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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. )*
64121N 10 9
(CUSIP Number)
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 (the "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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Page 1 of 6 pages
SCHEDULE 13G
CUSIP No.: 64121N 10 9 |
|
Page 2 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Emigrant Capital Corporation 51-0383720 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 6 7 8 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
1,312,500(1) 1,312,500(1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,312,500(1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.4% |
| 12 |
TYPE OF REPORTING PERSON* CO |
| (1) | Includes (i) 750,000 shares of common stock and (ii) 562,500 shares of common stock issuable on the exercise of warrants |
SCHEDULE 13G
CUSIP No.: 64121N 10 9 |
|
Page 3 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) David M. Seldin |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 6 7 8 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
376,250(1) 376,250(1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 376,250(1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1% |
| 12 |
TYPE OF REPORTING PERSON* IN |
| (1) | Includes (i) 215,000 shares of common stock and (ii) 161,250 shares of common stock issuable on the exercise of warrants |
SCHEDULE 13G
CUSIP No.: 64121N 10 9 |
|
Page 4 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Gilbert S. Stein |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 6 7 8 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
175,000(1) 175,000(1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,000(1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% |
| 12 |
TYPE OF REPORTING PERSON* IN |
| (1) | Includes (i) 100,000 shares of common stock and (ii) 75,000 shares of common stock issuable on the exercise of warrants |
SCHEDULE 13G
CUSIP No.: 64121N 10 9 |
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Page 5 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) John R. Hart |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 6 7 8 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
175,000(1) 175,000(1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,000(1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% |
| 12 |
TYPE OF REPORTING PERSON* IN |
| (1) | Includes (i) 100,000 shares of common stock and (ii) 75,000 shares of common stock issuable on the exercise of warrants |
SCHEDULE 13G
CUSIP No.: 64121N 10 9 |
|
Page 6 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Barry S. Friedberg |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 6 7 8 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
87,500(1) 87,500(1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,500(1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% |
| 12 |
TYPE OF REPORTING PERSON* IN |
| (1) | Includes (i) 50,000 shares of common stock and (ii) 37,500 shares of common stock issuable on the exercise of warrants |
SCHEDULE 13G
CUSIP No.: 64121N 10 9 |
|
Page 7 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Francis May |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 6 7 8 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
43,750(1) 43,750(1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,750(1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% |
| 12 |
TYPE OF REPORTING PERSON* IN |
| (1) | Includes (i) 25,000 shares of common stock and (ii) 18,750 shares of common stock issuable on the exercise of warrants |
SCHEDULE 13G
CUSIP No.: 64121N 10 9 |
|
Page 8 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Kenneth L. Walters, Jr. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 6 7 8 |
SOLE VOTING POWER SHARED VOTING POWER SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER |
17,500(1) 17,500(1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,500(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% |
| 12 |
TYPE OF REPORTING PERSON* IN |
| (1) | Includes (i) 10,000 shares of common stock and (ii) 7,500 shares of common stock issuable on the exercise of warrants |
| Item 1(a) | Name of Issuer Network-1 Security Solutions, Inc. |
| Item 1(b) | Address of Issuer's Principal Executive Offices 1601 Trapelo Road Reservoir Place Waltham MA 02451 |
| Item 2(a) | Name of Person Filing |
This statement is filed by:
| Emigrant Capital Corporation ("Emigrant") with respect to shares owned by it. David M. Seldin ("DMS") with respect to shares owned by him. Gilbert S. Stein ("GSS") with respect to shares owned by him. John R. Hart ("JRH") with respect to shares owned by him. Barry S. Friedberg ("BSF") with respect to shares owned by him. Francis May ("FM") with respect to shares owned by him. Kenneth L. Walters, Jr. ("KLW") with respect to shares owned by him. |
| The foregoing persons are hereinafter sometimes referred to collectively as the "Reporting Persons." |
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
| The address of the principal business office of each
of the Reporting Persons, other than DMS, is: 6 East 43rd Street New York NY 10017 The residence address of DMS is: 1571 Oceanview Drive Tierra Verde FL 33715 |
| Item 2(c) | Citizenship |
| Emigrant is a corporation organized under the laws of the State of Delaware. All of the other Reporting Persons are United States citizens. |
| Item 2(d) | Title of Class of Securities Common Stock, $.01 par value |
| Item 2(e) | CUSIP Number 64121N 10 9 |
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the filing person is: Not applicable |
| Item 4 | Ownership |
| A. | Emigrant |
| (a) | Amount beneficially owned: 1,312,500 |
| (b) | Percent Amount of class: 7.4% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 1,312,500 |
| (ii) | Shared power to vote: 0 |
| (iii) | Sole power to dispose or direct the disposition: 1,312,500 |
| (iv) | Shared power to dispose or direct the disposition: 0 |
| B. | DMS |
| (a) | Amount beneficially owned: 376,250 |
| (b) | Percent Amount of class: 2.1% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 376,250 |
| (ii) | Shared power to vote: 0 |
| (iii) | Sole power to dispose or direct the disposition: 376,250 |
| (iv) | Shared power to dispose or direct the disposition: 0 |
| C. | GSS |
| (a) | Amount beneficially owned: 175,000 |
| (b) | Percent Amount of class: 1.0% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 175,000 |
| (ii) | Shared power to vote: 0 |
| (iii) | Sole power to dispose or direct the disposition: 175,000 |
| (iv) | Shared power to dispose or direct the disposition: 0 |
| D. | JRH |
| (a) | Amount beneficially owned: 175,000 |
| (b) | Percent Amount of class: 1.0% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 175,000 |
| (ii) | Shared power to vote: 0 |
| (iii) | Sole power to dispose or direct the disposition: 175,000 |
| (iv) | Shared power to dispose or direct the disposition: 0 |
| E. | BSF |
| (a) | Amount beneficially owned: 87,500 |
| (b) | Percent Amount of class: 0.5% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 87,500 |
| (ii) | Shared power to vote: 0 |
| (iii) | Sole power to dispose or direct the disposition: 87,500 |
| (iv) | Shared power to dispose or direct the disposition: 0 |
| F. | FM |
| (a) | Amount beneficially owned: 43,750 |
| (b) | Percent Amount of class: 0.2% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 43,750 |
| (ii) | Shared power to vote: 0 |
| (iii) | Sole power to dispose or direct the disposition: 43,750 |
| (iv) | Shared power to dispose or direct the disposition: 0 |
| G. | KLW |
| (a) | Amount beneficially owned: 17,500 |
| (b) | Percent Amount of class: 0.1% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 17,500 |
| (ii) | Shared power to vote: 0 |
| (iii) | Sole power to dispose or direct the disposition: 17,500 |
| (iv) | Shared power to dispose or direct the disposition: 0 |
| Item 5 | Ownership of Five Percent of Less of a Class Not applicable |
| 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 Member of the Group Not applicable |
| Item 9 | Notice of Dissolution of Group Not applicable |
| 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 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.
December 28, 2004
| Emigrant Capital Corporation By: /s/ John R. Hart Name: John R. Hart Title: First Vice President David M. Seldin /s/ David M. Seldin Gilbert S. Stein /s/ Gilbert S. Stein John R. Hart /s/ John R. Hart Barry S. Friedberg /s/ Barry S. Friedberg Francis May /s/ Francis May Kenneth L. Walters, Jr. /s/ Kenneth L. Walters, Jr. |
AGREEMENT RELATING TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Network-1 Security Solutions, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an Exhibit to such Schedule 13G.
This Agreement and the filing of the Schedule 13G shall not be construed to be an admission that any of the undersigned is a member of a "group" consisting of one or more of such persons pursuant to Section 13(g) of the Securities Exchange Act of 1934, as amended, and the rules thereunder.
December 28, 2004
| Emigrant Capital Corporation By: /s/ John R. Hart Name: John R. Hart Title: First Vice President David M. Seldin /s/ David M. Seldin Gilbert S. Stein /s/ Gilbert S. Stein John R. Hart /s/ John R. Hart Barry S. Friedberg /s/ Barry S. Friedberg Francis May /s/ Francis May Kenneth L. Walters, Jr. /s/ Kenneth L. Walters, Jr. |