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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
FLEXIINTERNATIONAL SOFTWARE, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
338923 10 5
(CUSIP Number)
Christopher E. Nordquist
WR Hambrecht & Co. LLC
550 15th Street
San Francisco, CA 94107
(415) 551-8657
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
2/15/00
(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 ss.ss.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 ss.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
("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).
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CUSIP No. 338923 10 5 Page 2 of 14
<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C>
- ----------------------- ---------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WR Hambrecht & Co. LLC
943289837
- ----------------------- ---------------------------------------------------------------------------------------------
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)
WC
- ----------------------- ---------------------------------------------------------------------------------------------
5 CHECK 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
BENEFICIALLY None
OWNED BY EACH
REPORTING
PERSON WITH ---------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
1,180,500
---------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
---------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,180,500
- ----------------------- ---------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,500
- ----------------------- ---------------------------------------------------------------------------------------------
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)
6.7%
- ----------------------- ---------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD
- ----------------------- ---------------------------------------------------------------------------------------------
</TABLE>
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CUSIP No. 338923 10 5 Page 3 of 14
<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C>
- ------------------- -------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William R. Hambrecht
- ------------------- -------------------------------------------------------------------------------------------------
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
- ------------------- -------------------------------------------------------------------------------------------------
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
1,180,500
-------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
616,962
-------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,180,500
- ------------------- -------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,797,462 (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)
10.2%
- ------------------- -------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- ------------------- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Hambrecht has a 24.7% ownership interest in WR Hambrecht & CO. LLC (the
"LLC"). The LLC directly owns 1,180,500 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 291,584 shares represented by his proportionate ownership interest in
the LLC.
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CUSIP No. 338923 10 5 Page 4 of 14
Statement on Schedule 13D
This filing is the initial Statement on Schedule 13D of WR Hambrecht &
Co. LLC ("LLC") and William R. Hambrecht with respect to the beneficial
ownership by the LLC 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 ("Original Statement") is occasioned
by the purchase of 45,000 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 Original 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 Original 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 550 15th Street,
San Francisco, CA 94103.
(ii) Mr. Hambrecht's principal address is 550 15th Street, 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 or 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
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CUSIP No. 338923 10 5 Page 5 of 14
final order enjoining future violations of, or prohibiting or
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 and personal funds of Mr. Hambrecht.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisitions of Common Stock by the LLC were made as long-term
investments of the LLC or in connection with its role as a market maker of
Issuer. Mr. Hambrecht's acquisitions were made as long-term investments. 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
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CUSIP No. 338923 10 5 Page 6 of 14
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;
(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 17,664,008 shares of
Common Stock outstanding as of February 22, 2000. The LLC currently directly
owns 1,180,500 shares of the Issuer's Common Stock, representing 6.7% 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 1,180,500 shares of Common Stock owned by the LLC.
Mr. Hambrecht also has a 24.7% 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 291,584
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 1,180,500 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 December 15, 1999, the LLC made the following open market
purchases of Common Stock (items 1, 3, 4, 6 through 20, 22 through 29, 31
through 43, 46, 48, 49, 51 through 57 and 70 through 73 were purchases or sales
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CUSIP No. 338923 10 5 Page 7 of 14
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 except in items 2, 5, 21, 30, 44, 45, 47 and
50):
1. Purchase of 2,500 shares of Common Stock on December 17, 1999 at
$0.63 per share;
2. Purchase of 100,000 shares of Common Stock on December 20, 1999 at
$0.72 per share;
3. Sale of 2,500 shares of Common Stock on December 23, 1999 at $1.11
per share;
4. Purchase of 15,000 shares of Common Stock on December 28, 1999 at
$0.69 per share;
5. Purchase of 50,000 shares of Common Stock on December 28, 1999 at
$0.72 per share;
6. Sale of 15,000 shares of Common Stock on December 29, 1999 at
$0.74 per share;
7. Purchase of 12,500 shares of Common Stock on December 30, 1999 at
$0.69 per share;
8. Sale of 27,500 shares of Common Stock on December 31, 1999 at
$0.75 per share;
9. Purchase of 10,000 shares of Common Stock on January 4, 2000 at
$0.66 per share;
10. Purchase of 2,924 shares of Common Stock on January 5, 2000 at
$0.68 per share;
11. Purchase of 6,500 shares of Common Stock on January 6, 2000 at
$0.75 per share;
12. Sale of 2,500 shares of Common Stock on January 7, 2000 at $0.87
per share;
13. Sale of 9,500 shares of Common Stock on January 11, 2000 at $0.96
per share;
14. Sale of 8,424 shares of Common Stock on January 12, 2000 at $1.50
per share;
15. Sale of 5,000 shares of Common Stock on January 13, 2000 at $1.62
per share;
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CUSIP No. 338923 10 5 Page 8 of 14
16. Sale of 500 shares of Common Stock on January 18, 2000 at $1.87
per share;
17. Purchase of 5,500 shares of Common Stock on January 21, 2000 at
$1.50 per share;
18. Purchase of 500 shares of Common Stock on January 24, 2000 at
$1.45 per share;
19. Purchase of 3,000 shares of Common Stock on January 25, 2000 at
$1.20 per share;
20. Purchase of 500 shares of Common Stock on January 26, 2000 at
$1.13 per share;
21. Purchase of 40,000 shares of Common Stock on January 28, 2000 at
$0.88 per share;
22. Purchase of 10,000 shares of Common Stock on February 1, 2000 at
$1.00 per share;
23. Sale of 40,000 shares of Common Stock on February 2, 2000 at $0.87
per share;
24. Purchase of 38,000 shares of Common Stock on February 3, 2000 at
$0.83 per share;
25. Purchase of 10,000 shares of Common Stock on February 3, 2000 at
$0.94 per share;
26. Sale of 11,000 shares of Common Stock on February 3, 2000 at $1.04
per share;
27. Sale of 5,000 shares of Common Stock on February 4, 2000 at $1.16
per share;
28. Sale of 500 shares of Common Stock on February 7, 2000 at $1.09
per share;
29. Purchase of 5,000 shares of Common Stock on February 9, 2000 at
$1.00 per share;
30. Purchase of 45,000 shares of Common Stock on February 15, 2000 at
$0.92 per share;
31. Purchase of 47,500 shares of Common Stock on February 15, 2000 at
$0.90 per share;
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CUSIP No. 338923 10 5 Page 9 of 14
32. Sale of 45,500 shares of Common Stock on February 15, 2000 at
$0.92 per share;
33. Purchase of 4,000 shares of Common Stock on February 16, 2000 at
$1.40 per share;
34. Sale of 3,000 shares of Common Stock on February 16, 2000 at $1.50
per share;
35. Purchase of 22,500 shares of Common Stock on February 16, 2000 at
$0.91 per share;
36. Purchase of 2,000 shares of Common Stock on February 17, 2000 at
$0.91 per share;
37. Sale of 20,000 shares of Common Stock on February 22, 2000 at
$1.03 per share;
38. Purchase of 10,000 shares of Common Stock on February 23, 2000 at
$0.91 per share;
39. Purchase of 5,000 shares of Common Stock on February 28, 2000 at
$0.91 per share;
40. Sale of 3,500 shares of Common Stock on March 3, 2000 at $1.06 per
share;
41. Sale of 4,500 shares of Common Stock on March 8, 2000 at $1.60 per
share;
42. Sale of 1,500 shares of Common Stock on March 9, 2000 at $7.50 per
share;
43. Sale of 20,000 shares of Common Stock on March 10, 2000 at $1.56
per share;
44. Purchase of 113,000 shares of Common Stock on March 14, 2000 at
$1.33 per share;
45. Purchase of 30,000 shares of Common Stock on March 16, 2000 at
$1.35 per share;
46. Sale of 3,500 shares of Common Stock on March 16, 2000 at $1.40
per share;
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CUSIP No. 338923 10 5 Page 10 of 14
47. Purchase of 86,500 shares of Common Stock on March 17, 2000 at
$1.25 per share;
48. Sale of 6,500 shares of Common Stock on March 17, 2000 at $1.53
per share;
49. Purchase of 13,500 shares of Common Stock on March 20, 2000 at
$1.12 per share;
50. Purchase of 56,000 shares of Common Stock on March 22, 2000 at
$1.14 per share;
51. Sale of 38,500 shares of Common Stock on March 22, 2000 at $1.15
per share;
52. Purchase of 25,230 shares of Common Stock on March 23, 2000 at
$1.11 per share;
53. Sale of 600 shares of Common Stock on March 24, 2000 at $1.19 per
share;
54. Purchase of 1,500 shares of Common Stock on March 28, 2000 at
$0.74 per share;
55. Sale of 500 shares of Common Stock on March 30, 2000 at $3.31 per
share;
56. Sale of 630 shares of Common Stock on April 3, 2000 at $1.87 per
share;
57. Purchase of 5,000 shares of Common Stock on April 4, 2000 at $1.00
per share;
58. Purchase of 25,000 shares of Common Stock on April 7, 2000 at
$1.13 per share;
59. Sale of 25,000 shares of Common Stock on April 7, 2000 at $1.16
per share;
60. Purchase of 10,000 shares of Common Stock on April 10, 2000 at
$1.22 per share;
61. Sale of 500 shares of Common Stock on April 10, 2000 at $1.19 per
share;
62. Sale of 5,000 shares of Common Stock on April 10, 2000 at $1.25
per share;
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CUSIP No. 338923 10 5 Page 11 of 14
63. Sale of 5,000 shares of Common Stock on April 11, 2000 at $1.22
per share;
64. Purchase of 500 shares of Common Stock on April 12, 2000 at $1.13
per share;
65. Purchase of 500 shares of Common Stock on April 14, 2000 at $1.06
per share;
66. Purchase of 2,500 shares of Common Stock on April 14, 2000 at
$0.88 per share;
67. Purchase of 2,500 shares of Common Stock on April 14, 2000 at
$1.00 per share;
68. Purchase of 2,500 shares of Common Stock on April 19, 2000 at
$0.75 per share; and
69. Purchase of 2,500 shares of Common Stock on April 25, 2000 at
$0.75 per share.
70. Purchase of 2,500 shares of Common Stock on April 25, 2000 at
$0.63 per share.
71. Purchase of 2,500 shares of Common Stock on April 25, 2000 at
$0.69 per share.
72. Purchase of 5,000 shares of Common Stock on May 2, 2000 at $0.97
per share.
73. Sale of 3,000 shares of Common Stock on May 2, 2000 at $0.88 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.
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CUSIP No. 338923 10 5 Page 12 of 14
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A-Joint Filing Agreement dated as of May 4, 2000.
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CUSIP No. 338923 10 5 Page 13 of 14
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: May 4, 2000
/s/ William R. Hambrecht
---------------------------
William R. Hambrecht
WR Hambrecht & Co. LLC
By: William R. Hambrecht,
Manager
/s/ William R. Hambrecht
---------------------------
William R. Hambrecht
<PAGE>
Exhibit A
Joint Filing Agreement
William R. Hambrecht and WR Hambrecht & Co. LLC ("Filing Persons")
hereby agree to file jointly a Schedule 13D and any amendments thereto relating
to the common stock, $.01 par value per share, of Flexiinternational Software,
Inc., a Delaware corporation, as permitted by Rule 13d-1 promulgated under the
Securities Exchange Act of 1943, as amended. Each of the Filing Persons agrees
that the information set forth in such Schedule 13D and any amendments thereto
with respect to such Filing Person will be true, complete and correct as of the
date of such Schedule 13D or such amendment, to the best of such Filing Person's
knowledge and belief, after reasonable inquiry. Each of the Filing Persons makes
no representations as to the accuracy or adequacy of the information set forth
in the Schedule 13D or any amendments thereto with respect to any other Filing
Person. Each of the Filing Persons shall promptly notify the other Filing Person
if any of the information set forth in the Schedule 13D or any amendments
thereto shall become inaccurate in any material respect or if said person learns
of information that would require an amendment to the Schedule 13D.
IN WITNESS WHEREOF, the undersigned have set their hands this 4th day
of May, 2000.
/s/ William R. Hambrecht
---------------------------
William R. Hambrecht
WR Hambrecht & Co. LLC
By: William R. Hambrecht,
Manager
/s/ William R. Hambrecht
---------------------------
William R. Hambrecht
