UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-----------------------
Brio Technology, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
109704106
(CUSIP Number)
Thomas J. Murphy
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
Tel. No.: (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
August 3, 1999
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 ("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>
109704106 Page 2 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
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
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 3,633,158
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,633,158
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,633,158
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
109704106 Page 3 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 43, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
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
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 3,633,158
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,633,158
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,633,158
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
109704106 Page 4 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 18, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
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
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 3,633,158
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,633,158
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,633,158
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
109704106 Page 5 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
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
New York
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 3,633,158
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,633,158
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,633,158
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
109704106 Page 6 of 16 Pages
Item 1. Security and Issuer.
The title of the class of equity securities of Brio Technology, Inc., a
Delaware corporation (the "Company"), to which this statement relates is the
Company's Common Stock, par value $0.001 per share (the "Common Stock"). The
address of the principal executive office of the Company is 3430 West Bayshore
Road, Palo Alto, California 94303.
Item 2. Identity and Background.
This statement is being filed by a group, as defined in Rule 13d-5 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The members of the group are General Atlantic
Partners, LLC, a Delaware limited liability company ("GAP"), General Atlantic
Partners 18, L.P., a Delaware limited partnership ("GAP 18"), General Atlantic
Partners 43, L.P., a Delaware limited partnership ("GAP 43"), and GAP
Coinvestment Partners, L.P., a New York limited partnership ("GAPCO" and,
collectively with GAP, GAP 18 and GAP 43, the "Reporting Persons"), all of which
are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. Each of the
Reporting Persons is engaged in acquiring, holding and disposing of interests in
various companies for investment purposes. The general partner of each of GAP 18
and GAP 43 is GAP. The managing members of GAP are Steven A. Denning, Peter L.
Bloom, J. Michael Cline, William E. Ford, William O. Grabe, David C. Hodgson and
Franchon M. Smithson (collectively, the "GAP Managing Members"). The GAP
Managing Members are also the general partners of GAPCO. The business address of
each of the GAP Managing Members is 3 Pickwick Plaza, Greenwich, Connecticut
06830, and the present principal occupation or
<PAGE>
109704106 Page 7 of 16 Pages
employment of each of the GAP Managing Members is as a managing member of GAP.
Each of the GAP Managing Members is a citizen of the United States.
None of the Reporting Persons and none of the above individuals has,
during the last five years, been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
or subject to any judgment, decree or final order finding any violation of
federal or state securities laws or enjoining future violations of, or
prohibiting or mandating activities subject to, such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Agreement and Plan of Merger, dated as of February 23,
1999 (the "Merger Agreement"), by and among the Company, Socrates Acquisition
Corporation, a wholly-owned subsidiary of the Company ("Socrates"), and SQRIBE
Technologies Corp., ("SQRIBE"), Socrates acquired SQRIBE in a merger transaction
which closed on August 3, 1999. At the effective time of the merger on August 3,
1999, each of GAPCO and GAP 18 exchanged its shares of Series A Convertible
Preferred Stock of SQRIBE for 205,080 and 1,868,452 shares of the Company's
Common Stock, respectively, and each of GAPCO and GAP 43 exchanged its shares of
Series B Convertible Preferred Stock of SQRIBE for 299,331 and 1,460,668 shares
of the Company's Common Stock, respectively.
Item 4. Purpose of Transaction.
GAP 43, GAP 18 and GAPCO acquired the shares of Common Stock for
investment purposes and the Reporting Persons hold shares of Common Stock for
investment purposes. From time to time the Reporting Persons may acquire
additional shares of Common
<PAGE>
109704106 Page 8 of 16 Pages
Stock or dispose of some or all of the shares of Common Stock owned by them.
None of the Reporting Persons has any other plans which relate to or would
result in any of the items listed in paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, GAP, GAP 18, GAP 43 and GAPCO each own of
record no shares of Common Stock, 1,920,394 shares of Common Stock, 1,246,534
shares of Common Stock and 466,230 shares of Common Stock, respectively, or 0%,
7.3%, 4.7% and 1.8%, respectively, of the Company's issued and outstanding
shares of Common Stock.
By virtue of the fact that the GAP Managing Members are also the
general partners authorized and empowered to vote and dispose of the securities
held by GAPCO, and that GAP is the general partner of GAP 18 and GAP 43, the
Reporting Persons may be deemed to share voting power and the power to direct
the disposition of the shares of Common Stock which each owns of record.
Accordingly, as of the date hereof, each of the Reporting Persons may be deemed
to own beneficially an aggregate of 3,633,158 shares of Common Stock or 13.8%
of the Company's issued and outstanding shares of Common Stock.
(b) Each of the Reporting Persons has the shared power to direct the
vote and the shared power to direct the disposition of the 3,633,158 shares of
Common Stock that may be deemed to be owned beneficially by each of them.
(c) Except as set forth herein, to the knowledge of the Reporting
Persons with respect to the persons named in response to paragraph (a), none of
the persons
<PAGE>
109704106 Page 9 of 16 Pages
named in response to paragraph (a) has effected any transactions in shares of
Common Stock during the past 60 days.
(d) No person other than the persons listed 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, any securities owned by any member of the group.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to the Issuer.
As noted above, the GAP Managing Members are authorized and empowered
to vote and dispose of the securities held by GAPCO, and GAP is authorized and
empowered to vote and dispose of the securities held by GAP 18 and GAP 43.
Accordingly, GAP and the GAP Managing Members may, from time, consult among
themselves and coordinate the voting and disposition of the Company's shares of
Common Stock as well as such other action taken on behalf of the Reporting
Persons with respect to the Company's shares of Common Stock as they deem to be
in the collective interest of the Reporting Persons.
Pursuant to the Voting Agreement, dated February 23, 1999 (the "Voting
Agreement"), between the Company, GAP 18, GAP 43, GAPCO and certain other
stockholders of SQRIBE, each of GAP 18, GAP 43 and GAPCO agreed to, among other
things, vote in favor of the approval of the Merger Agreement at every meeting
of the stockholders of SQRIBE called, and on every action or approval by written
consent of the stockholders of SQRIBE, with respect thereto.
In addition, pursuant to the Affiliates Agreement entered into as of
February 23, 1999 (the "Affiliates Agreement") among the Company, GAP 18, GAP
43,
<PAGE>
109704106 Page 10 of 16 Pages
GAPCO and certain other stockholders of SQRIBE, each of GAP 18, GAP 43 and GAPCO
agreed not to, among other things, (a) sell, exchange, transfer, pledge, dispose
of or otherwise reduce its risk relative to its shares of Common Stock until
such time after the effective time of the Merger as financial results covering
at least 30 days of the combined operations of the Company and SQRIBE after the
effective time of the Merger have been filed by the Company with the Securities
and Exchange Commission or published by the Company in an Annual Report on Form
10-K, a Quarterly Report on Form 10-Q, a Current Report on Form 8-K, a quarterly
earnings report, a press release or other public issuance that includes combined
sales and income of the Company and SQRIBE and (b) sell, exchange, transfer,
pledge, dispose of or otherwise reduce its risk relative to its shares of Common
Stock.
Each of the Voting Agreement and the Affiliates Agreement is
incorporated herein by reference to the Company's Preliminary Proxy Statement
pursuant to Section 14(A) of the Exchange Act, filed with the Securities and
Exchange Commission on March 29, 1999.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Agreement relating to the filing of joint acquisition statements as
required by Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, as amended.
Exhibit 2: Power of Attorney dated December 30, 1998 appointing Thomas J. Murphy
Attorney-In-Fact for GAP.
Exhibit 3: Power of Attorney dated December 30, 1998 appointing Thomas J. Murphy
Attorney-In-Fact for GAPCO.
<PAGE>
109704106 Page 11 of 16 Pages
Incorporated by Affiliates Agreement
reference to the
Company's
Preliminary Proxy
Statement pursuant to
Section 14(A) of the
Exchange Act, filed
with the Commission
on March 29, 1999.
Incorporated by Voting Agreement
reference to the
Company's
Preliminary Proxy
Statement pursuant to
Section 14(A) of the
Exchange Act, filed
with the Commission
on March 29, 1999.
<PAGE>
109704106 Page 12 of 16 Pages
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.
Dated as of August 13, 1999.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 18, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 43, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
109704106 Page 13 of 16 Pages
EXHIBIT 1
to SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained herein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is accurate.
Dated: August 13, 1999
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 18, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 43, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
<PAGE>
109704106 Page 14 of 16 Pages
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
109704106 Page 15 of 16 Pages
EXHIBIT 2
to SCHEDULE 13D
GENERAL ATLANTIC PARTNERS, LLC
3 Pickwick Plaza
Greenwich, CT 06830
December 30, 1998
POWER OF ATTORNEY
The undersigned, General Atlantic Partners, LLC, a Delaware limited
liability company, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Limited Liability Company"), by its
Managing Member, Steven A. Denning, a U.S. citizen of full legal age, domiciled
at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas
J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street,
Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in
any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Limited
Liability Company, as fully to all intents and purposes as a Managing Member
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact may lawfully do or cause to be done. This power of attorney
shall expire on December 31, 1999.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Steven A. Denning
-------------------------
Steven A. Denning
Managing Member
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 30th day of December, 1998, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes
- -----------------
NOTARY PUBLIC
My commission expires August 31, 2001
109704106 Page 16 of 16 Pages
EXHIBIT 3
to SCHEDULE 13D
GAP COINVESTMENT PARTNERS, L.P.
3 Pickwick Plaza
Greenwich, CT 06830
December 30, 1998
POWER OF ATTORNEY
The undersigned, GAP Coinvestment Partners, L.P., a Delaware limited
partnership, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Partnership"), by its Managing
General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled
at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas
J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street,
Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in
any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Partnership as
fully to all intents and purposes as a General Partner might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done. This power of attorney shall expire on December
31, 1999.
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Steven A. Denning
-------------------------
Steven A. Denning
Managing General Partner
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 30th day of December, 1998, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes
- -----------------
NOTARY PUBLIC
My commission expires August 31, 2001
