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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. _____)*
LIFEMINDERS.COM, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
53219 H 108
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(CUSIP Number)
Excelsior Private Equity Fund II, Inc.
114 West 47th Street
New York, New York 10036
Attention: Douglas A. Lindgren, Chief Investment Officer
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 19, 1999
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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 that 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 ss. 240.13d-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
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 1 of 6 pages
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SCHEDULE 13D
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13D
CUSIP NO.
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Excelsior Private Equity Fund II, Inc.
22-3510108
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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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 corporation
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,261,685 shares of Common Stock
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,261,685 shares of Common Stock
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PERSON 10 SHARED DISPOSITIVE POWER
WITH None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,261,685 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.71% on November 29, 1999 - the original due date of this
report (based upon the number of outstanding shares set forth in
the Issuer's Rule 424(b)(1) Prospectus filed on November 19,
1999). As of the date of the filing of this report, the 4,261,685
shares of Common Stock constituted 18.88% of the Common Stock of
the Issuer (based upon the number of outstanding shares set forth
in the Issuer's Registration Statement on Form S-1/A filed on
February 7, 2000).
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Page 2 of 6 pages
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14 TYPE OF REPORTING PERSON
CO
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Item 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $.01 par
value per share (the "Common Stock"), of LifeMinders.com, Inc., a Delaware
corporation, the principal executive offices of which are located at 1110
Herndon Parkway, Herndon, Virginia 20170.
Item 2. IDENTITY AND BACKGROUND
Excelsior Private Equity Fund II, Inc. ("Excelsior") is a Maryland
corporation with a business address of 114 West 47th Street, New York, New York,
10036. Excelsior is a closed-end management company which operates as "business
development company" under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and which has registered its securities under the
Securities Act of 1933, as amended. Excelsior's investment objective is to
achieve long-term capital appreciation by investing in private later-stage
venture capital and middle market companies and, subject to the limitations of
the Investment Company Act, in certain venture capital, buyout and private
equity funds which Excelsior's management investment adviser, United States
Trust Company, believes offer significant long-term capital appreciation.
Excelsior has not, during the last five years, been convicted in any criminal
proceeding nor has it been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was or is
subject to any 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.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In January 1999, Excelsior purchased 1,965,280 shares of Series C
Convertible Preferred Stock of the Issuer at a price of $1.5265 per share
pursuant to a stock purchase agreement between the Issuer and the purchasers of
Series C Convertible Preferred Stock. In May 1999, Excelsior purchased 637,606
shares of Series D Convertible Preferred Stock of the Issuer at a price of
$4.7051 per share pursuant to a stock purchase agreement between the Issuer and
the purchasers of Series D Convertible Preferred Stock. In September 1999,
Excelsior purchased 556,462 shares of Series E Convertible Preferred Stock of
the Issuer at a price of $8.0868 per share pursuant to a stock purchase
agreement between the Issuer and the purchasers of Series E Convertible
Preferred Stock. Upon the closing of the Issuer's initial public offering of
Common Stock in November 1999, each share of Series C Convertible Preferred
Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred
Stock was converted into Common Stock. In September 1999, Excelsior purchased
250,000 shares of Common Stock of the Issuer from a stockholder of the Issuer at
a price of $4.00 per share. As a result of a 4:5 Common Stock split upon the
consummation of the Issuer's initial public offering in November 1999, the
3,409,348 shares of Common Stock (which number reflects the aforementioned
conversion of preferred stock into Common Stock) beneficially owned by Excelsior
before the stock split became the 4,261,685 shares of Common Stock being
reported in this Schedule 13D.
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Excelsior purchased all of the shares of Convertible Preferred Stock
and Common Stock of the Issuer with funds raised through its offering and sale
of securities pursuant to a Registration Statement on Form N-2 under the
Securities Act of 1933, as amended.
Item 4. PURPOSE OF TRANSACTION
Excelsior acquired the shares of convertible preferred stock and Common
Stock of the Issuer for investment purposes and to further its objective of
making venture capital investments in later-stage private companies and
generally attempting to realize its stated goal of long-term capital
appreciation for its stockholders. Excelsior reserves the right from time to
time to acquire additional shares or to dispose of some or all of its shares of
Common Stock. In connection with Excelsior's acquisition of Series C Convertible
Preferred Stock of the Issuer, Excelsior entered into a Stockholders Agreement
with the Issuer and certain of its stockholders, pursuant to which Douglas A.
Lindgren, Excelsior's Chief Investment Officer, was elected to the Board of
Directors of the Issuer. The Stockholders Agreement also contained arrangements
with respect to voting, rights of first refusal, tag-along rights and other
agreements relating to corporate governance. The rights and obligations of the
Stockholders Agreement terminated upon the consummation of the initial public
offering of the Issuer in November 1999. However, Mr. Lindgren remains a member
of the Issuer's Board of Directors. In addition, the rights, privileges and
preferences of the shares of Series C Convertible Preferred Stock, Series D
Convertible Preferred Stock and Series E Convertible Preferred Stock provided
the holders of shares of each such series of preferred stock with dividend
rights and liquidation preferences in priority to or pari passu with other
preferred stockholders but in any event senior to holders of Common Stock of the
Issuer. Upon the consummation of the initial public offering, all of the shares
of preferred stock of the Issuer were converted to Common Stock and the
Certificate of Incorporation of the Issuer was amended and restated in its
entirety to terminate the senior, rights, privileges and preferences of the
preferred stock.
Except as set forth above, Excelsior does not have any plan or proposal
which relates to, or would result in, any of the matters referred to in
paragraphs (a) through (j) of Item 4 of the General Instructions for Schedule
13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Based upon the number of outstanding shares of Common Stock set forth
in the Issuer's Rule 424(b)(1) Prospectus filed on November 19, 1999,
Excelsior's beneficial ownership of 4,261,685 shares of Common Stock
constitutes beneficial ownership of 21.71% of the total number of
shares of outstanding Common Stock of the Issuer as of the original due
date of this filing (November 29, 1999). As of the date hereof,
Excelsior's beneficial ownership of 4,261,685 shares of Common Stock
constituted 18.88% of the total number of shares of outstanding Common
Stock of the Issuer (based upon the number of outstanding shares of
Common Stock set forth in the Issuer's Registration Statement on Form
S-1/A filed on February 7, 2000). The Board of Directors of Excelsior
and Douglas A. Lindgren, in his capacity as Chief Investment Officer of
Excelsior Private Equity Fund II, Inc., may be deemed to own
beneficially the 4,261,685 shares of Common Stock. Each of the
Directors and Mr. Lindgren disclaims beneficial ownership of any shares
of the Issuer reported herein, extent of the extent of their respective
pecuniary interests in Excelsior.
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(b) Excelsior has the sole power to vote or to direct the vote of, and sole
power to dispose or direct the disposition of, the 4,261,685 shares of
Common Stock.
(c) During the past sixty days, Excelsior has not effected any transactions
in shares of Common Stock. In addition, during the sixty days
immediately preceding the due date for the filing of this Schedule 13D
(November 29, 1999), Excelsior did not effect any transactions in
shares of Common Stock.
(d) Excelsior's stockholders have the right to receive dividends and are
entitled to receive the proceeds from the sale of Common Stock reported
on this form.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In January 1999, Excelsior entered into a purchase agreement with the
Issuer and the other purchasers of Series C Convertible Preferred Stock of the
Issuer, pursuant to which Excelsior purchased 1,965,280 shares of Series C
Convertible Preferred Stock of the Issuer at a price of $1.5265 per share. In
connection with the issuance and sale of Series C Convertible Preferred Stock,
Excelsior became a party to a Stockholders Agreement with the Issuer and certain
other stockholders of the Issuer, pursuant to which Douglas A. Lindgren,
Excelsior's Chief Investment Officer, was elected to the Board of Directors of
the Issuer. The Stockholders Agreement also contained arrangements with respect
to voting, rights of first refusal, tag-along rights and other agreements
relating to corporate governance. The rights and obligations of the Stockholders
Agreement terminated upon consummation of the initial public offering of the
Issuer in November 1999. In addition, Excelsior entered into a Registration
Rights Agreement with the Issuer and the other holders of preferred stock of the
Issuer, pursuant to which Excelsior was granted certain piggy-back and demand
registration rights.
In May 1999, Excelsior entered into a purchase agreement with the
Issuer and the other purchasers of Series D Convertible Preferred Stock of the
Issuer, pursuant to which Excelsior purchased 637,606 shares of Series D
Convertible Preferred Stock of the Issuer at a price of $4.7051 per share.
In September 1999, Excelsior entered into a purchase agreement with the
Issuer and the other purchasers of Series E Convertible Preferred Stock of the
Issuer, pursuant to which Excelsior purchased 556,462 shares of Series E
Convertible Preferred Stock of the Issuer at a price of $8.0868 per share.
In September 1999, Excelsior entered into a purchase agreement with a
stockholder of the Issuer, pursuant to which Excelsior purchased 250,000 shares
of Common Stock of the Issuer at price of $4.00 per share.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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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: March 6, 2000
/s/ Douglas A. Lindgren
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Name: Douglas A. Lindgren
Title: Chief Investment Officer
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