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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ___)
marchFIRST, Inc.
(Name of Issuer)
Common Stock
$.001 Par Value
(Title of Class of Securities)
-----------------------
0005662441
(Cusip Number)
Gerald Morgan
Francisco Partners, L.P.
Two Embarcadero Center,
Suite 420
San Francisco, CA 94111
Tel No.:(415) 277-2900
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 28, 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 that 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 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).
(Continued on following pages)
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<PAGE>
SCHEDULE 13D
CUSIP No. 0005662441 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FP-Lion, L.L.C.
94-3382688
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
-0-
---------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER (1)
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 31,526,500
WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------
10 SHARED DISPOSITIVE POWER (1)
31,526,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
31,526,500
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
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14 TYPE OF REPORTING PERSON
00
-------------------------------------------------------------------------------
---------
(1) Assumes the conversion of all Series A 8% Senior Convertible Participating
Preferred Stock beneficially owned by such reporting person.
<PAGE>
SCHEDULE 13D
CUSIP No. 0005662441 Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Francisco Partners, L.P.
94-3359836
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
-0-
---------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER (1)
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 31,526,500
WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------
10 SHARED DISPOSITIVE POWER (1)
31,526,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
31,526,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
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14 TYPE OF REPORTING PERSON
PN
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---------
(1) Assumes the conversion of all Series A 8% Senior Convertible Participating
Preferred Stock deemed to be beneficially owned by such reporting person.
<PAGE>
SCHEDULE 13D
CUSIP No. 0005662441 Page 4 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Francisco Partners GP, LLC
94-3360855
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
---------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER (1)
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 31,526,500
WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------
10 SHARED DISPOSITIVE POWER (1)
31,526,500
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
31,526,500
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
-------------------------------------------------------------------------------
---------
(1) Assumes the conversion of all Series A 8% Senior Convertible Participating
Preferred Stock deemed to be beneficially owned by such reporting person.
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement (this "Statement")
relates is the Common Stock, $.001 par value per share (the "Shares"), of
marchFIRST, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 311 South Wacker Drive, Suite
3500, Chicago, Illinois 60606-6618.
Item 2. Identity and Background.
(a) Name of Person(s) Filing this Statement (the "Reporting Persons")
FP-Lion, L.L.C., a Delaware limited liability company ("FP-Lion")
Francisco Partners, L.P., a Delaware limited partnership ("FPLP")
Francisco Partners GP, LLC, a Delaware limited liability company ("FPGP")
(b)-(c)
FP-Lion
FP-Lion is a Delaware limited liability company formed to invest in the
Series A 8% Senior Convertible Participating Preferred Stock of the Issuer (the
"Series A Preferred Stock") and the Series B 12% Participating Preferred Stock
of the Issuer (the "Series B Preferred Stock"). The business address of
FP-Lion, which also serves as its principal office, is Two Embarcadero Center,
Suite 420, San Francisco, California 94111. Pursuant to Instruction C to
Schedule 13D of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), information with respect to FPLP, the sole member of FP-Lion, is set
forth below.
FPLP
FPLP is a Delaware limited partnership, the principal business of which is
to invest directly or indirectly in various companies. The business address of
FPLP, which also serves as its principal office, is Two Embarcadero Center,
Suite 420, San Francisco, California 94111. Pursuant to Instruction C to
Schedule 13D of the Exchange Act, information with respect to FPGP, the sole
general partner of FPLP, is set forth below.
FPGP
FPGP is a Delaware limited liability company, the principal business of
which is serving as the sole general partner of various limited partnerships
whose principal business is investing directly or indirectly in various
companies. The business address of FPGP, which also serves as its principal
office, is Two Embarcadero Center, Suite 420, San Francisco, California 94111.
Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with
respect to David M. Stanton, Sanford R. Robertson, Benjamin H. Ball, Dipanjan
Deb, Neil M. Garfinkel and Gerald Morgan, the Managing Directors of FPGP, is
set forth below.
Mr. David M. Stanton
Mr. David M. Stanton is a Managing Director of FPGP, which is the general
partner of FPLP. Mr. Stanton is also a Member of Francisco Partners Management,
LLC ("FPM"), which provides management services to FPLP at the request of FPGP.
The business address of Mr. Stanton is Two Embarcadero Center, Suite 420, San
Francisco, California 94111.
Mr. Sanford R. Robertson
Mr. Sanford R. Robertson is a Managing Director of FPGP, which is the
general partner of FPLP. Mr. Robertson is also a Member of FPM. The business
address of Mr. Robertson is Two Embarcadero Center, Suite 420, San Francisco,
California 94111.
Page 5 of 10 Pages
<PAGE>
Mr. Benjamin H. Ball
Mr. Benjamin H. Ball is a Managing Director of FPGP, which is the general
partner of FPLP. Mr. Ball is also a Member of FPM. The business address of
Mr. Ball is Two Embarcadero Center, Suite 420, San Francisco, California 94111.
Mr. Dipanjan Deb
Mr. Dipanjan Deb is a Managing Director of FPGP, which is the general
partner of FPLP. Mr. Deb is also a Member of FPM. The business address of Mr.
Deb is Two Embarcadero Center, Suite 420, San Francisco, California 94111.
Mr. Neil M. Garfinkel
Mr. Neil M. Garfinkel is a Managing Director of FPGP, which is the general
partner of FPLP. Mr. Garfinkel is also a Member of FPM. The business address
of Mr. Garfinkel is Two Embarcadero Center, Suite 420, San Francisco,
California 94111.
Mr. Gerald Morgan
Mr. Gerald Morgan is a Managing Director of FPGP, which is the general
partner of FPLP. Mr. Morgan is also a Member of FPM. The business address of
Mr. Morgan is Two Embarcadero Center, Suite 420, San Francisco, California
94111.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, 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.
(f) Each of Messrs. Stanton, Robertson, Ball, Deb, Garfinkel and Morgan is
a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in Item 6 below, on December 28, 2000, FP-Lion
purchased from the Issuer 63,053 shares of the Series A Preferred Stock at an
aggregate purchase price of $63,053,000. FP-Lion obtained funds for the
purchase price from capital contributions provided by FPLP; FPLP obtained funds
from capital contributions provided by its limited partners and FPGP; FPGP
obtained such funds from capital contributions provided by its six Managing
Directors, each of whom obtained such funds from personal funds.
Item 4. Purpose of Transaction.
The Reporting Persons consummated the transactions described herein in
order to acquire an interest in the Issuer for investment purposes. The
Reporting persons intend to review continuously their position in the Issuer.
Depending upon future evaluations of the business prospects of the Issuer and
upon other developments, including, but not limited to, general economic and
business conditions and stock market conditions, the Reporting Persons may
retain or from time to time increase their holdings or dispose of all or a
portion of their holdings, subject to any applicable legal and contractual
restrictions on their ability to do so.
In addition, the matters set forth in Item 6 below are incorporated in
this Item 4 by reference as if fully set forth herein.
Page 6 of 10 Pages
<PAGE>
Except as set forth in this Item 4 (including the matters described in
Item 6 below which are incorporated in this Item 4 by reference), the Reporting
Persons have no present plans or proposals that relate to or that would result
in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D under the Exchange Act.
Item 5. Interest in Securities of the Issuer.
(a) (1) FP-Lion is the record and beneficial owner of 63,053 shares of
Series A Preferred Stock. Assuming conversion of all such shares, FP-Lion is
the beneficial owner of 31,526,500 shares of Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and, as of
October 31, 2000, there being 155,284,971 shares of Common Stock outstanding,
represents approximately 16.9% of the outstanding shares of Common Stock.
(2) Assuming conversion of all 63,053 shares of Series A Preferred
Stock owned of record by FP-Lion, FPLP, in its capacity as sole member of
FP-Lion, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed the
beneficial owner of 31,526,500 shares of Common Stock, which, based on
calculations made in accordance with Rule 13d-3 of the Exchange Act and,
as of October 31, 2000, there being 155,284,971 shares of Common Stock
outstanding, represents approximately 16.9% of the outstanding shares of
Common Stock.
(3) Assuming conversion of all 63,053 shares of Series A Preferred
Stock owned of record by FP-Lion, FPGP, in its capacity as sole general
partner of FPLP, may, pursuant to Rule 13d-3 of the Exchange Act, be
deemed the beneficial owner of 31,526,500 shares of Common Stock, which,
based on calculations made in accordance with Rule 13d-3 of the Exchange
Act and, as of October 31, 2000, there being 155,284,971shares of Common
Stock outstanding, represents approximately 16.9% of the outstanding
shares of Common Stock.
(b) The information set forth in Items 7 through 11 of the cover pages
hereto is incorporated herein by reference.
(c) Except as set forth herein, to the knowledge of the Reporting Persons,
none of the persons named pursuant to Item 2 has effected any transactions in
shares of Common Stock during the past 60 days.
(d) The right to receive dividends on, and proceeds from the sale of, the
shares of Common Stock which may be beneficially owned by the persons described
in (a) and (b) above is governed by the limited liability company agreements
and limited partnership agreements of each such entity, and such dividends or
proceeds may be distributed with respect to numerous member interests and
general and limited partnership interests.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The matters set forth in Item 2 are incorporated in this Item 6 by
reference as if fully set forth herein.
Stock Purchase Agreement
Pursuant to the Stock Purchase Agreement dated as of December 13, 2000
(the "Agreement"), between the Issuer and FP-Lion, the Issuer agreed to sell
and FP-Lion agreed to purchase 63,053 shares of the Series A Preferred Stock
(the "Series A Shares") and 86,947 shares of the Series B Preferred Stock (the
"Series B Shares") at a purchase price of $1,000 per share. On December 28,
2000, at the closing (the "Closing") held pursuant to the Agreement, the Issuer
sold to FP-Lion the Series A Shares and the Series B Shares.
In the Agreement, FP-Lion agreed that, so long as it owns 50% of its
initial equity investment, it will not, without the consent of the Issuer,
purchase any additional shares of the Issuer's voting stock, solicit proxies,
make any offer or announce any intention to acquire the Issuer or take other
similar actions.
Page 7 of 10 Pages
<PAGE>
The foregoing summary of the Agreement is not intended to be complete and
is qualified in its entirety by reference to the Agreement, a copy of which is
filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Certificate of Designation of the Series A Shares
As contemplated by the Agreement, the Board of Directors of the Issuer
approved and adopted the Certificate of Designations, Preferences and Rights of
Series A 8% Senior Convertible Participating Preferred Stock (the "Certificate
of Designation of the Series A Shares") to create the series of preferred stock
designated as the Series A Preferred Stock. The Series A Shares bear cumulative
dividends at an annual rate of 8%, payable semi-annually in cash or Series B
Shares, at the Issuer's option. If the Series B Shares are converted into
Series A Shares, dividends on the Series A Shares will be payable in cash or in
Series A Shares, at the Issuer's option. The Series A Shares are also entitled,
on an as-converted basis, to receive dividends or distributions declared with
respect to Common Stock. Subject to compliance with the rules and regulations
of The Nasdaq Stock Market, the Series A Shares are convertible at any time at
the option of the holders into shares of the Common Stock at an initial
conversion ratio that is based on a conversion price of $2 per share. The
conversion ratio is subject to adjustment in the event of, without limitation,
subdivisions, splits, combinations, consolidations, mergers or
reclassifications. In addition, the conversion ratio is subject to
anti-dilution adjustment for issuances of Common Stock at a price per share
less than the market value of the Common Stock on the date of issuance (other
than Common Stock issued in connection with the Issuer's stock option plans or
pursuant to any other Common Stock related employee compensation plans of the
Issuer approved by the Issuer's Board of Directors or its predecessors or
pursuant to other pre-existing obligations). The conversion ratio is also
subject to adjustment for issuances of Common Stock at a price per share less
than the greater of the market value of the Common Stock on the date of
issuance or $4.00 per share in connection with certain agreements pursuant to
which, as of December 13, 2000, the Issuer may be obligated to issue shares of
Common Stock as retention bonuses to employees related to various acquisitions
consummated by USWeb Corporation. Further, the conversion ratio of the Series A
Shares is subject to adjustment in the event that the Issuer is required to pay
more than $25 million in excess of any insurance coverage in payment or
settlement of any losses or damages resulting from certain types of
securities-related legal proceedings. The Series A Shares will be redeemable by
the Issuer on or after the third anniversary of the Closing. The Series A
Shares will also be redeemable by the Issuer on or after the first anniversary
of the Closing if the Common Stock has a closing price of at least $7.50 both
for (1) at least 20 of the 30 trading days immediately preceding the notice of
redemption and (2) the 5 trading days immediately preceding such notice.
In the event of any liquidation or winding up of the Issuer (defined
broadly to include certain change in control transactions), the holders of the
Series A Shares will be entitled to receive in preference to the holders of the
Common Stock a per share amount equal to $1,000 plus any accrued and unpaid
dividends (the "Liquidation Preference") and thereafter will participate with
the Common Stock, on an as-converted basis, in any distributions of cash or
other assets paid on any shares of Common Stock, until the total payment
(including the Liquidation Preference) to the holders of Series A Shares is
equal to $1,500 per Series A Share. Thereafter the holders of the Series A
Shares will not participate with the Common Stock in any such distributions
until such time as the holders of the Common Stock shall have received total
distributions equal to their pro-rata percentage as if the Series A Shares and
the Series B Shares (as if it were Series A Shares) had converted into Common
Stock. Thereafter the Series A Shares will participate with the Common Stock on
an as-converted basis without limitation. Subject to compliance with the rules
and regulations of The Nasdaq Stock Market, the Series A Shares will be
entitled to vote together with the Common Stock on an as-converted basis, and
the holders of a majority of the Series A Shares will be entitled to appoint
one director to the Issuer's Board. The foregoing summary of the Certificate of
Designation of the Series A Shares is not intended to be complete and is
qualified in its entirety by reference to the Certificate of Designation of the
Series A Shares, a copy of which is filed herewith as Exhibit 10.2 and is
incorporated herein by reference.
Page 8 of 10 Pages
<PAGE>
Certificate of Designation of the Series B Shares
As contemplated by the Agreement, the Board of Directors of the Issuer
approved and adopted the Certificate of Designations, Preferences and Rights of
Series B 12% Senior Participating Preferred Stock (the "Certificate of
Designation of the Series B Shares") to create the series of preferred stock
designated as the Series B Preferred Stock. The Series B Shares bear cumulative
dividends at an annual rate of 12%, payable semi-annually in cash or Series B
Shares, at the Issuer's option. The Series B Shares are also entitled, on an
as-converted basis (as if they were Series A Shares), to receive dividends or
distributions declared with respect to Common Stock. The Series B Shares are
not convertible into Common Stock. However, upon approval by the Issuer's
stockholders at or prior to the next annual meeting of stockholders of the
Issuer, the Series B Shares, together with any accrued but unpaid dividends,
would immediately convert into Series A Shares, on a one-for-one basis. The
holders of the Series B Shares will have the right to require the Issuer to
repurchase the Series B Shares (the "Put Right") as follows: (1) on or after
the first anniversary of the Closing, to the extent that the Series A Shares
have been converted into Common Stock; or (2) on or after the earlier of a
Change in Control (as defined therein) or the second anniversary of the
Closing, to the extent the Series A Shares have been converted into Common
Stock or sold or otherwise transferred to a third party; or (3) at any time on
or after the 7th anniversary of the Closing. In exchange for each Series B
Share which the Issuer is required to repurchase pursuant to the exercise of
the Put Right, the Issuer will be obligated to pay an amount equal to the
market value of the shares of Common Stock into which one Series A Share would
be convertible on that date and may be paid in cash, or following any required
stockholder approval, in shares of Common Stock. The Series B Shares will be
redeemable, and share in distributions on liquidation, on the same terms as the
Series A Shares. The Series B Shares will not have general voting rights;
however, the holders of a majority of the Series B Shares will be entitled to
appoint one director to the Issuer's Board. If the Series B Shares are
automatically converted into Series A Shares as previously described, this
right to appoint a director will terminate and the holders of the Series A
Shares will thereafter be entitled to appoint two directors. The foregoing
summary of the Certificate of Designation of the Series B Shares is not
intended to be complete and is qualified in its entirety by reference to the
Certificate of Designation of the Series B Shares, a copy of which is filed
herewith as Exhibit 10.3 and is incorporated herein by reference.
In conjunction with the Closing, Messrs. Stanton and Garfinkel joined the
Issuer's Board of Directors as the designees of the Series A Shares and the
Series B Shares.
Registration Rights Agreement
Pursuant to the Registration Rights Agreement dated as of December 28,
2000 among the Issuer, FP-Lion and each person who becomes a Holder (as defined
therein) (the "Registration Rights Agreement"), the holders of the Series A
Shares and the Series B Shares have certain piggy-back and, after nine months
from the Closing, demand registration rights with respect to the Common Stock
issuable upon conversion of the Series A Shares (including the additional
Series A Shares that may be issued in connection with the conversion of the
Series B Shares). The foregoing summary of the Registration Rights Agreement is
not intended to be complete and is qualified in its entirety by reference to
the Registration Rights Agreement, a copy of which is filed herewith as Exhibit
10.4 and is incorporated herein by reference.
Except for the agreements as described above, to the best knowledge of the
Reporting Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons enumerated in Item 2,
and any other person, with respect to any securities of the Issuer, including,
but not limited to, transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 10.1: Stock Purchase Agreement dated as of December 13, 2000
between marchFIRST, Inc. and FP-Lion, L.L.C.
Page 9 of 10 Pages
<PAGE>
Exhibit 10.2: Certificate of Designation, Preferences and Rights of
Series A 8% Senior Convertible Participating Preferred Stock
Exhibit 10.3: Certificate of Designation, Preferences and Rights of
Series B 12% Senior Participating Preferred Stock
Exhibit 10.4: Registration Rights Agreement dated December 28, 2000
among marchFIRST, Inc., FP-Lion, L.L.C. and each person
who becomes a Holder (as defined)
Exhibit 99.1: Joint Filing Agreement among the parties regarding filing of
Schedule 13D.
Page 10 of 10 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 12, 2001
FP-LION, L.L.C.,
By FRANCISCO PARTNERS, L.P.,
a Member,
By FRANCISCO PARTNERS GP, LLC ,
the General Partner,
By: /s/ Gerald Morgan
-------------------------------------
Name: Gerald Morgan
Title: Managing Director
S-1
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 12, 2001
FRANCISCO PARTNERS, L.P.,
By FRANCISCO PARTNERS GP, LLC,
the General Partner,
By: /s/ Gerald Morgan
-------------------------------------
Name: Gerald Morgan
Title: Managing Director
S-2
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 12, 2001
By FRANCISCO PARTNERS GP, LLC,
By: /s/ Gerald Morgan
-------------------------------------
Name: Gerald Morgan
Title: Managing Director
S-3
<PAGE>
EXHIBIT INDEX
Exhibit 10.1: Stock Purchase Agreement dated as of December 13, 2000 between
marchFIRST, Inc. and FP-Lion, L.L.C.*
Exhibit 10.2: Certificate of Designation, Preferences and Rights of
Series A 8% Senior Convertible Participating Preferred Stock*
Exhibit 10.3: Certificate of Designation, Preferences and Rights of
Series B 12% Senior Participating Preferred Stock*
Exhibit 10.4: Registration Rights Agreement dated December 28, 2000
among marchFIRST, Inc., FP-Lion, L.L.C. and each person who
becomes a Holder (as defined)*
Exhibit 99.1: Joint Filing Agreement among the parties regarding filing of
Schedule 13D.*
-----------------
* Filed herewith
