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OMB APPROVAL
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OMB Number 3235-0145
Expires: October 31, 2002
Estimated average burden
Hours per response . . . . 14.90
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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. _____)*
TeraForce Technology Corporation
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
88077T 10 9
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(Cusip Number)
Fayez Sarofim Two Houston Center, Suite 2907 Houston, TX 77010 713-654-4015
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 3, 2002
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(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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240-13d-1(g), check the
following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)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. 88077T 10 9
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Fayez Sarofim
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization United States
Number of 7. Sole Voting Power 8,923,334
Shares
Beneficially 8. Shared Voting Power 0
Owned by Each
Reporting 9. Sole Dispositive Power 8,923,334
Person with
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,923,334
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 8.0%
14. Type of Reporting Person (See Instructions) IN
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Item 1. Security and Issuer
TeraForce Technology Corporation
Common Stock, par value $0.01 per share
1240 East Campbell Drive
Richardson, TX 75081
Item 2. Identity and Background
(a) Fayez Sarofim
(b) Two Houston Center, Suite 2907
Houston, TX 77010
(c) President and Chairman of Fayez Sarofim & Co.
(d)(e) During the past five years Mr. Sarofim has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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.
(f) citizen of the United States of America
Item 3. Source and Amount of Funds or Other Consideration
The securities were purchased using personal funds.
Item 4. Purpose of Transaction
Mr. Sarofim acquired the securities described in Item 5 hereof for
investment purposes. Depending on the factors discussed herein, Mr. Sarofim may
from time to time investigate, evaluate, discuss, negotiate or agree to acquire
and so acquire additional securities of the Company in the open market, in
privately negotiated transactions from the Company or third parties, or
otherwise and/or investigate, evaluate, discuss, negotiate or agree to sell,
exchange or dispose of and so sell, exchange or dispose of all or a portion of
the common stock or common stock issued upon exercise of the warrants in the
open market, in privately negotiated transactions, in change of control
transactions or otherwise. Any actions Mr. Sarofim might undertake will be
dependent upon his review of numerous factors, including, among other things,
the following: the price levels of the common stock; general market and economic
conditions; ongoing evaluation of the Company's business, financial condition,
operations and prospects; the relative attractiveness of alternative business
and investment opportunities; and other future developments.
Except as set forth above, Mr. Sarofim has no present plans or intentions
which would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 143D.
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Item 5. Interest in Securities of the Issuer
(a) 8,923,334 shares of common stock, par value $0.01 per share, representing
8.0% of such outstanding common stock. Such amount includes 590,000 shares
that may be issued upon the exercise of warrants and that may be exercised
within 60 days of the date of this report.
(b) Mr. Sarofim has sole voting and dispositive authority over all the
securities identified in (a).
(c) On October 3, 2002 Mr. Sarofim and the Company completed a transaction
whereby the Company issued to Mr. Sarofim 8,333,334 shares of common stock
in exchange for $1,000,000 in cash, a price of $0.12 per share. In addition
the Company issued to Mr. Sarofim warrants for the purchase of 200,000
shares of common stock at a price of $0.12 per share. Such warrants may be
exercised at any time until and through September 30, 2005. Further, the
Company issued to Mr. Sarofim amended and restated warrants for the
purchase of an aggregate of 390,000 shares of common stock at a price of
$0.12 per share. Warrants for the purchase of 150,000 of the additional
shares may be exercised until and through December 31, 2003 and replace
warrants previously issued to Mr. Sarofim with an exercise price of $0.75
per share. Warrants for the purchase of 240,000 of the additional shares
may be exercised until and through May 31, 2004 and replace warrants
previously issued to Mr. Sarofim with an exercise price of $0.75 per share.
Mr. Sarofim has agreed to vote any shares of common stock in favor of a
reverse split, provided such is presented to the Company's shareholders by
September 30, 2003 and that the reverse split is proposed with a range from
1:6 and 1:12. The Company has agreed to file a registration statement
regarding the resale of the common stock issued and to be issued upon
exercise of the warrants by November 30, 2002.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits:
1 Securities Purchase Agreement Dated September 30, 2002.
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.
October 14, 2002
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Date
/s/ Fayez Sarofim
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Signature
Fayez Sarofim
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Name/Title
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