UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT _____)*
KEYNOTE SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
493308100
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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 the disclosures provided in a prior 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 (the "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).
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13G
CUSIP No. 493308100 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GE CAPITAL EQUITY INVESTMENTS, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,583,711
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
1,583,711
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,583,711
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 493308100 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC CAPITAL CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK, U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,583,711
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
1,583,711
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,583,711
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 493308100 Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC CAPITAL SERVICES, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH DISCLAIMED. SEE 9 BELOW.
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
DISCLAIMED. SEE 9 BELOW.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
DISCLAIMED. SEE 9 ABOVE.
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 493308100 Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK, U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH DISCLAIMED. SEE 9 BELOW.
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
DISCLAIMED. SEE 9 BELOW.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
DISCLAIMED. SEE 9 ABOVE.
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
Item 1.
(a) NAME OF ISSUER: Keynote Systems, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2855 Campus Drive
San Mateo, California 94403
Item 2.
1. (a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS
OFFICE; AND CITIZENSHIP:
GE Capital Equity Investments, Inc.
120 Long Ridge Road
Stamford, Connecticut. 06927
Citizenship: Delaware
(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value
$0.001 per share
(e) CUSIP NUMBER: 493308100
2. (a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE;
AND CITIZENSHIP:
General Electric Capital Corporation
260 Long Ridge Road
Stamford, Connecticut. 06927
Citizenship: New York
(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001
per share
(e) CUSIP NUMBER: 493308100
3. (a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE;
AND CITIZENSHIP:
General Electric Capital Services, Inc.
3135 Easton Turnpike
Fairfield, Connecticut. 06431
Citizenship: Delaware
Page 6 of 11 Pages
<PAGE>
(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001
per share
(e) CUSIP NUMBER: 493308100
4. (a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE;
AND CITIZENSHIP:
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut. 06431
Citizenship: New York
(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001
per share
(e) CUSIP NUMBER: 493308100
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b),
OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(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
Section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person, in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association 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 Section 240.13d-1(b)(1)(ii)(H)
Page 7 of 11 Pages
<PAGE>
If this statement is filed pursuant to ss. 240.13d-1(c), check this box. |_|
Item 4. OWNERSHIP:
1. GE Capital Equity Investments, Inc.
(a) AMOUNT BENEFICIALLY OWNED: 1,583,711 shares of Common Stock.
(b) PERCENT OF CLASS: 6.7%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
1,583,711
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
1,583,711
2. General Electric Capital Corporation
(a) AMOUNT BENEFICIALLY OWNED: 1,583,711 shares of Common Stock.
(b) PERCENT OF CLASS: 6.7%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
1,583,711
(iii) sole power to dispose or to direct the disposition of:
0
Page 8 of 11 Pages
<PAGE>
(iv) shared power to dispose or to direct the disposition of:
1,583,711
3. General Electric Capital Services, Inc.
(a) AMOUNT BENEFICIALLY OWNED: Beneficial ownership of all
shares is disclaimed.
(b) PERCENT OF CLASS: Disclaimed. See (a) above.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
Disclaimed. See (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
Disclaimed. See (a) above.
4. General Electric Company
(a) AMOUNT BENEFICIALLY OWNED: Beneficial ownership of all
shares is disclaimed.
(b) PERCENT OF CLASS: Disclaimed. See (a) above.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
Disclaimed. See (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
Page 9 of 11 Pages
<PAGE>
Disclaimed. See (a) above.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY:
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
See Exhibit 1 for Joint Filing Agreement.
Item 9. NOTICES OF DISSOLUTION OF GROUP:
Not applicable.
Item 10. CERTIFICATION:
Not applicable.
Page 10 of 11 Pages
<PAGE>
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: February 9, 2000
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael E. Pralle
---------------------------
Name: Michael E. Pralle
Title: Vice President
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Michael E. Pralle
---------------------------
Name: Michael E. Pralle
Title: President/ General Manager
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Michael E. Pralle
---------------------------
Name: Michael E. Pralle
Title: Attorney-in-fact*
GENERAL ELECTRIC COMPANY
By: /s/ Michael E. Pralle
---------------------------
Name: Michael E. Pralle
Title: Attorney-in-fact*
- ------------------
* Pursuant to a Power of Attorney attached as Exhibit 2 to this Schedule 13G.
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned
that the Schedule 13G filed on or about this date and any further
amendments to the Schedule 13G with respect to beneficial ownership by the
undersigned of shares of the Common Stock, par value $0.001 per share, of
Keynote Systems, Inc., are being filed on behalf of each of the undersigned
in accordance with Rule 13D-1(k)(1) under the Securities Exchange Act of
1934. This agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated: February 9, 2000
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael E. Pralle
---------------------------
Name: Michael E. Pralle
Title: Vice President
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Michael E. Pralle
---------------------------
Name: Michael E. Pralle
Title: President/ General Manager
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Michael E. Pralle
---------------------------
Name: Michael E. Pralle
Title: Attorney-in-fact*
GENERAL ELECTRIC COMPANY
By: /s/ Michael E. Pralle
---------------------------
Name: Michael E. Pralle
Title: Attorney-in-fact*
- ---------------------
* Pursuant to a Power of Attorney attached as Exhibit 2 to this Schedule 13G.
EXHIBIT 2
POWER OF ATTORNEY
The undersigned, General Electric Company, a New York corporation
(hereinafter referred to as the "Corporation") does hereby make, constitute
and appoint the persons listed below as the Corporation's true and lawful
agent and attorney-in-fact (hereinafter referred to as the "Attorney") to
act either together or alone in the name and on behalf of the Corporation
for and with respect to the matters hereinafter described.
Name of Attorney: Joan C. Amble
Nancy E. Barton
Jeffrey S. Werner
Michael A. Gaudino
J. Gordon Smith
Michael E. Pralle
Paul J. Licursi
Each Attorney shall have the power and authority to do the
following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3,
4 and 5 or any amendments thereto required to be filed with the
Securities and Exchange Commission under the Securities Exchange
Act of 1934 on behalf of the Corporation with regard to any
securities owned by General Electric Capital Services, Inc.,
General Electric Capital Corporation or any of their
subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in
order to more effectively carry out the Intent and purpose of the
foregoing.
Agreements, commitments, documents, instruments, and other writings
executed by the Attorney in accordance with the terms hereof shall be
binding upon the Corporation without attestation and without affixation of
the seal of the Corporation. The Power of Attorney conferred hereby shall
not be delegable by any Attorney. The Attorney shall serve without
compensation for acting in the capacity of agent and attorney-in-fact
hereunder.
Unless sooner revoked by the Corporation, this Power of Attorney shall
be governed under the laws of the State of New York and the authority of
the Attorney hereunder shall terminate on March 31, 2000.
IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney
to be executed, attested and its corporate seal to be affixed pursuant to
authority granted by the Corporation's board of directors, as of the 30th
day of April, 1998.
General Electric Company
(Corporate Seal)
By: /s/ Philip D. Ameen
-------------------------------
Philip D. Ameen, Vice President
Attest:
/s/ Robert E. Healing
- ----------------------------
Robert E. Healing,
Attesting Secretary
<PAGE>
POWER OF ATTORNEY
The undersigned, General Electric Capital Services, Inc., a Delaware
corporation (hereinafter referred to as the "Corporation") does hereby
make, constitute and appoint the persons listed below as the Corporation's
true and lawful agent and attorney-in-fact (hereinafter referred to as the
"Attorney") to act either together or alone in the name and on behalf of
the Corporation and for and with respect to the matters hereinafter
described.
Name of Attorney:
Michael A. Gaudino
J. Gordon Smith
Michael E. Pralle
Paul J. Licursi
Each Attorney shall have the power and authority to do the
following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3,
4 and 5 or any amendments thereto required to be filed with the
Security and Exchange Commission under the Securities Act of 1934
on behalf of the Corporation with regard to any securities owned
by the Corporation, General Electric Capital Corporation of any
of their subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents or other agreements and to take such
further action as may be necessary or convenient for the Corporation in
order to more effectively carry out the intent and purpose of the
foregoing.
Agreements, commitments, documents, instruments, and other writings
executed by the Attorney in accordance with the terms hereof shall be
binding upon the Corporation without attestation and without affixation of
the seal of the Corporation. The Power of Attorney conferred hereby shall
not be delegable by any Attorney. The Attorney shall serve without
compensation for acting in the capacity of agent and attorney-in-fact
hereunder.
Unless revoked by the Corporation, this Power of Attorney shall be
governed under the laws of the State of New York and the authority of the
Attorney hereunder shall terminate on March 31, 2000.
IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney
to be executed, attested and its corporate seal to be affixed pursuant to
authority granted by the Corporation's board of directors, as of the 30th
of April, 1998.
General Electric Capital Services, Inc.
(Corporate Seal)
By: /s/ Nancy E. Barton
------------------------------------
Nancy E. Barton, Senior Vice President
Attest:
/s/ Brian T. MaAnaney
- -------------------------
Brian T. McAnaney,
Assistant Secretary
