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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Cicero, Inc.
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(Name of Company)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
171708100
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(CUSIP Number of Class of Securities)
John L. Steffens
c/o Spring Mountain Capital, LP
65 East 55th Street, 33rd Floor
New York, New York 10022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 16, 2007
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(Date of Event which Requires
Filing of this Schedule)
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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [x]
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 to whom copies are to be sent.
* 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. 607410101 SCHEDULE 13D Page 2 of 4 Pages
SCHEDULE 13D
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CUSIP NO. 171708100 PAGE 1 OF 4 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John L. Steffens
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
(See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
3,310,972*
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ------------ ----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 3,310,972*
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,310,972*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
8.5%
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14 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 607410101 SCHEDULE 13D Page 2 of 4 Pages
This Schedule 13D is being filed by John L. Steffens, (the "Reporting Person"),
a United States citizen, with respect to the shares of Common Stock directly
owned by him. Any disclosures herein with respect to persons other than the
Reporting Person are made on information and belief after making inquiry to the
appropriate party. This Schedule 13D relates to the Common Stock, $0.001 par
value per share, of Cicero, Inc., a Delaware corporation (the "Company"). Unless
the context otherwise requires, references herein to the "Shares" are to the
Common Stock of the Company.
John L. Steffens has the power to dispose of and the power to vote the
Shares of Common Stock beneficially owned by him.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock, $0.001
par value per share, of the Company, acquired by John L. Steffens. The Company's
principal executive office is located at 1433 State Highway 34, Building C;
Farmingdale, New Jersey 07727.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed on behalf of the Reporting Person.
(b) The address of the principal business office of the Reporting
Person is 65 East 55th Street, 33rd Floor New York, New York 10022.
(c) The Reporting Person, a United States citizen, is primarily engaged
in the business of investment management.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
*Mr. Steffens owns 3,275,969 shares of Common Stock, 14.832 preferred
convertible shares, which if converted would equal 14,832 shares of Common
Stock, and 20,171 warrants, which if exercised would equal 20,171 shares of
Common Stock. Pursuant to their terms, the preferred convertible shares are
convertible and the warrants are exercisable at the option of the holder into
shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares reported in this Schedule 13D were acquired for investment
in the ordinary course of business. The Reporting Person does not have any
present plan or proposal that would relate to, or result in, any of the matters
set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
The Reporting Person had previously filed their beneficial ownership on
Schedule 13G, however, because the Reporting Person became a member of the board
of directors of the Company, he is filing on Schedule 13D.
CUSIP No. 607410101 SCHEDULE 13D Page 3 of 4 Pages
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) The Reporting Person may be deemed to beneficially own, in the
aggregate, 3,310,972* Shares, representing approximately 8.5% of the Company's
outstanding Common Stock (based upon the 39,990,547 Shares stated to be
outstanding by the Company as of May 11, 2007, in the Company's Form 10-Q for
the period ending on March 31, 2007, filed with the Securities and Exchange
Commission on May 15, 2007.
(b) The Reporting Person has sole voting power with respect to
3,310,972* Shares.
(c) Not applicable
(d) Not applicable
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
*Mr. Steffens owns 3,275,969 shares of Common Stock, 14.832 preferred
convertible shares, which if converted would equal 14,832 shares of Common
Stock, and 20,171 warrants, which if exercised would equal 20,171 shares of
Common Stock. Pursuant to their terms, the preferred convertible shares are
convertible and the warrants are exercisable at the option of the holder into
shares of Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: July 13, 2007
/s/ John L. Steffens
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John L. Steffens