%) of the outstanding shares of the Stock. Item 6. Ownership of More than Five Percent on Behalf of Another Person. No person other than the Item 2 Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Stock owned by them. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. This Schedule 13G Statement is not being filed by a parent holding company. Item 8. Identification and Classification of Members of the Group. This Schedule 13G Statement is being filed on behalf of each of the Item 2 Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1)(iii). The identity of each of the Item 2 Persons is set forth in Item 2(a) hereof. Item 9. Notice of Dissolution of Group. It is inapplicable for the purposes herein to provide notice of dissolution of a group. 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. After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. DATED: February 11, 2000 FW VENTURES I, L.P. By: Group 31, Inc., general partner By: /s/ W. R. Cotham W. R. Cotham, Vice President /s/Mark A. Wolfson -----END PRIVACY-ENHANCED MESSAGE-----