UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ZENGINE, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
98935C 10 7
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(CUSIP Number)
Michael E. Peppel
Chairman, President and Chief Executive Officer
MCSi, Inc.
4750 Hempstead Station Drive
Dayton, Ohio 45429
(937) 291-8282
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
with a copy to:
Jeffrey A. Koeppel
Kenneth B. Tabach
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
(202) 347-0300
September 26, 2000
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(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 Sections 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 the schedule, including all exhibits. See Rule 13d-7 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.
CUSIP No. 98935C 10 7 13D PAGE 2 OF 7
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).
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MCSi, Inc.
31-1001529
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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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
Maryland
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
8,547,427
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
8,547,427
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
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CUSIP No. 98935C 10 7 13D PAGE 3 OF 7
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,547,427
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/x/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
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14. TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
* Excludes an aggregate of 843,846 shares of common stock held by
executive officers and directors of MCSi, Inc. MCSi disclaims
beneficial ownership of such shares.
CUSIP No. 98935C 10 7 13D PAGE 4 OF 7
Item 1. SECURITY AND ISSUER.
The title and class of equity securities to which this statement on Schedule
13D relates is the common stock, no par value per share (the "Common Stock"),
of Zengine, Inc. (the "Company"). The address of the principal executive
offices of the Company is 6100 Stewart Avenue, Fremont, California 94538. As
of September 26, 2000, the Company had 16,473,480 shares outstanding.
Item 2. IDENTITY AND BACKGROUND.
(a) - (c) This Schedule 13D is being filed by MCSi, Inc. ("MCSi"). MCSi is a
publicly traded systems integrator of state-of-the-art presentation and
broadcast facilities throughout the United States, Canada and certain foreign
countries. MCSi's business address is 4750 Hempstead Station Drive, Dayton,
Ohio 45429. Set forth in Schedule I annexed hereto is information about the
identity and background of each of MCSi's directors, executive officers and
controlling persons, if any.
(d) - (e) During the past five years, neither MCSi nor any of its officers of
directors have been convicted in a criminal proceeding. During the five years
prior to the date hereof, neither MCSi nor any of its officers or directors
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding it 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) MCSi is organized under the laws of Maryland.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the terms of a Standby Stock Purchase Agreement dated September
20, 2000, MCSi purchased 199,483 shares of Common Stock on September 26, 2000
for a purchase price of $13.00 per share or an aggregate of $2,593,279. MCSi
paid the purchase price from its existing working capital.
Item 4. PURPOSE OF THE TRANSACTION.
As part of the Company's initial public offering of Common Stock, the Company
offered 390,000 shares of its Common Stock in the MCSi Subscription Program to
stockholders of MCSi, its parent company and principal stockholder. MCSi's
stockholders were permitted to subscribe for one share of common stock for
every 30 shares of MCSi common stock held by them. Persons who owned at least
100 shares of MCSi common stock as of May 15, 2000 were eligible to purchase
shares from the Company under the program. Pursuant to the Standby Stock
Purchase Agreement, MCSi purchased 199,483 shares of Common Stock on September
26, 2000, which were not purchased by the stockholders of MCSi.
MCSi owns approximately 51.9% of the Company's outstanding shares of common
stock. As long as MCSi owns a significant portion of the Company's
outstanding common stock, MCSi
CUSIP No. 98935C 10 7 13D PAGE 5 OF 7
will continue to be able to elect the Company's entire board of directors and
to remove any director, with cause, and generally to determine the outcome of
all corporate actions requiring stockholder approval. As a result, MCSi will
be in a position to continue to control all matters affecting the Company
including the composition of the board of directors and, through it, any
decision with respect to the direction and policies of the Company, including
the appointment and removal of officers; any decision with respect to mergers
or other business combinations involving the Company; the acquisition or
disposition of assets by the Company; future issuances of Common Stock or other
securities of the Company; the incurrence of debt by the Company; amendments,
waivers and modifications to the distribution services agreement, administrative
services agreement, sublease agreement and the e-commerce services agreement
with MCSi; and the payment of dividends on the Common Stock.
Except as described above, MCSi has no present plans or proposals which relate
to, or would result in any of the actions referred to in clauses (a) through
(j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) - (c) MCSi beneficially owns 8,547,427 Shares, or approximately 51.9% of
the outstanding shares of Common Stock of the Company. MCSi has sole
disposition and voting power with respect to the 8,547,427 shares described
above. The only transactions involving shares of Common Stock by MCSi during
the past 60 days was the purchase of 199,483 shares of Common Stock pursuant
to the Standby Stock Purchase Agreement described in item 3 above and attached
as an exhibit hereto. The calculations above are based upon 16,473,480 shares
of Common Stock outstanding on September 26, 2000.
In connection with its incorporation, the Company issued 67,686 shares of
Common Stock to MCSi for an aggregate of $1,000, and other non-monetary
consideration. In addition, on September 14, 1999, the Company issued
10,762,074 shares of Common Stock to MCSi for non-monetary consideration,
2,481,816 of which shares were surrendered back to the Company on September
29, 1999. These share amounts reflect a 10-for-1 split of the Common Stock in
September 1999 and a 6.7686-for-1 split of the common stock in September 2000.
(d) and (e) : Not applicable.
The amount of shares beneficially owned excludes an aggregate of 843,846
shares of common stock held by executive officers and directors of MCSi,
Inc. as set forth below. MCSi disclaims beneficial ownership of such shares.
The following table sets forth transactions in the Common Stock by executive
officers and directors of MCSi during the past 60 days.
CUSIP No. 98935C 10 7 13D PAGE 6 OF 7
Number of Price How Shares
Shares Date Per Transaction Beneficially
Name Purchased Purchased Share Effected Owned
---- --------- --------- ----- -------- ------------
Michael E. 676,860 9/25/2000 $0.075 Option 676,860
Peppel exercise
Ira H. 135,372 9/25/2000 $0.075 Option 135,372
Stanley Exercise
Michael 1,200 9/26/2000 $13.00 MCSi 1,200
Trebilcock Subscription
Program
John C. 2,000 9/26/2000 $13.00 IPO 2,000
Huffman, III
Richard L. 2,500 9/26/2000 $13.00 IPO 2,500
Posen
Robert G. 10,000 9/26/2000 $13.00 IPO 10,000
Hecht
Harry F. 15,914 9/26/2000 $13.00 MCSi 15,914
Radcliffe Subscription
Program and
IPO
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than as described in Item 4 of this statement on Schedule 13D, to MCSi's
knowledge, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between MCSi and any other person with
respect to any securities of the Company, including but not limited to
transfer or voting or any of the securities, finder's fee, joint ventures,
loan or option arrangements, put or calls or guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
99.1 Standby Purchase Agreement dated September 20, 2000.
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.
Dated: October 6, 2000
By: /s/ Michael E. Peppel
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Michael E. Peppel
President and Chief Executive Officer
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF MCSi, INC.
Set forth below are the name, business address, present principal occupation
or employment of each director and executive officer of MCSi, Inc.
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
Michael E. Peppel Chairman, President and CEO MCSi, Inc.
of MCSi, Inc. 4750 Hempstead Station
Drive
Dayton, Ohio 45429
Ira H. Stanley Vice President, CFO and MCSi, Inc.
Secretary of MCSi, Inc. 4750 Hempstead Station
Drive
Dayton, Ohio 45429
John C. Huffman, III Vice President and COO MCSi, Inc.
of MCSi, Inc. 4750 Hempstead Station
Drive
Dayton, Ohio 45429
Michael Trebilcock Vice President, CDO MCSi, Inc.
and National Sales 4750 Hempstead Station
Manager of MCSi, Inc. Drive
Dayton, Ohio 45429
DIRECTORS*
Michael E. Peppel Chairman, President and CEO MCSi, Inc.
of MCSi, Inc. 4750 Hempstead Station
Drive
Dayton, Ohio 45429
Ira H. Stanley Vice President, CFO and MCSi, Inc.
Secretary of MCSi, Inc. 4750 Hempstead Station
Drive
Dayton, Ohio 45429
Harry F. Radcliffe Investment Advisor 40 Wiggins Lane
Uniontown, PA 15401
Richard L. Posen Law Partner Willkie, Farr
& Gallagher
787 Seventh Avenue
New York, NY 10019
Robert G. Hecht President and CEO of Trumbull Corporation
Trumbull Corporation 1020 Lebanon Road
West Mifflin, PA 15122
* All Executive Officers and Directors are U.S. citizens.
