¨ |
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 persons 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. |
CUSIP No. 67066G104 |
13G |
Page
2
of 8 Pages |
1. |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES
ONLY) Chris A. Malachowsky |
|||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
3. |
SEC USE ONLY |
|||
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION USA |
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER 7,564,000 (1) 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 7,564,000 (1) 8. SHARED
DISPOSITIVE POWER 0 | |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,564,000 (1) |
|||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
|||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8% |
|||
12. |
TYPE OF REPORTING PERSON* IN |
|||
(1) |
Includes 5,485,000 shares held by The Malachowsky Living Trust dated October 20, 1994, 954,000 shares held by Malachowsky Investments, L.P. and 75,000 shares
held by the Chris and Melody Malachowsky Family Foundation. Also includes 1,050,000 shares issuable pursuant to options exercisable within 60 days of December 31, 2002. |
CUSIP No. 67066G104 |
13G |
Page
3
of 8 Pages |
1. |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES
ONLY) Chris A. Malachowsky, as Trustee of The Chris and Melody Malachowsky Living Trust dated October 20, 1994 |
|||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
3. |
SEC USE ONLY |
|||
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION California |
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER 5,485,000 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 5,485,000 8. SHARED
DISPOSITIVE POWER 0 | |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,485,000 |
|||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
|||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.5% |
|||
12. |
TYPE OF REPORTING PERSON* OO |
|||
CUSIP No. 67066G104 |
13G |
Page
4
of 8 Pages |
1. |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES
ONLY) Malachowsky Investments, L.P. |
|||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
3. |
SEC USE ONLY |
|||
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION California |
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER 954,000 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 954,000 8. SHARED
DISPOSITIVE POWER 0 | |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 954,000 |
|||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
|||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.6% |
|||
12. |
TYPE OF REPORTING PERSON* PN |
|||
CUSIP No. 67066G104 |
13G |
Page
5
of 8 Pages |
1. |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES
ONLY) The Chris and Melody Malachowsky Family Foundation |
|||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
3. |
SEC USE ONLY |
|||
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER 75,000 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 75,000 8. SHARED DISPOSITIVE
POWER 0 | |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,000 |
|||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
|||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
|||
12. |
TYPE OF REPORTING PERSON* CO |
|||
(a) |
Name of Issuer |
(b) |
Address of Issuers Principal Executive Offices |
(a) |
Name of Person Filing: |
(b) |
Address of Principal Business Office or, if none, Residence |
(c) |
Citizenship |
Chris A. Malachowsky |
USA | |
Trust |
California | |
Malachowsky Investments |
California | |
Malachowsky Foundation |
Delaware |
(d) |
Title of Class of Securities: Common Stock |
(e) |
CUSIP Number: 67066G104 |
(a) |
Amount Beneficially Owned: |
Chris A. Malachowsky |
7,564,000* | |
Trust |
5,485,000 | |
Malachowsky Investments |
954,000 | |
Malachowsky Foundation |
75,000 |
(b) |
Percent of Class: |
Chris A. Malachowsky |
4.8% | |
Trust |
3.5% | |
Malachowsky Investments |
0.6% | |
Malachowsky Foundation |
0.0% |
(c) |
Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote: |
Chris A. Malachowsky |
7,564,000* | |
Trust |
5,485,000 | |
Malachowsky Investments |
954,000 | |
Malachowsky Foundation |
75,000 |
(ii) Shared power to vote or to direct the vote: |
Chris A. Malachowsky |
0 | |
Trust |
0 | |
Malachowsky Investments |
0 | |
Malachowsky Foundation |
0 |
(iii) Sole power to dispose or to direct the disposition of: |
Chris A. Malachowsky |
7,564,000* | |
Trust |
5,485,000 | |
Malachowsky Investments |
954,000 | |
Malachowsky Foundation |
75,000 |
(iv) Shared power to dispose or to direct the disposition of: |
Chris A. Malachowsky |
0 | |
Trust |
0 | |
Malachowsky Investments |
0 | |
Malachowsky Foundation |
0 |
* |
Includes 5,485,000 shares held by The Malachowsky Living Trust dated October 20, 1994, 954,000 shares held by Malachowsky Investments, L.P. and 75,000 shares
held by the Chris and Melody Malachowsky Family Foundation. Also includes 1,050,000 shares issuable pursuant to options exercisable within 60 days of December 31, 2002. |
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
|
January 23, 2003 Date | ||
/s/ CHRIS
MALACHOWSKY Signature | ||
Chris A. Malachowsky |
CHRIS A. MALACHOWSKY, AS TRUSTEE OF THE
MALACHOWSKY LIVING TRUST DATED OCTOBER 20, 1994 /s/ CHRIS MALACHOWSKY Chris A. Malachowsky, Trustee | ||
MALACHOWSKY INVESTMENTS,
L.P. /s/ CHRIS MALACHOWSKY Chris A. Malachowsky, General Partner | ||
THE CHRIS AND MELODY
MALACHOWSKY FAMILY FOUNDATION /s/ CHRIS MALACHOWSKY Chris A. Malachowsky, Director |