UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
FLEXIINTERNATIONAL SOFTWARE, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
338923 10 5
(CUSIP Number)
Michael P. Moran
WR Hambrecht & Co. LLC
539 Bryant Street,
Suite 100
San Francisco, CA 94107
(415) 551-8600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
11/10/00
(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 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a 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
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
<PAGE>
("Act") 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 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WR Hambrecht & Co. LLC
943289837
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK 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
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
1,712,457
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9 SOLE DISPOSITIVE POWER
None
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,712,457
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,712,457
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.69%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD
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<PAGE>
SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William R. Hambrecht
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) (X)
(b) ( )
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ( )
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 616,962
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
1,712,457
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
616,962
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,712,457
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,329,419 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ( )
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.18%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1) Mr. Hambrecht has a 22.9% ownership interest in WR Hambrecht & CO. LLC (the
"LLC"). The LLC directly owns 1,712,457 shares of Flexiinternational Software,
Inc. Mr. Hambrecht directly owns 616,962 shares of Flexiinternational Software,
Inc. Mr. Hambrecht disclaims beneficial ownership of all the shares of
Flexiinternational Software, Inc. held directly by the LLC other than with
respect to 392,153 shares represented by his proportionate ownership interest in
the LLC.
<PAGE>
Statement on Schedule 13D
This filing is the Second Amendment on Schedule 13D of WR Hambrecht & Co.
LLC ("LLC") and William R. Hambrecht with respect to the beneficial ownership by
the LLC and Mr. Hambrecht of shares of common stock, $.01 par value per share
("Common Stock"), of Flexiinternational Software, Inc., a Delaware corporation
("Issuer"). The filing of this Schedule 13D ("Amended Statement") is occasioned
by the purchase of 28,000 shares as described in Item 5(c) below.
To the extent that any information is provided herein with respect to the
Issuer, such information is provided to the knowledge of the LLC and Mr.
Hambrecht.
ITEM 1. SECURITY AND ISSUER.
The Amended Statement relates to shares of the Common Stock, $.01 par value
per share, of Flexiinternational, Inc., a Delaware corporation. The address of
the Issuer's principal executive offices is Two Enterprise Drive, Shelton,
Connecticut 06484.
ITEM 2. IDENTITY AND BACKGROUND.
The Amended Statement is being filed jointly by William R. Hambrecht and
the LLC.
(a) (i) WR Hambrecht & Co. LLC.
(ii) William R. Hambrecht.
(b) (i) The LLC's principal business address is 539 Bryant Street, Suite
100, San Francisco, CA 94103.
(ii) Mr. Hambrecht's principal address is 539 Bryant Street, Suite
100, San Francisco, CA 94103.
(c) (i) The LLC is a Broker/Dealer.
(ii) Mr. Hambrecht is the sole Manager of the LLC.
(d) During the past five years, neither the LLC nor Mr. Hambrecht has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, neither the LLC or Mr. Hambrecht has been
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
<PAGE>
mandating activities subject to, federal or state securities laws, or
finding any violations with respect to such laws.
(f) (i) The LLC is organized under the laws of the State of Delaware.
(ii) Mr. Hambrecht is a citizen of the United States of America.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Working Capital of the LLC.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisitions of Common Stock by the LLC were made in connection with
its role as a market maker of Issuer. Except as noted below, neither Mr.
Hambrecht nor the LLC has any present plans or proposals that relate to or would
result in or cause:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) a class of securities of the Issuer to be de-listed from a national
securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities
association;
<PAGE>
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
The filing persons reserve the right to adopt such plans and proposals
subject to applicable regulatory requirements, if any; and to transfer
securities of the Issuer directly and/or sell securities of the Issuer in the
open market.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the Issuer, there were 17,688,595 shares of Common Stock
outstanding as of November 1, 2000. The LLC currently directly owns 1,712,457
shares of the Issuer's Common Stock, representing 9.69% of the outstanding
Common Stock. Mr. Hambrecht directly owns 616,962 shares of Common Stock of the
Issuer. Mr. Hambrecht, as the sole Manager of the LLC, has indirect beneficial
ownership of the 1,712,457 shares of Common Stock owned by the LLC. Mr.
Hambrecht also has a 22.9% ownership interest in the corporation that owns 100%
of the LLC. Accordingly, Mr. Hambrecht disclaims beneficial ownership of all
shares of the Issuer held by the LLC other than with respect to 392,153 shares
representing his proportionate ownership interest in the LLC.
(b) The LLC and Mr. Hambrecht each have shared voting power and dispositive
power over the 1,712,457 shares of Common Stock held by the LLC.
(c) Except as set forth below, neither Mr. Hambrecht nor the LLC has
effected any transaction involving the Issuer's Common Stock during the 60 days
prior to the date of this Amended Statement.
Subsequent to October 1, 2000, the LLC made the following open market
purchases or sales of Common Stock (these items were purchases or sales made by
the LLC in its capacity as market maker for the Common Stock and are a net of
all market making transactions on that day with an average price. All dates
shown are settlement dates):
1. Sale of 5,000 shares of Common Stock on October 2, 2000 at $0.30 per
share;
2. Purchase of 5,000 shares of Common Stock on October 9, 2000 at $0.28 per
share;
<PAGE>
3. Purchase of 32,000 shares of Common Stock on October 10, 2000 at $0.24
per share;
4. Purchase of 1,666 shares of Common Stock on October 11, 2000 at $0.24
per share;
5. Purchase of 5,000 shares of Common Stock on October 13, 2000 at $0.22
per share;
6. Purchase of 10,625 shares of Common Stock on October 17, 2000 at $0.21
per share;
7. Purchase of 1,000 shares of Common Stock on October 24, 2000 at $0.26
per share;
8. Purchase of 10,000 shares of Common Stock on October 31, 2000 at $0.23
per share;
9. Purchase of 40,000 shares of Common Stock on November 3, 2000 at $0.25
per share;
10. Purchase of 5,000 shares of Common Stock on November 7, 2000 at $0.21
per share;
11. Purchase of 28,000 shares of Common Stock on November 10, 2000 at $0.22
per share;
12. Purchase of 5,000 shares of Common Stock on November 13, 2000 at $0.22
per share; and
13. Purchase of 9,000 shares of Common Stock on November 14, 2000 at $0.23
per share.
(d) Except as set forth in this Amended Statement, no other person is known
to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the securities of the Issuer that are
owned beneficially by the reporting persons.
(e) Item 5(e) is not applicable to this Amended Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
<PAGE>
SIGNATURES
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.
Date: November 21, 2000
/s/ William R. Hambrecht
--------------------------
William R. Hambrecht
WR Hambrecht & Co. LLC
By: William R. Hambrecht,
Manager
/s/ William R. Hambrecht
--------------------------
William R. Hambrecht
