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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. __)*
NEWGEN RESULTS CORP.
--------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
65135910
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(CUSIP Number)
DECEMBER 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*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 in a prior cover page.
The information required in 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 1 of 6 pages
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- -------------------------
CUSIP NO. 65135910
- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Trident Capital Management II, L.L.C.
94-3259207
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) X
(b)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZEN OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF SHARES 977,299
BENEFICIALLY OWNED -----------------------------------------------------
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
-----------------------------------------------------
7 SOLE DISPOSITIVE POWER
977,299
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8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
923,430
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.7%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (see instructions)
OO
- --------------------------------------------------------------------------------
Page 2 of 6 pages
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INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFYING NUMBERS OF REPORTING PERSONS -
Furnish the full legal name of each person for whom the report
is filed -i.e., each person required to sign the schedule
itself-including each member of a group. Do not include the
name of a person required to be identified in the report but
who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S.
identification numbers, although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR
COMPLYING WITH SCHEDULE 13G" below).
(2) If any of the shares beneficially owned by a reporting person are
held as a member of a group and such membership is expressly
affirmed, please check row 2(a). If the membership in a group is
disclaimed or the reporting person described a relationship with
other persons but does not affirm the existence of a group, please
check row 2(b) [unless a joint filing pursuant to Rule 13d-1(k)(1)
in which case it may not be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) CITIZENSHIP OR PLACE OF ORGANIZATION - Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish
place of organization.
(5)-(9), (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON,
ETC. - Rows (5) through (9) inclusive, and (11) are to be
completed in accordance with the provisions of Item 4 of
Schedule 13G. All percentages are to be rounded off to the
nearest tenth (one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in
row (9) does not include shares as to which beneficial ownership
is disclaimed pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the
Securities Exchange Act of 1934.
(12) TYPE OF REPORTING PERSONS - Please classify each "reporting
person" according to the following breakdown (see Item 3 of
Schedule 13G) and place the appropriate symbol on the form:
<TABLE>
<CAPTION>
CATEGORY SYMBOL
<S> <C>
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Plan, EP
or Endowment Fund
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
</TABLE>
NOTES:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only be
used where the cover page item or items provide all the disclosure required by
the schedule item. Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange Act or otherwise subject
to the liabilities of that section of the Act.
Reporting persons may comply with their coverage page filing
requirements by filing either completed copies of the blank forms available from
the Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules as
to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
Page 3 of 6 pages
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SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act
of 1934 and the rules and regulations thereunder, the Commission is authorized
to solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
Disclosure of the information specified in this schedule is
mandatory, except for Social Security or I.R.S. identification numbers,
disclosure of which is voluntary. The information will be used for the primary
purpose of determining and disclosing the holdings of certain beneficial owners
of certain equity securities. This statement will be made a matter of public
record. Therefore, any information given will be available for inspection by any
member of the public.
Because of the public nature of the information, the Commission
can utilize it for a variety of purposes, including referral to other
governmental authorities or securities self-regulatory organizations for
investigatory purposes or in connection with litigation involving the Federal
securities laws or other civil, criminal or regulatory statutes or provisions.
Social Security or I.R.S. identification numbers, if furnished, will assist the
Commission in identifying security holders and, therefore, in promptly
processing statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule,
except for Social Security or I.R.S. identification numbers may result in civil
or criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the
information required by this schedule shall be filed not later
than February 14 following the calendar year covered by the
statement or within the time specified in Rules 13d-1(b)(2) and
13d-2(c). Statements filed pursuant to Rule 13d-1(c) shall be
filed within the time specified in Rules 13d-1(c), 13d-2(b) and
13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be
filed not later than February 14 following the calendar year
covered by the statement pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by
rules under section 13(f) (15 U.S.C. 78m(f)) for the same calendar
year as that covered by a statement on this schedule may be
incorporated by reference in response to any of the items of this
Schedule. If such information is incorporated by reference in this
schedule, copies of the relevant pages of such form shall be filed
as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but
the text of the items is to be omitted. The answers to the items
shall be so prepared as to indicate clearly the coverage of the
items without referring to the text of the items. Answer every
item. If an item is inapplicable or the answer is in the negative,
so state.
ITEM 1
(a) Name of Issuer
NewGen Results Corp.
(b) Address of Issuer's Principal Executive Offices
12526 High Bluff Dr., Suite 300
San Diego, CA 92130
ITEM 2
(a) Name of Person Filing
Trident Capital Management II, L.L.C.
(b) Address of Principal Business Office, if none, Residence
2480 Sand Hill Rd., Suite 100
Menlo Park, CA 94025
(c) Citizenship
Delaware
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
65135910
Page 4 of 6 pages
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b) OR 240.13d-
2(b) OR (c), CHECK WHETHER THE person FILING IS A:
Not applicable
(a) Broker or Dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) Insurance company as defined in section 3(a)(19) of the act (15
U.S.C. 78c).
(d) Investment company registered under section 8 of the Investment
Company Act (15 U.S.C. 80a-8).
(e) An investment advisor in accordance with Sections 240.13d-1(b)(1)
(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with
Sections 240.13d-1(b)(ii)(F);
(g) A parent holding company or control person in accordance with
Sections 240.13d-1(b)(ii)(G);
(h) A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(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 (15 U.S.C. 80a-3);
(j) Group, in accordance with Sections 240.13d-1(b)(ii)(J).
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
977,299
(b) Percent of Class:
9.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 923,430*
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 923,430*
(iv) shared power to dispose or to direct the disposition of: 0
* Includes 923,430 shares held by Information Associates-II, L.P. (IA-II,
L.P.) and 53,869 shares held by IA-II Affiliates, L.L.C. Trident Capital
Management II, L.L.C. is the sole general partner of IA-II, L.P. and the
coordinating member of IA-II Affiliates, L.L.C.
INSTRUCTIONS: For computations regarding securities which represent a right to
acquire an underlying security see section 240.13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OR A CLASS
Not applicable
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following.
INSTRUCTION: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
If any 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, such
securities, a statement to that effect should be included in response to this
time and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
Page 5 of 6 pages
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, by members of the group,
in their individual capacity.
ITEM 10. CERTIFICATION
Not applicable
(a) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(b):
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 or with
the effect of changing or influencing the control of the issuer of
such securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purposes or
effect.
(b) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(c):
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 or with 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 purposes 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.
Date: February 14, 2000
/s/ BONNIE N. KENNEDY
---------------------------------------------
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representation. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commissioner may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Section 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE A
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 6 of 6 pages
