UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
COMPUTER LITERACY, INC.
(Name of Issuer)
Common Stock
(Title of Class and Securities)
20520N108
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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 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).
<PAGE>
SCHEDULE 13G
CUSIP No. 20520N108 Page 2 of 7 Pages
- --------------------- --------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Needham Capital Partners II, L.P.
13-3982694
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 359,535
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 246,055
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 359,535
WITH:
8 SHARED DISPOSITIVE POWER
246,055
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
605,590 (Includes 79,388 shares held by Needham Capital
Partners II (Bermuda) and 166,667 shares held by
Needham Capital SBIC, L.P.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.42%
12 TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2-
<PAGE>
SCHEDULE 13G
CUSIP No.20520N108 Page 3 of 7 Pages
- --------------------- --------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Needham Capital Partners II (Bermuda)
13-3982686
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 79,388
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 526,202
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 79,388
WITH:
8 SHARED DISPOSITIVE POWER
526,202
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
605,590 (Includes 359,535 shares held by Needham
Capital Partners II, L.P. and 166,667 shares
held by Needham Capital SBIC, L.P.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.42%
12 TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3-
<PAGE>
SCHEDULE 13G
CUSIP No. 20520N108 Page 4 of 7 Pages
- --------------------- --------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Needham Capital SBIC, L.P.
13-3772547
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 166,667
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 438,923
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 166,667
WITH:
8 SHARED DISPOSITIVE POWER
438,923
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
605,590 (Includes 359,535 shares held by Needham Capital
Partners II, L.P. and 79,388 shares held by
Needham Capital Partners II (Bermuda).
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.42%
12 TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4-
<PAGE>
Item 1(a). Name of Issuer:
Computer Literacy, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1308 Orleans Drive
Sunnyvale, CA 94089
Item 2(a). Name of Person Filing:
See Item 1 of the cover pages attached hereto
Item 2(b). Address of Principal Business Office, or if None, Residence:
445 Park Avenue
New York, New York 10022
(This is the address for all parties listed in Item 1 of the cover
pages attached hereto)
Item 2(c). Citizenship:
See Item 4 of the cover pages attached hereto
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). Cusip Number:
20520N108
Item 3.
Not Applicable
Item 4. Ownership:
(a) Amount beneficially owned:
See Item 9 of the cover page attached hereto
(b) Percent of Class:
See Item 11 of the cover page attached hereto
5-
<PAGE>
(c) See Items 5 through 8 of the cover pages attached hereto.
Needham Capital Partners II, L.P., Needham Capital Partners II
(Bermuda) and Needham Capital SBIC, L.P. (Each a "Limited Partnership"
and collectively, the "Limited Partnerships") share the same General
Partners who have absolute investment and voting authority over the
shares held by the Limited Partnerships. Each Limited Partnership may
also be deemed an affiliate of Needham & Company, Inc., a registered
broker-dealer. The aggregate shares reported by Needham Capital
Partners II, L.P. include 166,667 shares held by Needham Capital SBIC,
L.P. and 79,388 shares held by Needham Capital Partners II (Bermuda).
The aggregate shares reported by Needham Capital SBIC, L.P. include
359,535 shares held by Needham Capital Partners II, L.P. and 79,388
shares held by Needham Capital Partners II (Bermuda). The aggregate
shares reported by Needham Capital Partners II (Bermuda) include
166,667 shares held by Needham Capital SBIC, L.P. and 359,535 shares
held by Needham Capital Partners II, L.P. Each Limited Partnership
expressly disclaims ownership of securities held by any other Limited
Partnership.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security being Reported on by the Parent Holding Company:
Not Applicable
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
6-
<PAGE>
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 25, 1999
NEEDHAM CAPITAL PARTNERS II, L.P.
/s/ Glen Albanese
(Signature)
Glen Albanese, Chief Financial Officer
(Name/Title)
NEEDHAM CAPITAL PARTNERS II (BERMUDA)
/s/ Glen Albanese
(Signature)
Glen Albanese, Chief Financial Officer
(Name/Title)
NEEDHAM CAPITAL SBIC, L.P.
/s/ Glen Albanese
(Signature)
Glen Albanese, Chief Financial Officer
(Name/Title)
7-
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