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Weisel Thomas Partners Group LLC/CA – ‘SC 13D/A’ on 3/12/02 re: Optika Inc

On:  Tuesday, 3/12/02   ·   Accession #:  895345-2-115   ·   File #:  5-48917

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/12/02  Weisel Thomas Partners Gp LLC/CA  SC 13D/A               5:17K  Optika Inc                        Fried Fr… Jacobson/NY/FA

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D (Amendment #1)                            7     32K 
 5: EX-99.10    Exhibit 10                                             1      5K 
 2: EX-99.7     Exhibit 7                                              1      5K 
 3: EX-99.8     Exhibit 8                                              1      5K 
 4: EX-99.9     Exhibit 9                                              1      5K

SC 13D/A   —   Schedule 13D (Amendment #1)
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
5Item 1. Security and Company
"Item 2. Identity and Background
"Item 3. Source and Amount of Funds or Other Consideration
"Item 4. Purpose of Transaction
"Item 4. Is Amended by Adding the Following;
"Item 5. Interests in Securities of the Company
"Item 5. Is Amended in Its Entirety as Follows;
"Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company
"Item 7. Material to Be Filed as Exhibits 
SC 13D/A1st Page of 7TOC↑TopPreviousNext↓BottomJust 1st
 

UNITED STATES     
SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    

SCHEDULE 13D    

UNDER THE SECURITIES EXCHANGE ACT OF 1934*    
(AMENDMENT NO. 1)*    

Optika Inc.     
------------------------------------------------------------------------------  
(Name of Company)     

Common Stock (Par Value $ 0.001 Per Share)    
(Upon Conversion of Series A-1 Convertible Preferred Stock)     
------------------------------------------------------------------------------  
(Title of Class of Securities)    

6839731 10 1    
------------------------------------------------------------------------------  
(CUSIP Number)    

F. William Reindel                          David A. Baylor           
Fried, Frank, Harris, Shriver            Thomas Weisel Partners Group LLC 
& Jacobson                            One Montgomery Street 
One New York Plaza                             Suite 3700           
New York, NY 10004                      San Francisco, CA 94104     
(212) 859-8000                              (415) 364-2500        

------------------------------------------------------------------------------  
(Name, Address and Telephone Number of Persons Authorized     
to Receive Notices and Communications)    

May 7, 2001     
------------------------------------------------------------------------------  
(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  which is the subject of this  Schedule 13D, and is     
filing this schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g), check     
the following box |_|.                                                          

*The  remainder  of this  cover  page  will 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 will 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 will be subject to all other  provisions of the     
Act (however, see the Notes).                                                   


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SCHEDULE 13D          

CUSIP No. 6839731 10 1                                Page 2 of 8 Pages         

1   NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Thomas Weisel Partners Group LLC                                

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)  [ ]               
                                          (b)  [X]

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS                                                             

AF                                                              

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]            

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

Delaware                                                        

NUMBER OF      7  SOLE VOTING POWER                                         

SHARES               0                                                    

BENEFICIALLY    8  SHARED VOTING POWER                                        

OWNED BY EACH           834,310                                                 

REPORTING       9  SOLE DISPOSITIVE POWER                                     

PERSON WITH             0                                                       

10  SHARED DISPOSITIVE POWER                    

834,310                         

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

834,310                                                         

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]               
EXCLUDES CERTAIN SHARES                                                 

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

10.2%                                                           

14  TYPE OF REPORTING PERSON                                                    

OO - HC                                                         


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SCHEDULE 13D          

CUSIP No. 6839731 10 1                                Page 3 of 8 Pages         

1   NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Thomas Weisel Capital Partners LLC                              

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)  [ ]               
                                          (b)  [X]

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS                                                             

AF                                                              

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]            

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

Delaware                                                        

NUMBER OF      7  SOLE VOTING POWER                                         

SHARES               0                                                    

BENEFICIALLY    8  SHARED VOTING POWER                                        

OWNED BY EACH           834,310                                                 

REPORTING       9  SOLE DISPOSITIVE POWER                                     

PERSON WITH             0                                                       

10  SHARED DISPOSITIVE POWER                    

834,310                         

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

834,310                                                         

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]               
EXCLUDES CERTAIN SHARES                                                 

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

10.2%                                                           

14  TYPE OF REPORTING PERSON                                                    

OO                                                              


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SCHEDULE 13D          

CUSIP No. 6839731 10 1                                Page 4 of 8 Pages         

1   NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Thomas Weisel Capital Partners, L.P.                            

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)  [ ]               
                                          (b)  [X]

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS                                                             

WC                                                              

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]            

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

Delaware                                                        

NUMBER OF      7  SOLE VOTING POWER                                         

SHARES               0                                                    

BENEFICIALLY    8  SHARED VOTING POWER                                        

OWNED BY EACH           707,770                                                 

REPORTING       9  SOLE DISPOSITIVE POWER                                     

PERSON WITH             0                                                       

10  SHARED DISPOSITIVE POWER                    

707,770                         

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

707,770                                                         

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]               
EXCLUDES CERTAIN SHARES                                                 

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

8.7%                                                            

14  TYPE OF REPORTING PERSON                                                    

PN                                                              


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SCHEDULE 13D    
------------    

This Statement on Schedule 13D, relating to the common stock, par     
value $0.001 per share (the "Common Stock"), issued by Optika Inc., a           
Delaware corporation (the "Issuer"), is being filed by and on behalf of         
Thomas Weisel Partners Group LLC ("TW Group"), Thomas Weisel Capital            
Partners LLC ("TWCP LLC"), and Thomas Weisel Capital Partners, L.P. ("TWCP      
L.P.") (collectively, the "Filing Persons"), and amends the Schedule 13D        
filed by the Filing Persons on March 1, 2000.                                   

ITEM 1.   SECURITY AND COMPANY.                                                 
--------------------                                        

Unchanged.                                                  

ITEM 2.   IDENTITY AND BACKGROUND.                                              
-----------------------                                     

Unchanged.                                                  

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    
-------------------------------------------------           

Item 3 is amended by adding the following;                  
See Item 4.                                                 

ITEM 4.   PURPOSE OF TRANSACTION.                                               
----------------------                                      

Item 4 is amended by adding the following;                  

  On May 7, 2001, the Company, the Limited Partnerships, and RKB
Capital (the "Purchasers"), entered into an Exchange Agreement (the             
"Exchange Agreement"), pursuant to which (i) the Company issued Series A-1      
Convertible Preferred Stock par value $0.001 per share (the "Convertible        
Preferred Stock"), having the terms and provisions set forth in the             
Certificate of Designation, on a one-for-one basis, in return for the           
exchange, surrender and cancellation of the Preferred Stock, and (ii) the       
Company purchased the warrants associated with the Preferred Stock for an       
aggregate of $0.01. Pursuant to the Certificate of Designation, the             
Convertible Preferred Stock issued in exchange for the Preferred Stock is       
substantially identical to the Preferred Stock with the exception of            
certain changes made to the redemption, dividend, protective and                
liquidation provisions thereof. Each share of Convertible Preferred Stock       
is convertible into 1.2 shares of Common Stock. It is expected that on or       
about February 23, 2003, the conversion ratio will change to approximately      
1.5 shares of Common Stock to each share of Convertible Preferred Stock. In     
connection with the transaction described above, the Filing Persons             
exchanged 695,238 shares of Preferred Stock for 695,238 shares of               
Convertible Preferred Stock, and the 291,933 Warrants were cancelled.           

Additionally, on May 7, 2001 (i) the Registration Rights    
Agreement was amended to make the terms of the original Registration Rights     
Agreement applicable to the Convertible Preferred Stock, and (ii) the           
Company and TWCP L.P. entered into a letter agreement (the "Letter              
Agreement") under which if, subsequent to May 7, 2001, the Securities           
Exchange Commission issues a written clarification or modification of its       
current position regarding the accounting treatment of redeemable preferred     
stock and such interpretation would enable the terms of the Convertible         
Preferred Stock to be modified to provide the holders thereof with the          
right to receive the Liquidation Preference in cash upon a Change of            
Control of the Company (as each term is defined in the Exchange Agreement),     
then, subject to certain conditions, the Company shall, as promptly as          
practicable upon its becoming aware of such interpretation, amend the terms     
of the Convertible Preferred Stock to provide the holders thereof with the      
Cash Liquidation Right (as defined in the Exchange Agreement) (or exchange      
the Convertible Preferred Stock for an identical class of preferred stock       
having such right).                                                             

The summary set forth herein of certain provisions of the   
Exchange Agreement, the Certificate of Designation, the Amendment to the        
Registration Rights Agreement and the Letter Agreement does not purport to      
be a complete description thereof and is qualified in its entirety by           
reference to the full provisions of such agreements, copies of which have       
been filed as exhibits hereto.                                                  

ITEM 5.   INTERESTS IN SECURITIES OF THE COMPANY.                               
--------------------------------------                      

Item 5 is amended in its entirety as follows;               

(a) The following percentages are based upon there being    
8,171,648 shares of Common Stock outstanding as of May 8, 2001, as reported     
by the Company in the Form 10-Q filed May 15, 2001.                             

    As of May 8, 2001, TWCP L.P. beneficially owns 589,808 shares of
Convertible Preferred Stock, or 707,770 shares of Common Stock, which           
represents approximately 8.7% of the outstanding Common Stock.                  

As of May 8, 2001, TWCP LLC and TW Group may be deemed to   
beneficially own 695,258 shares of Convertible Preferred Stock, or 834,310      
shares of Common Stock, which represents approximately 10.2% of the             
outstanding Common Stock. TWCP LLC and TW Group disclaim beneficial             
ownership of the shares of Common Stock beneficially owned by the Limited       
Partnerships to the extent of the interests in the Limited Partnerships         
held by persons other than TWCP LLC and TW Group and their affiliates.          

 None of the Filing Persons or, to the knowledge of the Filing
Persons, the Other Partnerships or the persons listed on Schedule I hereto      
beneficially owns any shares of Common Stock other than as set forth            
herein.                                                                         

 (b) Each Filing Person shares the power to vote or direct the
vote and to dispose or to direct the disposition of shares of Common Stock      
beneficially owned by such Filing Person as indicated above as indicated in     
responses on the cover pages hereto.                                            

   (c) Except as described in Item 4 above, no transactions in the
shares of Common Stock were effected by the Filing Persons, or, to their        
knowledge, any of the Other Partnerships or the persons listed on Schedule      
I hereto, during the past sixty days or since the last filing on Schedule       
13D.                                                                            

   (d) Except for the Other Partnerships, no other person is known
by any Filing Person to have the right to receive or the power to direct        
the receipt of dividends from, or the proceeds from the sale of, any shares     
of Common Stock beneficially owned by any Filing Person.                        

(e) Not applicable.                                         

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS              
WITH RESPECT TO SECURITIES OF THE COMPANY.                  
--------------------------------------------------------    

Item 6 is amended by adding the following;                  

See Item 4.                                                 

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.                                     
--------------------------------                            

Exhibit 7      Exchange Agreement, dated as of May 7, 2001, by and among        
the Company, the Limited Partnerships and RKB     

Exhibit 8      Certificate of Designation of Series A Convertible Preferred     
Stock                                             

Exhibit 9      First Amendment to the Registration Rights Agreement, dated      
       as of May 7, 2001, by and among the Company, the Founders
          and Investors party thereto and the Limited Partnerships and
RKB                                               

Exhibit 10     Letter Agreement, dated as of May 7, 2001, by and among the      
Company and TWCP L.P.                             


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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.                                                           

March 11, 2002                                                                  

                  THOMAS WEISEL PARTNERS GROUP LLC

          By:  /s/ David A. Baylor
                                  --------------------------------------
                  Name:  David A. Baylor
                                Title: General Counsel and Secretary

                    THOMAS WEISEL CAPITAL PARTNERS LLC

           By:  /s/ Marianne Winkler
                                  --------------------------------------
                   Name:  Marianne Winkler
                           Title: Chief Financial Officer,
                        Private Equity

                      THOMAS WEISEL CAPITAL PARTNERS, L.P.

                         By: Thomas Weisel Capital Partners LLC,
             its general partner

           By:  /s/ Marianne Winkler
                                 -------------------------------------
                   Name:  Marianne Winkler
                           Title: Chief Financial Officer,
                        Private Equity


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SCHEDULE I    
----------    

The name of each executive committee member of Thomas Weisel
Partners Group LLC is set forth below.                                          

The business address of each person listed below is One     
Montgomery Street, Suite 3700, San Francisco, California 94104 (except for      
Mark Manson which is 390 Park Avenue, 17th Floor, New York, New York            
10022).                                                                         

 Each person is a citizen of the United States of America. The
present principal occupation or employment of each of the listed persons is     
set forth below.                                                                

----------------------------------------------------------------------------    
   Name                           Present Principal Occupation
----------------------------------------------------------------------------    
Thomas W. Weisel                 Chief Executive Officer                        
----------------------------------------------------------------------------    
Timothy J. Heekin                Head of Trading                                
----------------------------------------------------------------------------    
Derek Lemke-von Ammon            Co-Head of Private Equity                      
----------------------------------------------------------------------------    
Mark Shafir                      Head of Investment Banking                     
----------------------------------------------------------------------------    
Mark E. Manson                   Head of Research                               
----------------------------------------------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13D/A’ Filing    Date First  Last      Other Filings
2/23/035
Filed on:3/12/02
3/11/026
5/15/01510-Q
5/8/015DEF 14A
5/7/0115
3/1/005SC 13D
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