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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO___________)*
SierraCities.com Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
335944 10 4
--------------
(CUSIP Number)
James W. McKenzie, Jr.
Senior Vice President, General Counsel and Secretary
VerticalNet, Inc.
700 Dresher Road, Horsham, PA 19044
(215) 328-6100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 6, 2000
(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), 13d-1(f) or 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(b) 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 the
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, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
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CUSIP No. 335944 10 4 Page 2 of 7
1 NAME OF REPORTING PERSON
VerticalNet, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
23-2815834
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 3,817,057 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,817,057 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.04%
14 TYPE OF REPORTING PERSON
CO
Neither the filing of this statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by VerticalNet, Inc. that it is the
beneficial owner of any of the Common Stock referred to herein for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purpose, and such beneficial ownership is expressly disclaimed.
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Statement") relates to the common
stock, par value $.01 per share (the "Common Stock"), of SierraCities Inc., a
Delaware corporation ("SierraCities"). The principal executive offices of
SierraCities are located at 600 Travis Street, Suite 7050, Houston, TX 77002.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is VerticalNet, Inc.,
a Pennsylvania corporation ("VerticalNet").
(b) The address of the principal office and principal business of
VerticalNet is 700 Dresher Road, Horsham, PA 19044.
(c) VerticalNet provides end-to-end e-commerce solutions targeted at
distinct business segments through three strategic business units: VerticalNet
Markets, VerticalNet Exchanges and VerticalNet Solutions. VerticalNet Markets
includes 57 industry-specific digital marketplaces designed as online vertical
trading communities and provides hosted e-commerce and community capabilities
for corporate divisions and small and medium sized businesses. VerticalNet
Exchanges focuses on trading electronic components and hardware in open and spot
markets. VerticalNet Solutions builds digital marketplaces for global 2000
customers, industry alliances and independent Net market makers. Set forth in
Schedule I to this Schedule 13D is the name and present principal occupation or
employment of each of VerticalNet's executive officers and directors and the
name, principal business and address of any corporation or other organization in
which such employment is conducted.
(d) During the past five years, neither VerticalNet nor, to
VerticalNet's knowledge, any person named in Schedule I to this Schedule 13D,
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, neither VerticalNet nor, to
VerticalNet's knowledge, any person named in Schedule I to this Schedule 13D,
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of or prohibiting or
mandating activity subject to federal or state securities laws or finding any
violation with respect to such laws.
(f) To VerticalNet's knowledge, all of the directors and executive
officers of VerticalNet named in Schedule I to this Schedule 13D are citizens of
the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As an inducement for VerticalNet to enter into the Merger Agreement
described in Item 4 and in consideration thereof, certain directors and
executive officers of SierraCities, and entities affiliated with certain of such
directors and executive officers (as set forth on Schedule II hereto, the
"Stockholders"), entered into Tender Agreements with VerticalNet (See Item 4).
VerticalNet did not pay additional consideration to the Stockholders in
connection with the execution and delivery of the Tender Agreements. In
addition, the Stockholders granted VerticalNet an irrevocable proxy with respect
to the shares of Common Stock covered by the Tender Agreements.
References to, and descriptions of, the Offer, the Merger, the Merger
Agreement and the Tender Agreements as set forth herein are qualified in their
entirety by reference to the copies of the Merger Agreement and the form of
Tender Agreement, respectively, included as Exhibits 1 and 2, respectively, to
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this Schedule 13D, and are incorporated herein in their entirety where such
references and descriptions appear.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) Pursuant to an Agreement and Plan of Merger dated as of
November 6, 2000 (the "Merger Agreement"), among VerticalNet, Truckee
Acquisition Co., a newly formed Delaware corporation and wholly owned subsidiary
of VerticalNet ("Truckee"), and SierraCities, and subject to the conditions set
forth therein, Truckee will commence an exchange offer (the "Offer") to exchange
shares of VerticalNet's common stock for all issued and outstanding shares of
Common Stock. Following the Offer, Truckee will merge with and into SierraCities
and SierraCities will become a wholly owned subsidiary of VerticalNet (such
events constituting the "Merger"). Once the Merger is consummated, Truckee will
cease to exist as a corporation and all of the business, assets, liabilities and
obligations of Truckee will be merged into SierraCities with SierraCities
remaining as the surviving corporation (the "Surviving Corporation").
As a result of the Merger, each outstanding share of Common
Stock, other than shares owned by SierraCities, VerticalNet, Truckee and, if
applicable, stockholders exercising appraisal rights will be converted into the
right to receive a fraction of a share of VerticalNet common stock. Pursuant to
the Merger Agreement, the vesting of each outstanding option to purchase Common
Stock will be accelerated, and each such stock option shall be canceled and
settled in exchange for a lump sum cash payment as of the effective time of the
Merger.
The Stockholders have, by executing the Tender Agreements,
agreed to tender in the Offer the 3,817,057 shares of Common Stock beneficially
owned by them (the "Shares"). The Shares constitute approximately 20.04% of the
total outstanding shares of Common Stock as of November 6, 2000. In addition, as
part of the Tender Agreements, each Stockholder has granted to VerticalNet an
irrevocable proxy to vote or consent in writing, at every SierraCities
stockholders meeting and on every action or approval by written consent instead
of a meeting, (i) in favor of adoption and approval of the Merger Agreement and
approval of the Merger, (ii) against any proposal for a recapitalization,
merger, sale of assets or other business combination and (iii) against any other
action or agreement, the consummation of which would result in a breach of any
covenant, representation or warranty of SierraCities contained in the Merger
Agreement or would result in any obligation or agreement of SierraCities under
the Merger Agreement not to be fulfilled or would result in SierraCities being
required to pay to VerticalNet or Truckee the termination fee described in the
Merger Agreement. The Tender Agreements terminate upon the earliest of the
following: (1) termination of the Merger Agreement, (2) the date upon which the
Merger is effected, (3) the date upon which all of the Stockholder's Common
Stock is purchased by VerticalNet or Truckee pursuant to the Offer or (4) the
date upon which the Offer terminates without the purchase of Common Stock.
The purpose of the transactions under the Tender Agreements
are to assist VerticalNet and SierraCities in consummating the transactions
contemplated under the Merger Agreement.
(c) Not applicable.
(d) Upon the acceptance for exchange of shares of Common Stock pursuant
to the Offer, VerticalNet will be entitled to designate a number of directors of
SierraCities, rounded up to the next whole number, that equals the product of
(i) the total number of directors on SierraCities' board of directors and (ii)
the percentage of total outstanding shares of Common Stock owned by VerticalNet
and Truckee following the Offer. Until the merger has become effective,
SierraCities' board of directors will consist of at least two members who were
directors of SierraCities prior to the consummation of the Offer. Upon
consummation of the Merger, the directors of Truckee shall become the directors
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of the Surviving Corporation. The initial officers of the Surviving Corporation
shall be the officers of Truckee, until their respective successors are duly
elected or appointed and qualified.
(e) None, other than (i) the cancellation and payment of SierraCities
options as contemplated by the Merger Agreement and (ii) the change in the
number of outstanding shares of Common Stock as contemplated by the Merger
Agreement.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation
of Truckee, as in effect immediately prior to the Merger, shall become the
Certificate of Incorporation of the Surviving Corporation until thereafter
amended as provided by Delaware corporate law and such Certificate of
Incorporation. The name of the Surviving Corporation will be SierraCities.com
Inc. Upon consummation of the Merger, the Bylaws of Truckee, as in effect
immediately prior to the Merger, shall be the Bylaws of the Surviving
Corporation until thereafter amended.
(h) Upon consummation of the Merger, the Common Stock will cease to be
quoted on any quotation system or exchange.
(i) Upon consummation of the Merger, the Common Stock will become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act.
(j) Other than as described above, VerticalNet currently has no plan or
proposal which relates to, or may result in, any of the matters listed in Items
4(a) - (i) of Schedule 13D (although VerticalNet reserves the right to develop
such plans).
References to, and descriptions of, the Merger Agreement and the Tender
Agreements as set forth above in this Item 4 are qualified in their entirety by
reference to the copies of the Merger Agreement and the form of Tender
Agreement, respectively, included as Exhibits 1 and 2, respectively, to this
Schedule 13D, and incorporated in this Item 4 in their entirety where such
references and descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As a result of the Tender Agreements, VerticalNet may be
deemed to be the beneficial owner of 3,817,057 shares of Common Stock. Those
shares of Common Stock constitute approximately 20.04% of the issued and
outstanding shares of Common Stock, based on the number of shares of Common
Stock outstanding as of November 6, 2000 (as represented by SierraCities in the
Merger Agreement discussed in Items 3 and 4). VerticalNet may be deemed to have
the shared power to vote the shares of Common Stock with respect to those
matters described above. However, VerticalNet (i) is not entitled to any rights
as a stockholder of SierraCities as to the shares of Common Stock and (ii)
disclaims any beneficial ownership of the shares of Common Stock. VerticalNet
does not have the power to dispose of the shares of Common Stock.
(c) To the knowledge of VerticalNet, no transactions in the class of
securities reported have been effected during the past sixty days by any person
named pursuant to Item 2.
(d) To the knowledge of VerticalNet, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities of SierraCities.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Other than the Merger Agreement and the exhibits thereto, including the
Tender Agreements, to the knowledge of VerticalNet, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
and between such persons and any person with respect to any securities of
SierraCities, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangement, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies. On September 30, 1999, VerticalNet and SierraCities
entered into an agreement pursuant to which they agreed to develop and maintain
a co-branded Web site. The approximate dollar amount of the transaction was
$250,000.
<TABLE>
<CAPTION>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------
<S> <C>
1 Agreement and Plan of Merger, dated as of November 6, 2000,
by and among VerticalNet, Inc., Truckee Acquisition Co. and
SierraCities.com Inc. (incorporated by reference to Annex A
to the prospectus contained in the registration statement
filed on Form S-4 on November 16, 2000 with the Securities
and Exchange Commission by VerticalNet, Inc.).
2 Form of Tender Agreement, dated as of November 6, 2000, a
substantially similar version of which has been executed by
Depping 1999 Investment Limited Partnership, Thomas J.
Depping, Sandy B. Ho, Redstone Group, Ltd., David C.
Shindeldecker, and David L. Solomon (incorporated by
reference to Annex B to the prospectus contained in the
registration statement filed on Form S-4 on November 16,
2000 with the Securities and Exchange Commission by
VerticalNet, Inc.).
</TABLE>
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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: November 16, 2000
VERTICALNET, INC.
By: /s/ James W. McKenzie, Jr.
------------------------------
Name: James W. McKenzie, Jr.
Title: Senior Vice President, General Counsel and Secretary
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SCHEDULE I
EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF VERTICALNET, INC.
<TABLE>
<CAPTION>
NAME POSITION WITH VERTICALNET
---- -------------------------
<S> <C>
Mark L. Walsh Chairman of the Board of Directors
Joseph Galli, Jr. Director, President and Chief Executive Officer
Michael J. Hagan Director, Executive Vice President and Chief Operating Officer
Gene S. Godick Executive Vice President and Chief Financial Officer
James W. McKenzie, Jr. Senior Vice President, General Counsel and Secretary
David Kostman President, VerticalNet International
</TABLE>
All individuals named in the above table are employed by VerticalNet, LLC, a
wholly owned subsidiary of VerticalNet, Inc. The address of VerticalNet's
principal executive office is 700 Dresher Road, Horsham, PA 19044.
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SCHEDULE I (CONTINUED)
NON-EMPLOYEE DIRECTORS OF VERTICALNET, INC.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS
---- ---------------------------------- ----------------
<S> <C> <C>
Douglas A. Alexander, President & CEO, ICG Europe Internet Capital Group
Vice Chairman Cassini House
57 St. James's Street
London SW1A 1LD England
Jeffrey C. Ballowe Former President, Interactive Media and
Development Group, Ziff-Davis, Inc.
Walter W. Buckley, III Co-Founder, President and CEO, Internet Capital Internet Capital Group
Group 800 Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Satya Nadella Vice President, Microsoft bCentral, at Microsoft Microsoft Corporation
Corporation One Microsoft Way
30-3
Redmond, WA 98052-6399
Howard D. Ross Founder and Partner, LLR Equity Partners, L.P. LLR Equity Partners
The Belgravia Building
1811 Chestnut Street
Suite 210
Philadelphia, PA 19103
</TABLE>
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SCHEDULE II
<TABLE>
<CAPTION>
PERCENTAGE OF OUTSTANDING
SHARES OF SIERRACITIES
NUMBER OF SHARES OF SIERRACITIES COMMON STOCK AS OF
TENDER AGREEMENT STOCKHOLDER COMMON STOCK BENEFICIALLY OWNED NOVEMBER 6, 2000
---------------------------- ------------------------------- -------------------------
<S> <C> <C>
Depping 1999 Investment Limited 1,595,800 8.38%
Partnership
Thomas J. Depping 77,400 0.406%
Sandy B. Ho 245,990 1.29%
Redstone Group, Ltd. 1,183,151 6.21%
David C. Shindeldecker 84,867 0.445%
David L. Solomon 629,849 3.31%
------------------------ ------------------------
Total 3,817,057 20.04%
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ----------------------------------------------------------------
<S> <C>
1 Agreement and Plan of Merger, dated as of November 6, 2000, by
and among VerticalNet, Inc., Truckee Acquisition Co. and
SierraCities.com Inc. (incorporated by reference to Annex A to
the prospectus contained in the registration statement filed on
Form S-4 on November 16, 2000 with the Securities and Exchange
Commission by VerticalNet, Inc.).
2 Form of Tender Agreement, dated as of November 6, 2000, a
substantially similar version of which has been executed by
Depping 1999 Investment Limited Partnership, Thomas J. Depping,
Sandy B. Ho, Redstone Group, Ltd., David C. Shindeldecker, and
David L. Solomon (incorporated by reference to Annex B to the
prospectus contained in the registration statement filed on
Form S-4 on November 16, 2000 with the Securities and Exchange
Commission by VerticalNet, Inc.).
</TABLE>
