SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
OnDisplay, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
21218R 10 4
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 in 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).
13G
CUSIP NO. 21218R 10 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Venture Partners VI, L.P.
Tax Identification No.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
[ ]
(b)
[ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 2,594,181
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 2,594,181
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,594,181
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.51%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 21218R 10 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca VC Partners VI, L.L.P.
Tax Identification No.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
[ ]
(b)
[ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 2,594,181
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 2,594,181
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,594,181
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.51%
12) TYPE OF REPORTING PERSON*
PA
CUSIP NO. 21218R 10 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George J. Still, Jr.
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
[ ]
(b)
[ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 2,594,181
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 2,594,181
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,594,181
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.51%
12) TYPE OF REPORTING PERSON*
IN
CUSIP NO. 21218R 10 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John P. Whaley
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
[ ]
(b)
[ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 2,594,181
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 2,594,181
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,594,181
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.51%
12) TYPE OF REPORTING PERSON*
IN
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
OnDisplay,Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
12667 Alcosta Boulevard
Suite 300
San Ramon, CA 94583
Item 2(a) Name of Person Filing:
1. Norwest Venture Partners, VI, L.P.
2. Itasca VC Partners VI, L.L.P.
3. George J. Still, Jr.
4. John P. Whaley
Item 2(b) Address of Principal Business Office:
1. Itasca VC Partners, VI, L.L.P.
c/o Norwest Venture Partners
245 Lytton Avenue, Suite 250
Palo Alto, CA 94301
2. Norwest Venture Partners, VI.
c/o Norwest Venture Partners
245 Lytton Avenue, Suite 250
Palo Alto, CA 94301
3. George J. Still, Jr.
c/o Norwest Venture Partners
245 Lytton Avenue, Suite 250
Palo Alto, CA 94301
4. John P. Whaley
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
This statement is filed by Norwest Venture Partners VI, L.P. ("NVP
VI"), on behalf of all of the persons listed above pursuant to Rule
13d-1(d) and Rule 13d-1(k). NVP VI is a Minnesota limited
partnership. Itasca VC Partners VI, L.L.P., a Minnesota limited
liability partnership, is the general partner of NVP VI. George J.
Still, Jr. and John P. Whaley are the managing partner s of Itasca
VC Partners VI.
Item 2(c) Citizenship:
1. Norwest Venture Partners VI: Minnesota limited
partnership
2. Itasca VC Partners VI: Minnesota limited liability
partnership
3. George J. Still, Jr.: United States
4. John P. Whaley: United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
21218R 10 4
Item 3 Not Applicable
Item 4 Ownership:
(1) Norwest Venture Partners VI, L.P ("NVP VI"): At December 31,
1999, NVP VI owned of record 2,594,181 shares of common stock. This
amount represented 13.51% of the Issuer's total shares of common
stock outstanding at that date.
(2) Itasca VC Partners VI, L.L.P.: At December 31, 1999, Itasca VC
Partners VI owned 2,594,181 shares of common stock by virtue of its
status as the general partner of NVP VI, the record owner of such
shares. This amount represented 13.51% of the Issuer's total shares
of common stock outstanding at that date.
(3) George J. Still, Jr.: At December 31, 1999, George J. Still,
Jr. was deemed to own 2,594, 181 shares of common stock by virtue of
his status as a managing partner of Itasca VC Partners VI, the
general partner of NVP VI, the record owner of such shares. This
amount represented 13.51% of the Issuer's total shares of common
stock outstanding at that date.
(4) John P. Whaley: At December 31, 1999, John P. Whaley was
deemed to own 2,594, 181 shares of common stock by virtue of his
status as a managing partner of Itasca VC Partners VI, the general
partner of NVP VI, the record owner of such shares. This amount
represented 13.51% of the Issuer's total shares of common stock
outstanding at that date.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting persons have ceased to be
beneficial owners of more than five percent of the class of
securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not Applicable
Item 8 Identification and Classification of Members of the
Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
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: February 9, 2000
NORWEST VENTURE PARTNERS, VI, L.P.
By ITASCA VC PARTNERS VI, L.L.P., as general partner
By: /s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to
which this Agreement is attached shall be filed by Norwest Venture
Partners VI on its own behalf and on behalf of (a) Itasca VC
Partners VI, a Minnesota limited liability partnership whose general
partners are the following individuals: (a) George J. Still, Jr. and
(b) John P. Whaley.
Dated: February 9, 2000
NORWEST VENTURE PARTNERS VI, L.P.
By ITASCA VC PARTNERS VI, L.L.P.
/s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
ITASCA VC PARTNERS VI, L.L.P.
/s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
/s/ John P. Whaley
John P. Whaley
/s/ John P. Whaley
John P. Whaley, Attorney-in-Fact
George J. Still, Jr.
