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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)*
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ONVIA.COM, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
68338T 10 6
(CUSIP number)
Henry N. Nassau, Esq.
Managing Director and General Counsel
Internet Capital Group, Inc.
The 800 Building
435 Devon Park Drive
Wayne, Pennsylvania 19087
(Name, address and telephone number of
Person Authorized to Receive Notices
and Communications)
Copy to:
Christopher G. Karras, Esq.
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
March 15, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13D-7 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.
This 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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CUSIP No. 68338T 10 6
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INTERNET CAPITAL GROUP, INC.
23-2996071
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE
INSTRUCTIONS
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 17,184,810
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 17,184,810
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,184,810
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE CO
INSTRUCTIONS
________________________________________________________________________________
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, par value $0.0001 per share (the "Common Stock"), of Onvia.com, Inc. (the
"Issuer"). The principal place of business of the Issuer is 1000 Dexter Avenue,
Suite 400, Seattle, Washington 98109.
ITEM 2. IDENTITY AND BACKGROUND
The name of the filing person is Internet Capital Group, Inc., a
Delaware corporation ("ICG"). ICG is an Internet company actively engaged in
business-to-business e-commerce through a network of partner companies. ICG
provides operational assistance, capital support, industry expertise and a
strategic network of business relationships intended to maximize the long-term
market potential of its business-to-business e-commerce partner companies. The
address of ICG's principal business and principal office is The 800 Building,
435 Devon Park Drive, Wayne, Pennsylvania 19087.
(d) During the last five years, neither ICG nor any of its executive
officers or directors has been convicted in a criminal proceeding.
(e) During the last five years, neither ICG nor any of its executive
officers or directors has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 25, 1999, ICG used its working capital to purchase 8,552,972
shares of Series A Preferred Stock at $0.58 per share.
On September 30, 1999, ICG used its working capital to purchase
5,235,906 shares of Series B Preferred Stock at $1.72 per share.
On December 20, 1999, ICG used its working capital to purchase 729,266
shares of Series C Preferred Stock at $6.86 per share.
In connection with the Issuer's initial public offering completed on
March 6, 2000, shares of preferred stock were converted into 14,518,144 shares
of Common Stock on a one-for-one basis.
On March 15, 2000, ICG used its working capital to purchase 2,666,666
shares of Common Stock from the Issuer in a private transaction at $21 per
share.
All share numbers have been adjusted for the Issuer's two-for-one stock
split effected in February 2000.
ITEM 4. PURPOSE OF TRANSACTION
ICG has acquired the Common Stock as part of its operating strategy to
integrate ICG's partner companies into a collaborative network that leverages
its collective knowledge and resources. With the goal of holding its partner
company interests for the long-term, ICG uses these collective resources to
actively develop the business strategies, operations and management teams of the
Issuer and its other partner companies. ICG intends to review, from time to
time, its interest investment in the Issuer
Page 3 of 5
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on the basis of various factors, including but not limited to the Issuer's
business, financial condition, results of operations and prospects, synergies
with other partner companies and integration in the network, general economic
and industry conditions, as well as other developments and other acquisition
opportunities. Based upon those considerations, ICG may seek to acquire
additional shares of Common Stock on the open market or in privately negotiated
transactions, or to dispose of all or a portion of the Common Stock.
Except as set forth above, ICG has not formulated any plans or proposals
of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b) ICG may be deemed to be the beneficial owner with sole power to
vote and dispose of a total of 17,184,810 shares of Common Stock (or 21.8% of
the outstanding Common Stock) as calculated in accordance with Rule 13d-3(d).
(c) See Item 3 above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among ICG and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any securities of
the Issuer, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
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Signature
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated March 24, 2000 INTERNET CAPITAL GROUP, INC.
By:/s/ David D. Gathman
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David D. Gathman
Chief Financial Officer
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