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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
FlashNet Communications, Inc.
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(NAME OF ISSUER)
Common Stock, no par value
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(TITLE OF CLASS OF SECURITIES)
338527 10 4
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(CUSIP NUMBER)
M. Scott Leslie, 1812 North Forest Park Boulevard, Fort Worth, Texas 76102
(817) 332-8883
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
March 15, 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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page should 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).
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SCHEDULE 13D
CUSIP No. 338527 10 4 Page 1 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fourteen Hill Capital, L.P.
Fourteen Hill Management, L.L.C.
Point West Capital Corporation
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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*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
NUMBER OF
SHARES 1,120,266
BENEFICIALLY --------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,120,266
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,120,266
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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)
8.4%
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14 TYPE OF REPORTING PERSON*
PN, OO, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, no par value ("Common
Stock"), of FlashNet Communications, Inc. ("FlashNet"). The address
of the principal executive offices of FlashNet is:
1812 North Forest Park Boulevard
Fort Worth, Texas 76102
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME:
This Schedule 13D is being filed by Fourteen Hill Capital, L.P.,
Fourteen Hill Management, L.L.C., the general partner ("General
Partner") of Fourteen Hill Capital, L.P., and Point West Capital
Corporation ("Member"), a publicly held corporation, and the sole
member of Fourteen Hill Management, L.L.C.
(b) BUSINESS ADDRESS:
The principal executive office for both Fourteen Hill Capital,
L.P., General Partner and Member is 1700 Montgomery Street, Suite
25, San Francisco, California 94111.
(c) BUSINESS PURPOSE:
Fourteen Hill Capital is engaged in the business of making small
business investments.
General Partner is engaged in the business of managing small
business investment companies.
Member is engaged in the business of financial services.
(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS:
During the previous five years, neither Fourteen Hill Capital,
L.P., nor General Partner, nor Member, nor, to the best knowledge
of Fourteen Hill Capital, L.P., General Partner and Member, any
director or executive officer of Fourteen Hill Capital, L.P.,
General Partner or Member, (a) has been convicted in a criminal
proceeding or (b) has been a party in a civil or administrative
proceeding involving an alleged violation of any state or federal
securities laws.
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(e) STATE OF ORGANIZATION:
Fourteen Hill Capital, L.P. is a Delaware limited partnership.
General Partner is a Delaware limited liability company.
Member is a Delaware corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In May and August of 1998 Fourteen Hill Capital, L.P. purchased a
total of 329,490 shares of FlashNet's Series A Convertible Preferred
Stock for $2,000,000. The source of funds for such purchase was
working capital. On March 19, 1999, the date of consummation of
FlashNet's initial public offering, Fourteen Hill Capital, L.P.'s
shares of preferred stock were automatically converted into 1,120,266
shares of FlashNet's Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Fourteen Hill Capital, L.P. acquired the FlashNet Common Stock as
described above and holds the Common Stock as an investment. Fourteen
Hill Capital, L.P., General Partner and Member intend for FlashNet's
Common Stock to continue to be eligible for trading on the NASDAQ
National Market. Fourteen Hill Capital, L.P., General Partner or
Member may make purchases of FlashNet Common Stock from time to time
and may dispose of any or all of such shares held by them at any time
following the expiration of a lock-up period on September 11, 1999
(pursuant to the Lock-Up Agreement described below). Neither Fourteen
Hill Capital, L.P., nor General Partner, nor Member have present plans
nor contemplate any present proposals that would result in any of the
transactions described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Fourteen Hill Capital, L.P., General Partner and Member are the
beneficial owners of 1,120,266 shares of FlashNet's Common Stock (or
approximately 8.4% of its outstanding shares). Fourteen Hill Capital,
L.P., General Partner and Member share the power to vote and dispose
of all these shares.
Except as set forth above, neither Fourteen Hill Capital, L.P., nor
General Partner, nor Member nor, to the best knowledge of Fourteen
Hill Capital, L.P., General Partner and Member, any director or
executive officer of Fourteen Hill Capital, L.P., General Partner or
Member beneficially own any of the FlashNet Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Fourteen Hill Capital, L.P. is a party to a Lock-Up Agreement entered
into in connection with FlashNet's initial public offering which
restricts its disposition of its
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shares of FlashNet Common Stock for a period of 180 days following
March 15, 1999. Except as set forth above, no contracts,
arrangements, understandings or relationships (legal or otherwise)
exist among the persons named in Item 2 or between such persons and
any other persons with respect to any securities of FlashNet,
including, but not limited to transfer or voting of such securities,
finders' fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of property, division of profits or loss, or the
giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
4.1 Lock-Up Agreement, dated October 14, 1998, among Fourteen Hill
Capital, LP and FlashNet Communications, Inc.
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 23, 1999
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FOURTEEN HILL CAPITAL, L.P.
By: FOURTEEN HILL MANAGEMENT,
L.L.C., its General Partner
By: /s/ Alan Perper
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Name: Alan Perper
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Title: President
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Date: March 23, 1999
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FOURTEEN HILL MANAGEMENT, L.L.C.
By: /s/ Alan Perper
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Name: Alan Perper
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Title: President
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Date: March 23, 1999
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POINT WEST CAPITAL CORPORATION
By: /s/ Alan Perper
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Name: Alan Perper
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Title: President
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FLASHNET COMMUNICATIONS, INC.
LOCK-UP AGREEMENT
BancBoston Robertson Stephens Inc.
J.C. Bradford & Co.
EVEREN Securities, Inc.
c/o BancBoston Robertson Stephens Inc.
555 California Street
Suite 2600
San Francisco, California 94104
Ladies/Gentlemen:
The undersigned understands that you, as representatives, propose to
enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf
of the several Underwriters to be named on Schedule A to such agreement
(collectively, the "Underwriters"), with FlashNet Communications, Inc. (the
"Company") providing for an initial public offering (the "Public Offering")
of certain shares of the Common Stock of the Company (the "Shares") pursuant
to a Registration Statement on Form S-1 (the "Registration Statement") to be
filed with the Securities and Exchange Commission (the "Commission").
In consideration of the agreement by the Underwriters to offer and sell
the Shares in the Public Offering, and of certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned agrees that the undersigned will not, for a period of 180
days from the date that the Registration Statement is declared effective by
the Commission (the "Lock-Up Period"), offer to sell, contract to sell, or
otherwise sell, dispose of, loan, pledge or grant any rights with respect to
(collectively, a "Disposition") any shares of Common Stock, any options or
warrants to purchase any shares of Common Stock or any securities convertible
into or exchangeable for shares of Common Stock (collectively,
"Securities"), now owned directly by the undersigned or hereafter acquired by
the undersigned or with respect to which the undersigned has the power of
disposition or hereafter acquires the power of disposition, otherwise than
(i) as a bona fide gift or gifts, provided the donee or donees thereof agree
in writing to be bound by this restriction, (ii) as a distribution to
partners or shareholders of the undersigned, provided that the distributees
thereof agree in writing to be bound by the terms of this restriction, or
(iii) with the prior written consent of BancBoston Robertson Stephens Inc.
The undersigned agrees that the foregoing restriction expressly
precludes the undersigned from engaging in any hedging or other transaction
which is designed to or reasonably expected to lead to or result in a
Disposition of Securities during the Lock-Up Period, even if such Securities
would be disposed of by someone other than the undersigned. Such prohibited
hedging or other transactions would include, without limitation, any short
sale (whether or not against the box) or any purchase, sale or grant of any
right (including, without limitation, any put or call option) with
LOCK-UP AGREEMENT Page 1
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respect to any Securities or with respect to any security (other than a
broad-based market basket or index) that includes, relates to or derives any
significant part of its value from Securities. Furthermore, the undersigned
also agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent against the transfer of the Securities held by the
undersigned except in compliance with this restriction.
In addition, the undersigned agrees that, without the prior written
consent of BancBoston Robertson Stephens Inc., the undersigned will not,
during the Lock-Up Period, make any demand for or exercise any right with
respect to, the registration of Securities, except in connection with any
registration of Securities by the Company for any other Shareholder of the
company.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Public Offering. The undersigned further understands that this Lock-Up
Agreement is irrevocable and shall be binding upon the undersigned's heirs,
legal representatives, successors and assigns.
If for any reason the Underwriting Agreement shall be terminated prior
to the closing of the delivery of the Shares to the Underwriters thereunder,
this Lock-Up Agreement shall likewise be terminated.
Dated: October 14, 1998
Very truly yours,
For Entity: For Individual:
FOURTEEN HILL CAPITAL, LP
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Name of Entity
By Fourteen Hill Management, LLC
Its General Partner ---------------------------------
By Point West Capital Corp (Print Name)
Its Sole Member
By: /s/ CHRIS P. RODSKOG
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Its: SENIOR VICE PRESIDENT Additional Signature (if held
------------------------------------ jointly)
Chris P. Rodskog
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(Print Name)
LOCK-UP AGREEMENT Page 2
