General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 15± 58K
2: EX-99.1 Miscellaneous Exhibit 1 7K
3: EX-99.2 Miscellaneous Exhibit 49± 206K
4: EX-99.3 Miscellaneous Exhibit 20± 81K
5: EX-99.4 Miscellaneous Exhibit 22± 78K
6: EX-99.5 Miscellaneous Exhibit 26± 102K
7: EX-99.6 Miscellaneous Exhibit 36± 139K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
Optika Inc.
---------------------------------------------------------------------------
(Name of Issuer)
Common Stock (Par Value $ 0.001 Per Share)
(Upon Conversion of Series A Convertible Preferred
Stock and Exercise of Warrants)
---------------------------------------------------------------------------
(Title of Class of Securities)
6839731 10 1
---------------------------------------------------------------------------
(CUSIP Number)
F. William Reindel David A. Baylor
Fried, Frank, Harris, Shriver & Jacobson One Montgomery Street
One New York Plaza Suite 3700
New York, NY 10004 San Francisco, CA 94101
(212) 859-8000 (415) 364-2500
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
February 23, 2000
---------------------------------------------------------------------------
(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).
SCHEDULE 13D
CUSIP No. 6839731 10 1
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 987,191 (1,594,138 SHARES AFTER EIGHT YEARS)*
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
987,191 (1,594,138 SHARES AFTER EIGHT YEARS)*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
987,191 (1,594,138 SHARES AFTER EIGHT YEARS)*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5% (17.4% AFTER EIGHT YEARS)**
14 TYPE OF REPORTING PERSON
OO - HC
* Represents the number of shares of Common Stock into which the Series
A Preferred Stock and Warrants held by the Reporting Person are
initially convertible or exercisable (and the number of such shares
into which such securities are convertible or exercisable on the
eighth anniversary of the issue date assuming that the Series A
Preferred Stock is not earlier converted or redeemed).
** Represents percent of class outstanding, initially and after eight
years, based on 7,589,129 shares of Common Stock issued and
outstanding as represented by the Issuer in the Securities Purchase
Agreement (defined herein).
SCHEDULE 13D
CUSIP No. 6839731 10 1
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 987,191 (1,594,138 SHARES AFTER EIGHT YEARS)*
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
987,191 (1,594,138 SHARES AFTER EIGHT YEARS)*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
987,191 (1,594,138 SHARES AFTER EIGHT YEARS)*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5% (17.4% AFTER EIGHT YEARS)**
14 TYPE OF REPORTING PERSON
OO
* Represents the number of shares of Common Stock into which the Series
A Preferred Stock and Warrants held by the Reporting Person are
initially convertible or exercisable (and the number of such shares
into which such securities are convertible or exercisable on the
eighth anniversary of the issue date assuming that the Series A
Preferred Stock is not earlier converted or redeemed.
** Represents percent of class outstanding based on 7,589,129 shares of
Common Stock issued and outstanding as represented by the Issuer in
the Securities Purchase Agreement (defined herein).
SCHEDULE 13D
CUSIP No. 6839731 10 1
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 854,212 (1,379,401 SHARES AFTER EIGHT YEARS)*
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
854,212 (1,379,401 SHARES AFTER EIGHT YEARS)*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
854,212 (1,379,401 SHARES AFTER EIGHT YEARS)*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1% (15.4% AFTER EIGHT YEARS)**
14 TYPE OF REPORTING PERSON*
PN
* Represents the number of shares of Common Stock into which the Series
A Preferred Stock and Warrants held by the Reporting Person are
initially convertible or exercisable (and the number of such shares
into which such securities are convertible or exercisable on the
eighth anniversary of the issue date assuming that the Series A
Preferred Stock is not earlier converted or redeemed.
** Represents percent of class outstanding based on 7,589,129 shares of
Common Stock issued and outstanding as represented by the Issuer in
the Securities Purchase Agreement (defined herein).
ITEM 1. SECURITY AND ISSUER.
-------------------
This statement on Schedule 13D relates to the common stock, par
value $.001 per share (the "Common Stock") of Optika Inc., a Delaware
corporation (the "Company"). All capitalized terms not otherwise defined
herein have the meaning given to them in the Securities Purchase Agreement
(as defined below). The principal executive offices of the Company are at
7450 Campus Drive, 2nd Floor, Colorado Springs, Colorado 80920.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
This statement is being filed by Thomas Weisel Capital Partners,
L.P. ("TWCP L.P."), Thomas Weisel Capital Partners LLC ("TWCP LLC") which
is the general partner of TWCP L.P. and certain other investment limited
partnerships (the "Other Partnerships" and, together with TWCP L.P., the
"Limited Partnerships"), and Thomas Weisel Partners Group LLC ("TW Group"
and, together with TWCP L.P. and TWCP LLC, the "Filing Persons").1
-------------------
1 Neither the present filing nor anything contained herein will be
construed as an admission that any Filing Person constitutes a
"person" for any purpose other than for compliance with Section 13(d)
of the Securities Exchange Act of 1934, as amended.
In addition to the Limited Partnerships referenced above, RKB
Capital, L.P. ("RKB") was also a purchaser under the Securities Purchase
Agreement, by and among the Company, the Limited Partnerships and RKB (the
"Securities Purchase Agreement"), which is filed as Exhibit 2 hereto and
incorporated herein by reference.
Each Filing Person is organized under the laws of Delaware. TWCP
L.P. was formed for the purpose of making equity investments in growth
companies. TWCP LLC is a registered investment adviser and the sole general
partner of each of the Limited Partnerships. The managing member of TWCP
LLC is TW Group. TW Group is a holding company that (directly and
indirectly through subsidiaries or affiliated companies or both) is a
privately held investment banking firm. The principal business address of
each Filing Person is One Montgomery Street, Suite 3700, San Francisco,
California 94104. Other than TW Group, which is governed by the executive
committee, the members of which are described below, and other than TWCP
LLC, of which Derek Lemke-von Ammon and Alan B. Menkes (who are also
members of the executive committee of TW Group) are executive officers,
none of the other Filing Persons have executive officers or directors. The
business and affairs of TWCP L.P. and the Other Partnerships are managed by
its general partner, TWCP LLC whose business and affairs are managed by its
managing member TW Group. The business and affairs of TW Group are managed
by the executive committee of TW Group.
The name, business address, present principal occupation or
employment and citizenship of each member of the executive committee of TW
Group are set forth in Schedule I hereto incorporated herein by reference.
During the last five years, none of the Filing Persons, nor, to
the knowledge of each of the Filing Persons, any of the Other Partnerships
or the persons listed on Schedule I (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii)
has been 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.
The Filing Persons have entered into a Joint Filing Agreement,
dated as of February 29, 2000, a copy of which is attached hereto as
Exhibit 1. Neither the fact of this filing nor anything contained herein
(including the reference to RKB) shall be deemed an admission by the Filing
Persons that they constitute a "group" as such term is used in Section
13(d)(1)(k) of the rules and regulations under the Securities Exchange Act
of 1934, as amended (together with such rules and regulations, the
"Exchange Act").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
As more fully described herein, on February 23, 2000 (the
"Closing Date"), the Limited Partnerships purchased (severally and not
jointly), pursuant to the Securities Purchase Agreement (i) an aggregate of
695,258 shares of the Company's Series A Convertible Preferred Stock, par
value $0.001 per share (the "Preferred Stock") and (ii) warrants (the
"Warrants") to purchase an aggregate of 291,933 shares of the Company's
Common Stock for an aggregate purchase price of $14,250,007.97 and RKB
purchased 36,593 shares of Preferred Stock and Warrants to purchase an
aggregate of 15,365 shares of Common Stock for an aggregate purchase price
of $750,010.13.
Neither the individuals listed on Schedule I hereto nor any
Filing Person hereunder beneficially owns any securities of the Company
other than those described above.
The funds used by the Limited Partnerships to purchase the
Preferred Stock and Warrants were obtained by such entities from capital
contributions by their partners and from the available funds of such
entities.
None of the individuals listed on Schedule I hereto has
contributed any funds or other consideration towards the purchase of the
securities of the Company except insofar as they may have partnership
interests in any of the Filing Persons and have made capital contributions
to any of the Filing Persons, as the case may be.
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
1. General
-------
The purpose of the acquisition of the Preferred Stock and
Warrants by the Limited Partnerships was to acquire an equity interest in
the Company. The principal terms and conditions of the securities acquired
by the Limited Partnerships and RKB are set forth in the Certificate of
Designation for the shares of Preferred Stock, the Warrant Agreement
providing for the issuance of the Warrants and the Securities Purchase
Agreement.
2. Terms of Preferred Stock
------------------------
Dividends
---------
Under the terms of the Certificate of Designation which is filed
as Exhibit 3 hereto and incorporated herein by reference, so long as any
shares of Preferred Stock remain outstanding, if the Company pays a
dividend (cash or otherwise) on shares of Common Stock, then at the same
time the Company is required to declare and pay a dividend on each share of
Preferred Stock equal (in form and amount) to the dividend that would be
payable on the shares of Common Stock into which such share of Preferred
Stock may be converted on the record date for such dividends (or if no
record date is established, at the date such dividend is declared). There
are no other dividends payable with respect to the Preferred Stock.
Liquidation Event
-----------------
If the Company shall liquidate, dissolve or wind-up (a
"Liquidation"), holders of Preferred Stock are entitled to receive for each
share of Preferred Stock the greater of the Liquidation Preference (as
defined below) as of the date of Liquidation for such share and the amount
the holder of such share of Preferred Stock would have received upon such
Liquidation if such shares were converted immediately prior to such
Liquidation into shares of Common Stock. The "Liquidation Preference" is
$20.496 per share (as adjusted for any stock dividends, combinations or
splits with respect to such share) at the date of such issuance of the
Preferred Stock (the "Closing") plus an amount equal to dividends thereon
which are deemed to cumulate and accrue from and after the date of issuance
of such share at a rate of 8% per annum, compounded semi-annually on each
six month anniversary after the Closing Date.
Other Liquidation Event
-----------------------
If the Company shall (i) dispose, lease or sell substantially all
of its assets to any person, (ii) consummate a transaction, other than a
Public Company Liquidation Event, as defined below, in which a person or
group (as defined under Sections 13(d) and 14(d) of the Exchange Act)
becomes the "beneficial owner" (as defined in Rule 13d-3 and Rule 13d-5
under the Exchange Act) of more than 50% of the voting power of the Company
or (iii) cause a recapitalization of the Company involving an extraordinary
distribution or dividend to the holders of Common Stock then the Company is
required to offer to repurchase all outstanding shares of Preferred Stock
for an amount in cash per share of Preferred Stock equal to the greater of
the (x) then current Liquidation Preference of the Preferred Stock and (y)
the amount a holder of each share would be entitled to receive on a
Liquidation in respect of the aggregate number of shares of Common Stock
into which such share of Preferred Stock is then convertible assuming that
such transaction constitutes a Liquidation for these purposes. If the
Company shall consummate a transaction which is the same as described in
(ii) above and the consideration to be paid to the holders of Common Stock
consists solely of common stock of a corporation which has an aggregate
public float (as determined under the Certificate of Designation) of at
least $250 million (a "Public Company Liquidation Event") and the shares of
which are listed on a national exchange or freely tradeable without
restrictions, then the Company shall offer to repurchase all outstanding
shares of Preferred Stock for an amount in cash per share of Preferred
Stock equal to the Liquidation Preference of the Preferred Stock then in
effect.
Conversion
----------
Under the terms of the Certificate of Designation, the holders of
Preferred Stock shall have the right following the Closing Date at any time
in whole and from time to time in part, at such holder's option, to convert
any or all outstanding shares of Preferred Stock into a number of shares of
Common Stock, determined by dividing the Liquidation Preference as of the
conversion date by $20.496, subject to customary anti-dilution adjustments.
As a result of such conversion rights, the total shares of Preferred Stock
issued to the Limited Partnerships on the Closing Date are convertible into
695,258 shares of Common Stock and, assuming the Preferred Stock is not
earlier redeemed or converted, 1,302,205 shares of Common Stock on the
eighth anniversary of the issue date.
Redemption
----------
Under the terms of the Certificate of Designation, the Company
shall at any time following the first anniversary of the Closing Date, have
the right to redeem all, but not less than all, of the then outstanding
shares of Preferred Stock within seventy (70) days following any date for
which the market price per share of Common Stock for each of at least
twenty (20) out of twenty-two (22) consecutive trading days preceding such
date is equal to or greater than $40.992 (subject to appropriate
adjustments). Any such redemption must be effected for an amount in cash
per share of Preferred Stock equal to the Liquidation Preference of the
Preferred Stock then in effect.
Under the terms of the Certificate of Designation, the Company
shall, on the eighth anniversary of the Closing Date (such date, the
"Mandatory Redemption Date") redeem all, but not less than all, of the then
outstanding shares of Preferred Stock. Any such redemption must be effected
for an amount in cash per share of Preferred Stock equal to the Liquidation
Preference of the Preferred Stock then in effect as of the Mandatory
Redemption Date.
3. Terms of Warrants
-----------------
Pursuant to the Warrant Agreement, dated as of the Closing Date,
among the Company, RKB and the Limited Partnerships (the "Warrant
Agreement"), the Company issued Warrants to the Limited Partnerships to
purchase an aggregate of 291,933 shares of Common Stock with an exercise
price of $22.448 per share (such exercise price will be adjusted in
accordance with customary anti-dilution provisions). The Warrant Agreement
permits the Warrants to be exercised at any time in whole and from time to
time in part during the term of the Warrants with a cash payment to the
Company or cashlessly. The Warrants will expire on the eighth anniversary
of the Closing Date.
4. Board Representation; Voting Rights
-----------------------------------
Pursuant to the Certificate of Designation, and for so long as
any of the Preferred Stock is outstanding, the holders of a majority of the
outstanding shares of Preferred Stock shall be entitled to designate one
director for election to the Board of Directors of the Company as a Class I
director and, voting separately as a series, shall have the exclusive right
to vote for the election of such designee to the Board of Directors for so
long as the purchasers under the Securities Purchase Agreement and their
affiliates own in excess of the Ownership Threshold (as defined below). In
the event the Certificate of Designation is no longer in effect, under the
Securities Purchase Agreement, from the Closing Date, and for so long as
the purchasers and their affiliates beneficially own in the aggregate
Preferred Stock, Warrants and Common Stock issuable upon conversion or
exercise thereof representing greater than 15% of the Common Stock
(assuming such conversion and exercise) acquired by the purchasers in the
aggregate at the Closing (and adjusting for stock splits, stock
combinations and like transactions) (such ownership threshold referred to
as the "Ownership Threshold"), TWCP L.P. will continue to have the right to
nominate one director (the "Purchaser's Designee") to the Company's board
of directors. The Company will include such nominee in the slate of
directors recommended by the Company and will use reasonable efforts to
secure the election of such nominee. On the Closing Date, Mr. Alan B.
Menkes, Co-Head of Private Equity of TW Group and a member of the executive
committee thereof, was appointed to the Board of Directors as the
Purchaser's Designee. The Purchaser's Designee has the right to sit on all
committees of the Board of Directors and Mr. Menkes was appointed to each
of the Audit Committee and the Compensation Committee of the Board of
Directors.
In the event any Purchaser's Designee is not elected, then, at
the request of TWCP L.P., the appointment of the Purchaser's Designee or
any other person designated by TWCP L.P. shall serve as a non-voting
observer (a "Non-Voting Observer") to the Board of Directors of the
Company. The Non-Voting Observer shall serve on the Board of Directors on
as nearly equivalent basis as is possible (other than the right to vote) as
would have been the case if the Purchaser's Designee had been elected to
the Board of Directors. The Purchaser's Designee shall have the right to
serve on the Board of Directors or as a Non-Voting Observer until the
purchasers and their affiliates beneficially own in the aggregate Preferred
Stock, Warrants and Common Stock less than the Ownership Threshold.
So long as the purchasers and their affiliates own in excess of
the Ownership Threshold, TWCP L.P. shall have the right to consult with and
advise management of the Company on significant business issues.
5. By-laws Amendment
-----------------
Pursuant to the Securities Purchase Agreement, the by-laws of the
Company were amended to require that the Board of Directors consist of
eight directors for so long as required by the Securities Purchase
Agreement and to provide that for so long as the Certificate of Designation
is in effect its provisions shall govern to the extent any provisions of
the by-laws are inconsistent with the Certificate of Designation.
6. Management Stockholders Agreements
----------------------------------
Pursuant to the Securities Purchase Agreement, the Limited
Partnerships and the Company entered into a Management Stockholders
Agreement with each of Mark K. Ruport, Steven M. Johnson, James Hale,
Thomas M. Rafferty, Mark R. Fey and Jeanne C. Logozzo (each a "Designated
Shareholder") which subject to certain exceptions provided therein,
provides for from February 9, 2000 until August 9, 2000, except for Mark
Ruport for whom such period shall extend from February 9, 2000 until
February 9, 2001, the agreement of the Designated Stockholders not to
transfer any shares of Common Stock (including upon exercise of options)
held by them without the consent of the Limited Partnerships. This
restriction on transfers will terminate automatically if the Designated
Stockholder's employment with the Company terminates.
7. Other Plans and Proposals
-------------------------
Except as described above or otherwise described in this Schedule
13D, neither the Filing Persons nor the Other Partnerships or the persons
listed on Schedule I currently have any plans or proposals which relate to
or would result in any transaction, event or action enumerated in the
paragraphs of Item 4 of the Form of Schedule 13D promulgated under the Act.
Each of the Filing Persons expects to evaluate on an ongoing
basis the Company's financial condition, business, operations and
prospects, the market price of the Common Stock, conditions in the
securities markets generally, general economic and industry conditions and
other factors. Accordingly, each Filing Person reserves the right to change
its plans and intentions at any time, as it deems appropriate. In
particular, any one or more of Filing Persons (and their respective
affiliates) may purchase additional shares of Common Stock, Warrants or
Preferred Stock or other securities of the Company or may sell or transfer
shares of Common Stock, Warrants or Preferred Stock (or any of the shares
of Common Stock into which such Preferred Stock is converted) beneficially
owned by them from time to time in public or private transactions and/or
may enter into privately negotiated derivative transactions with
institutional counterparties to hedge the market risk of some or all of
their positions in the shares of Common Stock, Preferred Stock or other
securities and/or may cause any of the Limited Partnerships to distribute
in kind to their respective partners or members, as the case may be, shares
of Common Stock or Preferred Stock or other securities owned by such
Limited Partnerships. To the knowledge of each Filing Person, each of the
persons listed on Schedule I hereto may make similar evaluations from time
to time or on an ongoing basis and have similar reservations.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
-------------------------------------
(a) Based on the information disclosed by the Company in the
Securities Purchase Agreement, as of February 8, 2000, there were 7,589,129
shares of Common Stock issued and outstanding.
As of February 23, 2000, TWCP L.P. beneficially owns 854,212
shares or 10.1% of Common Stock which represents the number of shares of
Common Stock into which the Preferred Stock and Warrants held are initially
convertible or exercisable and 1,379,401 shares or 15.4% of Common Stock
which represents the number of shares of Common Stock into which such
securities are convertible or exercisable on the eighth anniversary of the
issue date assuming that the Preferred Stock is not earlier converted or
redeemed.
As of February 23, 2000, TWCP LLC and TW Group may be deemed to
beneficially own 987,191 shares, or 11.5%, of Common Stock which represents
the number of shares of Common Stock into which the Preferred Stock and
Warrants held by the Limited Partnerships are initially convertible or
exercisable and 1,594,138 shares, or 17.4%, of Common Stock which
represents the number of shares of Common Stock into which such securities
held by the Limited Partnerships are convertible or exercisable on the
eighth anniversary of the issue date assuming that the Preferred Stock is
not earlier converted or redeemed. 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 this Schedule 13D, 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.
(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 ISSUER.
-------------------------------------------------------------
The responses set forth in Items 3 and 4 of this Schedule 13D are
incorporated herein by this reference in their entirety.
The Company has agreed to reimburse the purchasers for their fees
and expenses incurred in connection with the transactions contemplated by
the Securities Purchase Agreement provided that such fees and expenses do
not exceed $175,000, in the aggregate.
Registration Rights Agreement
-----------------------------
The Registration Rights Agreement, dated February 23, 2000, by
and among the Company, the Founders and Investors party thereto, the
Limited Partnerships and RKB (the "Registration Rights Agreement") is
attached hereto as Exhibit 6 and is incorporated in and made a part of this
Schedule 13D in its entirety by this reference. The Registration Rights
Agreement provides, subject to the limitations described therein, (i) the
Limited Partnerships and RKB on (A) three separate occasions with the right
to demand registration on Form S-1 or any similarly long-form registration
statement (each a "Long-Form Registration") under the Securities Act of
1933, as amended (the "Securities Act"), and (B) with an unlimited number
of demand registrations on Form S-2 or S-3 or any similar short-form
registration statement (a "Short-Form Registration") under the Securities
Act to effect a registration of shares of Common Stock and securities
convertible into, or exercisable or exchangeable for, shares of Common
Stock ("Common Stock Equivalents") held by the Limited Partnerships and
RKB, (ii) holders of Investors' Shares (as defined therein) with on (A) two
separate occasions the right to demand a Long-Form Registration and (B) an
unlimited number of Short-Form Registrations to effect a registration of
shares of Common Stock with respect to shares or Common Stock and Common
Stock Equivalents held by the Investors' Shares and (iii) all holders of
registrables shares the right to include shares of Common Stock and Common
Stock Equivalents then held by such holders of registrable shares (subject
to applicable cutbacks) in any other registration by the Company of its
equity securities under the Securities Act. The Company will pay certain
expenses in connection with such registration as provided in the
Registration Rights Agreement.
Other than as set forth in this Item 6 and Items 3, 4, and 5
above, none of the Filing Persons is a party to any contract, arrangement,
understanding or relationship with respect to any securities of the issuer,
and none of the securities as to which this Schedule 13D relates is pledged
or is otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit 1 Joint Filing Agreement, dated as of February 29, 2000
Exhibit 2 Securities Purchase Agreement, dated as of February 9, 2000,
by and among the Company, the Limited Partnerships and RKB
Exhibit 3 Certificate of Designation of Series A Convertible Preferred
Stock
Exhibit 4 Management Stockholder Agreements for each of Jeanne C.
Logozzo, Steven M. Johnson, Marc R. Fey, James Hale, Thomas
M. Rafferty and Mark K. Ruport
Exhibit 5 Warrant Agreement, dated as of February 23, 2000, by and
among the Company, Limited Partnerships and RKB
Exhibit 6 Registration Rights Agreement, dated as of February 23,
2000, by and among the Company, the Founders and Investors
party thereto and the Limited Partnerships and RKB
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.
February 29, 2000
THOMAS WEISEL PARTNERS GROUP LLC
By: /s/ David Baylor
------------------------------------------
Name: David Baylor
Title: Partner
THOMAS WEISEL CAPITAL PARTNERS LLC
By: Thomas Weisel Partners Group LLC, its
managing member
By: /s/ Marianne Winkler
------------------------------------------
Name: Marianne Winkler
Title: Chief Financial Officer
THOMAS WEISEL CAPITAL PARTNERS, L.P.
By: Thomas Weisel Capital Partners LLC, its
general partner
By: Thomas Weisel Partners Group LLC, its
managing member
By: /s/ Marianne Winkler
------------------------------------------
Name: Marianne Winkler
Title: Chief Financial Officer
EXHIBITS
Exhibit 1 Joint Filing Agreement, dated as of February 29, 2000
Exhibit 2 Securities Purchase Agreement, dated as of February 9, 2000,
by and among the Company, the Limited Partnerships and RKB
Exhibit 3 Certificate of Designation of Series A Convertible Preferred
Stock
Exhibit 4 Management Stockholder Agreements for each of Jeanne C.
Logozzo, Steven M. Johnson, Marc R. Fey, James Hale, Thomas
M. Rafferty and Mark K. Ruport
Exhibit 5 Warrant Agreement, dated as of February 23, 2000, by and
among the Company, Limited Partnerships and RKB
Exhibit 6 Registration Rights Agreement, dated as of February 23,
2000, by and among the Company, the Founders and Investors
party thereto and the Limited Partnerships and RKB
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
William Shutzer 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
---------------------------------------------------------------------------
Frank M. Dunlevy Co-Head of Investment Banking
---------------------------------------------------------------------------
Timothy J. Heekin Head of Trading
---------------------------------------------------------------------------
Derek Lemke-von Ammon Co-Head of Private Equity
---------------------------------------------------------------------------
Alan B. Menkes Co-Head of Private Equity
---------------------------------------------------------------------------
J. Sanford Miller Chief Administrative and Strategic Officer
---------------------------------------------------------------------------
William Shutzer Co-Head of Investment Banking
---------------------------------------------------------------------------
Mark Shafir Co-Head of Investment Banking and M&A
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000895345-00-000167 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 1:44:54.2pm ET 
