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SEC 1746 Potential persons who are to respond to the collection of information
contained in this form (11-02) are not required to respond unless the form
displays a currently valid OMB control number.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Ross Systems, Inc.
(Name of Issuer)
Common stock $.001 par value
(Title of Class of Securities)
778303 10 7
(CUSIP Number)
Benjamin W. Griffith, III, 6304 Peake Road, Macon, Georgia 31210, 478-405-4101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [X]
* 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).
CUSIP No. 7783093 10 7
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only). Benjamin W. Griffith, III
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
......................................................................
(b)
......................................................................
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3. SEC Use Only..........................................................
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4. Source of Funds (See Instructions) PF, BK
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) .................
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6. Citizenship or Place of Organization United States
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Number of 7. Sole Voting Power 652,500
Shares ------------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by ------------------------------------------------------------------
Each 9. Sole Dispositive Power 652,500
Reporting ------------------------------------------------------------------
Person With 10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 652,500
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11) 20.5%
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14. Type of Reporting Person (See Instructions) IN
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Item 1. Security and Issuer
State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive offices of the
issuer of such securities.
Common Stock
Par value $.001
Ross Systems, Inc.
2 Concourse Parkway, Suite 800
Atlanta, GA 30328
Item 2. Identity and Background
If the person filing this statement or any person enumerated in Instruction
C of this statement is a corporation, general partnership, limited
partnership, syndicate or other group of persons, state its name, the state
or other place of its organization, its principal business, the address of
its principal office and the information required by (d) and (e) of this
Item. If the person filing this statement or any person enumerated in
Instruction C is a natural person, provide the information specified in (a)
through (f) of this Item with respect to such person(s).
(a) Name; Benjamin W. Griffith, III
(b) Residence or business address; 6304 Peake Road, Macon, GA 31210
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; Developer
Southern Pine Plantations, Inc. 6304 Peake Road Macon, GA 31210
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or
other disposition of the case; None
(e) Whether or not, during the last five years, such person was a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws; and, if so, identify and
describe such proceedings and summarize the terms of such
judgment, decree or final order; and None
(f) Citizenship.
United States
Item 3. Source and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used or to
be used in making the purchases, and if any part of the purchase price is
or will be represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting
the securities, a description of the transaction and the names of the
parties thereto. Where material, such information should also be provided
with respect to prior acquisitions not previously reported pursuant to this
regulation. If the source of all or any part of the funds is a loan made in
the ordinary course of business by a bank, as defined in Section 3(a)(6) of
the Act, the name of the bank shall not be made available to the public if
the person at the time of filing the statement so requests in writing and
files such request, naming such bank, with the Secretary of the Commission.
If the securities were acquired other than by purchase, describe the method
of acquisition.
Personal funds and $1,000,000 loan from Regions Bank secured by the
Preferred Stock of Ross Systems, Inc. purchased by Mr. Griffith.
Item 4. Purpose of Transaction
State the purpose or purposes of the acquisition of securities of the
issuer. Investment.
Describe any plans or proposals which the reporting persons may have which
relate to or would result in:
The purpose of the acquisition of the securities of this issuer is for
investment purposes.
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
None
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
None
(c) A sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries;
None
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
None
(e) Any material change in the present capitalization or dividend
policy of the issuer;
None
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
None
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
None
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
None
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
None
(j) Any action similar to any of those enumerated above.
None
Item 5. Interest in Securities of the Issuer
(a) State the aggregate number and percentage of the class of
securities identified pursuant to Item 1 (which may be based on
the number of securities outstanding as contained in the most
recently available filing with the Commission by the issuer
unless the filing person has reason to believe such information
is not current) beneficially owned (identifying those shares
which there is a right to acquire) by each person named in Item
2. The above mentioned information should also be furnished with
respect to persons who, together with any of the persons named in
Item 2, comprise a group within the meaning of Section 13(d)(3)
of the Act;
Set forth below are Mr. Griffith and the other named entities
herein, which in the aggregate may be deemed to be beneficially
owned by Mr. Griffith, and the percent of the shares outstanding
represented by such ownership:
Benjamin W. Griffith, III - 627,500 - 19.72% based on the number
of shares reported by Ross Systems, Inc. in its latest 8-K
report.
Griffith Family Charitable Foundation, Inc. - 25,000 - .78%. Mr.
Griffith disclaims beneficial ownership of these shares.
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to
dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with
whom the power to vote or to direct the vote or to dispose or
direct the disposition is shared; 652,500 shares - Benjamin W.
Griffith, III, individually and as President of Griffith Family
Charitable Foundation, Inc., has the sole power to vote and sole
power to dispose or to direct the disposition of the shares.
(c) Describe any transactions in the class of securities reported or
that were effected during the past sixty days or since the most
recent filing of Schedule 13D (ss.240.13d-191), whichever is
less, by the persons named in response to paragraph (a).
Instruction. The description of a transaction required by Item
5(c) shall include, but not necessarily be limited to: (1) the
identity of the person covered by Item 5(c) who effected the
transaction; (2) the date of the transaction; (3) the amount of
securities involved; (4) the price per share or unit; and (5)
where and how the transaction was effected.
The following transactions were not reported by the Reporting
Person on the Schedule 13G filed by the Reporting Person on
August 2, 2002:
Transaction (i) Transaction (ii)
1) Griffith Family Charitable Foundation, Inc. 1) Griffith Family Charitable Foundation, Inc.
2) Date - 2/07/2002 2) 2/15/2002
3) 5,000 shares 3) 1,000 shares
4) $8.00 per share 4) $7.50 per share
5) Broker/Morgan Keegan 5) Broker/Morgan Keegan
Transaction (iii) Transaction (iv)
1) Benjamin W. Griffith, III 1) Griffith Family Charitable Foundation,
Inc.
2) Date - 9/24/2003 2) 10/7/2002
3) 2,750 shares 3) 4,000 shares
4) $7.11 per share 4) $5.777 per share
5) Broker/Morgan Keegan 5) Broker/Morgan Keegan
Transaction (v) Transaction (vi)
1) Griffith Family Charitable Foundation, Inc. 1) Griffith Family Charitable Foundation, Inc.
2) Date - 10/08/2002 2) 1/10/2003
3) 10,000 shares 3) 5,000 shares
4) $5.67 per share 4) $9.08 per share
5) Broker/Morgan Keegan 5) Broker/Morgan Keegan
Transaction (vi) Transaction (viii)
1) Griffith Family Charitable Foundation, Inc. 1) Griffith Family Charitable Foundation, Inc.
2) 4/21/2003 2) 4/21/2003
3) 2,000 shares 3) 3,000 shares
4) $12.25 per share 4) $11.56 per share
5) Broker/Morgan Keegan 5) Broker/Morgan Keegan
(d) 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 Company Act of
1940 or the beneficiaries of an employee benefit plan, pension
fund or endowment fund is not required.
None.
(e) If applicable, state the date on which the reporting person
ceased to be the beneficial owner of more than five percent of
the class of securities.
None.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Describe any contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to
any securities of the issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies, naming the persons with whom such
contracts, arrangements, understandings or relationships have
been entered into. Include such information for any of the
securities that are pledged or otherwise subject to a contingency
the occurrence of which would give another person voting power or
investment power over such securities except that disclosure of
standard default and similar provisions contained in loan
agreements need not be included.
Preferred Stockholder Agreement dated September 4, 2003 by and among
chinadotcom Corporation, Ross Systems, Inc. and Benjamin W. Griffith, III.
Item 7. Material to Be Filed as Exhibits
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by
ss.240.13d-1(k) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to: (1) the
borrowing of funds to finance the acquisition as disclosed in Item 3; (2)
the acquisition of issuer control, liquidation, sale of assets, merger, or
change in business or corporate structure or any other matter as disclosed
in Item 4; and (3) the transfer or voting of the securities, finder's fees,
joint ventures, options, puts, calls, guarantees of loans, guarantees
against loss or of profit, or the giving or withholding of any proxy as
disclosed in Item 6.
The Preferred Stockholder Agreement described in Item 6 above which is
incorporated herein by reference to Exhibit 2.2 to Form 8-K filed by Ross
Systems, Inc. on September 5, 2002, Commission File No. 000-19092.
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.
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Date
September 10, 2003
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Signature /s/ Benjamin W. Griffith, III
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Name/Title Benjamin W. Griffith, III
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 partner 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.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
http://www.sec.gov/divisions/corpfin/forms/13d.htm
Last update: 12/05/2002