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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)and(c)AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. ________)(1)
EXCITE, INC.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
300904 10 9
(CUSIP Number)
(1) 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 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).
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CUSIP NO. 300904 10 9 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TL Ventures III L.P. 23-2871371
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / x /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 1,311,224
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 1,311,224
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,311,224
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
12. TYPE OF REPORTING PERSON*
PN
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CUSIP NO. 300904 10 9 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TL Ventures III Offshore L.P. 98-0180451
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / x /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 1,311,224
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 1,311,224
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,311,224
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
12. TYPE OF REPORTING PERSON*
PN
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CUSIP NO. 300904 10 9 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TL Ventures III Interfund L.P. 23-2902730
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / x /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 1,311,224
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 1,311,224
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,311,224
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
12. TYPE OF REPORTING PERSON*
PN
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CUSIP NO. 300904 10 9 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TL Ventures III LLC 52-2011916
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / x /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 1,311,224
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 1,311,224
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,311,224
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
12. TYPE OF REPORTING PERSON*
OO
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CUSIP NO. 300904 10 9 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TL Ventures III Offshore Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / x /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 1,311,224
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 1,311,224
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,311,224
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
12. TYPE OF REPORTING PERSON*
CO
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Item 1 (a) NAME OF ISSUER:
EXCITE, INC.
Item 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
555 Broadway
Redwood City, CA 94063
Item 2 (a) NAME OF PERSON FILING:
(1) TL Ventures III L.P.
(2) TL Ventures III Offshore L.P.
(3) TL Ventures III Interfund L.P.
(4) TL Ventures III LLC
(5) TL Ventures III Offshore Ltd.
Item 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1)(3)(4) 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087-1945
(2)(5) c/o Trident Trust Company
P. O. Box 847
One Capital Place
Grand Cayman, Cayman Islands
British West Indies
Item 2 (c) CITIZENSHIP:
(1) Delaware limited partnership
(2) Cayman Islands limited partnership
(3) Delaware limited partnership
(4) Delaware limited liability company
(5) Cayman Islands corporation
Item 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, no par value per share
Item 2 (e) CUSIP NUMBER:
300904 10 9
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A :
(a) / / Broker or dealer registered under Section 15 of
the Act.
(b) / / Bank as defined in Section 3(a)(6) of the Act.
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(c) / / Insurance Company as defined in Section 3(a)(19)
of the Act.
(d) / / Investment Company registered under Section 8 of
the Investment Company Act of 1940.
(e) / / Investment Adviser in accordance with Section
240.13d-1(b)(1)(ii)(F).
(f) / / Employee Benefit Plan or Endowment Fund in
accordance with Section 240.13d-1(b)(1)(ii)(F).
(g) / / Parent Holding Company or control person in
accordance with Rule 13d-1(b)(ii)(G).
(h) / / A Savings Association as defined in Section 3(b)
of the Federal Deposit Insurance Act.
(i) / / A Church Plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940.
(j) / / Group, in accordance with Section
240.13d-1(b)(1)(ii)(J) 1(b)(1)(ii)(H).
Not applicable
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
(1)(2)(3)(4)(5) 1,311,224 shares
(b) Percent of Class:
(1)(2)(3)(4)(5) 5.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
(1)(2)(3)(4)(5) 1,311,224
(iii) sole power to dispose or to direct the disposition of:
0
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(iv) shared power to dispose or to direct the disposition of:
(1)(2)(3)(4)(5) 1,311,224
TL Ventures III L.P., TL Ventures III Offshore L.P. and TL Ventures III
Interfund L.P. (hereinafter collectively referred to as "TL Ventures III") are
venture capital funds which are required by their governing documents to make
all investment, voting and disposition actions in tandem.
TL Ventures III LLC is (i) the general partner of TL Ventures III
Management, L.P., the general partner of TL Ventures III L.P., (ii) the general
partner of TL III Interfund, the general partner of TL Ventures III Interfund
L.P., and (iii) a co-general partner of TL Ventures III Offshore Ltd., the
general partner of TL Ventures III Offshore L.P. TL Ventures III Offshore Ltd.
serves as the other co-general partner of TL Ventures III Offshore L.P.
TL Ventures III L.P. is the record holder of 1,025,009 shares and a currently
exercisable warrant to purchase 30,751 shares. TL Ventures III Offshore L.P. is
the record holder of 214,557 shares and a currently exercisable warrant to
purchase 6,435 shares. TL Ventures III Interfund L.P. is the record holder of
33,468 shares and a currently exercisable warrant to purchase 1,004 shares.
TL Ventures III LLC and TL Ventures III Offshore Ltd. have sole authority and
responsibility for all investment, voting and disposition decisions for TL
Ventures III, by whose decisions the general partners of TL Ventures III have
agreed to be bound. These powers are exercised by the respective Board of
Directors of TL Ventures III LLC and TL Ventures III Offshore Ltd., each of
which board is composed of the same members.
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:
TL Ventures III L.P., TL Ventures III Offshore L.P., TL Ventures III Interfund,
L.P., TL Ventures III LLC and TL Ventures III Offshore Ltd. are members of a
group for purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of
1934.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable
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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.
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.
In executing this statement, the undersigned agrees, to the extent required by
Rule 13d-1(f), that this statement is being filed on behalf on each of the
Reporting Persons herein.
TL Ventures III L.P.
By: TL Ventures III Management L.P.,
its general partner
By: TL Ventures III LLC, its
general partner
By: s/s R. Peter Zimmermann
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R. Peter Zimmermann
Chief Financial Officer
Dated: May 4, 1998
TL Ventures III Offshore L.P.
By: TL Ventures III Offshore Partners, L.P.,
its general partner
By: TL Ventures III Offshore Ltd.,
its general partner
By: s/s R. Peter Zimmermann
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R. Peter Zimmermann
Chief Financial Officer
Dated: May 4, 1998
TL Ventures III Interfund L.P.
By: TL Ventures III LLC,
its general partner
By: s/s R. Peter Zimmermann
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R. Peter Zimmermann
Dated: May 4, 1998 Chief Financial Officer
TL Ventures III LLC
By: s/s R. Peter Zimmermann
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R. Peter Zimmermann
Chief Financial Officer
Dated: May 4, 1998
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TL Ventures III Offshore Ltd.
By: s/s R. Peter Zimmermann
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R. Peter Zimmermann
Chief Financial Officer
Dated: May 4, 1998
