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. )1
CAIS INTERNET, INC.
(Name of Issuer)
Common Stock -- par value $.01 per share
(Title of Class of Securities)
12476Q102
(CUSIP Number)
Sean P. McGuinness, Esq.
Swidler Berlin Shereff Friedman, LLP
3000 K Street, N.W., Suite 300, Washington, D.C. 20007
202-424-7500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 1999
(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.
(Continued on following pages)
(Page 1 of 6 Pages)
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1 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 be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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
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CUSIP No. 12476Q102 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON: Ulysses G. Auger, Sr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
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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 PF
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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
United States of America
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7 SOLE VOTING POWER
4,801,806 Shares of Common Stock
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 4,801,806 Shares of Common Stock
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,801,806 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)
24.2%
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14 TYPE OF REPORTING PERSON IN
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (the "Statement") relates to the
common stock, par value $.01 per share (the "Common Shares"), of CAIS
Internet, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal
executive offices are located at 1255 22nd Street, NW, 4th Floor, Washington,
D.C. 20037.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Ulysses G. Auger, Sr. ("Mr. Auger")
(b) c/o CAIS Internet, Inc.
1255 22nd Street, NW
4th Floor
Washington, D.C. 20037
(c) Mr. Auger is a private investor and a director of the Issuer.
(d) Mr. Auger has not been, during the past five years, convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Auger has not been, during the past five years, a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which he 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) Mr. Auger is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Common Shares held by Mr. Auger were acquired (i) with approximately
$42,142.75 of personal funds in connection with the initial capitalization of
the Issuer, (ii) pursuant to a corporate reorganization of the Issuer and its
affiliates in October 1998 in which Mr. Auger received 505,776 Common Shares
in exchange for his ownership interest in certain of the Issuer's affiliates,
and (iii) upon the conversion of the Series B cumulative mandatory redeemable
convertible preferred stock (the "Series B shares") in connection with
Issuer's initial public offering. The Series B shares were issued in
satisfaction of certain notes payable in the amount of $4,172,757.00
(including accrued interest) due from the Issuer and CAIS, Inc., the Issuer's
subsidiary, to Mr. Auger.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Auger acquired the Common Shares for investment purposes. Mr. Auger
has no present plans or proposals for disposition of the shares beneficially
owned by him or for acquisition of additional shares. Mr. Auger, however,
expects to evaluate on a continuing basis his goals and objectives, other
business opportunities available to him and general economic and equity market
Page 3 of 6 Pages
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conditions, as well as the Issuer's business operations and prospects. Based
on such evaluations, Mr. Auger may change his plans and intentions and may
determine to sell or otherwise dispose of some or all of the shares
beneficially owned by him or to acquire additional shares.
Except as described herein, Mr. Auger has no plans or proposals which
relate to or would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(d) Any change in the Issuer's present board of directors or
management, including any plans or proposals to change the
number or term of directors or to fill any existing
vacancies on the Issuer's board of directors;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter or bylaws or other actions
which may impede the acquisition of control of the Issuer by
any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Auger beneficially owns 4,801,806 Common Shares (the
"Auger Shares"). The Auger Shares represent
approximately 24.2% of the outstanding Common Shares.
(b) Mr. Auger has the sole power to vote and dispose of
the Auger Shares.
(c) During the 60 days preceding the date of this Statement,
Mr. Auger acquired 75,068 of the Auger Shares in connection
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with the conversion of preferred stock as a result of the
Issuer's initial public offering.
(d) No other person is known by Mr. Auger to have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Shares
beneficially owned by Mr. Auger.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except for the attached Lock-up Agreement, Mr. Auger does not have any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 7.1 Lock-up Agreement
Page 5 of 6 Pages
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SIGNATURES
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: June 3, 1999
/s/ Ulysses G. Auger, Sr.
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Ulysses G. Auger, Sr.
Page 6 of 6 Pages
EXHIBIT 7.1
April 14, 1999
Bear, Stearns & Co. Inc.
CIBC Oppenheimer Corp.
First Union Capital Markets Corp.
Friedman, Billings, Ramsey & Co., Inc.
Wit Capital Corporation
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, NY 10167
Re: CAIS Internet, Inc.
Dear Sirs:
The undersigned is the beneficial or record owner of securities or rights
to securities (herein referred to as the "Securities"), of CAIS Internet,
Inc., a Delaware corporation (the "Company"). The undersigned understands
that the Company currently intends to file with the Securities and Exchange
Commission a Registration Statement on Form S-1 (the "Registration
Statement"), for the registration of the Company's common stock, which will be
underwritten by a group of underwriters for whom Bear, Stearns & Co. Inc.
("Bear Stearns"); CIBC Oppenheimer Corp., First Union Capital Markets Corp.,
Friedman, Billings, Ramsay & Co., Inc. and Wit Capital Corporation will act as
representatives.
The undersigned agrees that the undersigned will not, without the prior
consent of Bear Stearns, directly or indirectly for a period of 180 days from
the date the Registration Statement has been declared effective: (1) offer for
sale, contract to sell, sell, pledge or otherwise dispose of (or enter into
any transaction or device which is designed to, or could be expected to,
result in the disposition by any person at any time in the future of) any
Securities or securities convertible into, exercisable or exchangeable for, or
represent the right to receive, Securities or sell or grant options, rights or
warrants with respect to any Securities or register for sale any outstanding
Securities; or (2) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic benefits or
risks of ownership of such Securities or securities, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery
of Securities or other securities, in cash or otherwise.
Notwithstanding the foregoing, (i) gifts or (ii) transfers to (A) the
undersigned's immediate family or (B) a trust or partnership the beneficiaries
and sole partners of which are
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members of the undersigned's immediate family and/or the undersigned, shall
not be prohibited by this agreement if the donee or transferee agrees in
writing to be bound by the foregoing in the same manner as it applies to the
undersigned. "Immediate family" shall mean spouse, lineal descendants,
father, mother, brother or sister to the transferor. This agreement shall not
prohibit the exercise of any stock options, except that the Securities
obtained upon any such exercise shall be subject to the limitations on
disposition herein.
Very truly yours,
Ulysses G. Auger, Sr. By: /s/ Ulysses G. Auger, Sr.
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Printed Name of Security Holder Name: Ulysses G. Auger, Sr.
Title: Director
