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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Appiant Technologies, Inc.
------------------------------------
(Name of Issuer)
Common
------------------------------------
(Title of Class of Securities)
07382R108
------------
(CUSIP Number)
31 December 2002
-------------------------------------------------------
(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)
[ ] Rule 13d-1(c)
[x] 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 require 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).
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CUSIP NO. 07382R108 13G PAGE 2 OF 5 PAGES
---------------------------- ---------------------
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L. Thomas Baldwin, III
L. Thomas Baldwin, III Living Trust u/t/a dated November 9, 1995
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Illinois
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SOLE VOTING POWER
5
NUMBER OF 9,648,596 (*)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 9,648,596 (*)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 9,648,596 (*)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
9,648,596 (*)
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
9,648,596 (*)
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
40.3%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN - L. Thomas Baldwin, III
00 - L. Thomas Baldwin, III Living Trust
--------------------------------------------------------------------------------
(*) Represents 3,191,334 shares of common stock, immediately exercisable
warrants to purchase 2,861,567 shares of common stock, notes immediately
convertible into 3,595,695 shares of common stock. Includes 105,000 shares held
by irrevocable trusts for each of the Reporting Person's three children. The
Reporting Person disclaims benefitial interst except to the extent of his
pecuniary interest therein.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 07382R108 13G PAGE 3 OF 5 PAGES
ITEM 1.
(a) Name of Issuer
Appiant Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices
6663 Owens Drive
Pleasanton, CA 94588
ITEM 2.
(a) Name of Person Filing
L. Thomas Baldwin, III
L. Thomas Baldwin, III Living Trust u/t/a dated 11/09/95
(b) Address of Principal Business Office or, if none, Residence
141 West Jackson Boulevard
Suite 2850
Chicago, Illinois 60604
(c) Citizenship
U.S.A
(d) Title of Class of Securities
Common
(e) CUSIP Number 07382R108
Item 3.
If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 89 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment advisor in accordance with Section
240.13d-1(b)(1) (ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
Section 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] 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) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
9,648,596 (*)
(b) Percent of Class
9,648,596 (*)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 9,648,596 (*)
(ii) Shared power to vote or to direct the vote 9,648,596 (*)
(iii) Sole power to dispose or to direct the disposition of
9,648,596 (*)
(iv) Shared power to dispose or to direct the disposition of
9,648,596 (*)
See (*) to information on the cover page hereof.
CUSIP NO. 07382R108 13G PAGE 4 OF 5 PAGES
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 [ ].
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment fund is not required.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each member
of the group. If a group has filed this schedule pursuant to Section
240.13d-1(c) or 240.13d-1(d), attach an exhibit stating the identity
of each member of the group.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See
Item 5.
N/A
CUSIP NO. 07382R108 13G PAGE 5 OF 5 PAGES
ITEM 10. CERTIFICATION.
(a) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(b):
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issue of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose of effect.
(b) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(c):
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.
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.
Date: 14 February 2003
By: /s/ L. Thomas Baldwin, III
--------------------------
Signature
L. Thomas Baldwin, III, Individually and as Trustee of the L. Thomas Baldwin,III
Living Trust u/t/a dated November 9, 1995
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general paper of the filing person, evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).