UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WEBSENSE, INC.
------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
------------------------------------------------------------------------------
(Title of Class of Securities)
947684106
------------------------------------------------------------------------------
(CUSIP Number)
PHILIP G. TRUBEY
JANET A. McVEIGH
P.O. BOX 1285
RANCHO SANTA FE, CALIFORNIA 92067
with a copy to:
RICHARD L. KINTZ, ESQUIRE
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
501 WEST BROADWAY, 19TH FLOOR
SAN DIEGO, CALIFORNIA 92101
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
OCTOBER 23, 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 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.
-1-
<PAGE>
*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).
(Continued on following page(s))
-2-
<PAGE>
SCHEDULE 13D
CUSIP No. 947684106 Page 3 of 12 Pages
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHILIP G. TRUBEY
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [X]
(b) [ ]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
NOT APPLICABLE
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,580,400
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH NONE
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,580,400
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
-3-
<PAGE>
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,580,400
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[X]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.22%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------------------------------------------------------------------------
-4-
<PAGE>
SCHEDULE 13D
CUSIP No. 947684106 Page 5 of 12 Pages
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JANET A. McVEIGH
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [X]
(b) [ ]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
NOT APPLICABLE
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,219,000
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH NONE
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,219,000
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
-5-
<PAGE>
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,219,000
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[X]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.36%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------------------------------------------------------------------------
-6-
<PAGE>
SCHEDULE 13D
Philip G. Trubey and Janet A. McVeigh hereby amend that certain
statement on Schedule 13D filed with the Securities and Exchange Commission
("SEC") on May 1, 2000, with respect to the Common Stock ("Common Stock") of
Websense, Inc. ("Websense"). This statement reflects the sale by Janet A.
McVeigh of certain shares of Common Stock of Websense.
Item 1. Security and Issuer
------- -------------------
This statement relates to the Common Stock, par value $0.01 per
share of Websense. The address of the principal executive office of Websense is:
10240 Sorrento Valley Road
San Diego, California 92121
Item 2. Identity and Background
------- -----------------------
Information Regarding Philip G. Trubey:
--------------------------------------
(a) Name: Philip G. Trubey ("Trubey")
(b) Business Address: Merchandising Avenue, Inc., 5355 Mira
Sorrento Place, Suite 700, San Diego, California 92121
(c) Principal Occupation: President, Merchandising Avenue, Inc.,
5355 Mira Sorrento Place, Suite 700, San Diego, California 92121
(d) Criminal convictions: None
(e) Securities violations: None
(f) Citizenship: Canada
Information Regarding Janet A. McVeigh:
--------------------------------------
(a) Name: Janet A. McVeigh ("McVeigh")
(b) Business Address: Airfiber, Inc., 16510 Via Esprillo,
San Diego, California 92127
(c) Principal Occupation: Vice President of Marketing, Airfiber,
Inc., 16510 Via Esprillo, San Diego, California 92127
(d) Criminal convictions: None
-7-
<PAGE>
(e) Securities violations: None
(f) Citizenship: Canada
Item 3. Source and Amount of Funds or Other Consideration
------- -------------------------------------------------
In January 1996, Trubey and McVeigh founded NetPartners Internet
Solutions, Inc., a California corporation ("NetPartners California"), and in
consideration of the payment by each of them to NetPartners California of
$1,000, they each received separately 1,000 shares of Common Stock of
NetPartners California. In March 1997, NetPartners California carried out a
3,500 to 1 stock split pursuant to which Trubey and McVeigh each received
3,500,000 shares of Common Stock. In April 1998, NetPartners California, merged
with and into NetPartners Internet Solutions, Inc., a Delaware corporation
("NetPartners Delaware"), in a transaction in which the holders of Common Stock
of NetPartners California received shares of Common Stock of NetPartners
Delaware on a one to one basis. In this regard, Trubey and McVeigh each received
3,500,000 shares of Common Stock of NetPartners Delaware in exchange for their
shares of stock of NetPartners California.
On July 3, 1998, Trubey and McVeigh married each other. In February
1999, Trubey and McVeigh resigned as officers and directors of NetPartners
Delaware and as a result of certain agreements with the company and investors,
John Stiska was elected to the Board of Directors of NetPartners Delaware to
represent the interests of Trubey and McVeigh. Beginning on or about August 20,
1999, and in sales thereafter, Trubey and McVeigh each sold 620,000 shares of
Common Stock to various persons and other shareholders of NetPartners Delaware,
leaving Trubey and McVeigh each owning separately 2,880,000 shares of Common
Stock of NetPartners Delaware. On June 28, 1999, NetPartners Delaware changed
its name to Websense, Inc. On or about March 27, 2000, as part of the initial
public offering of Websense, Trubey and McVeigh each sold 300,000 shares of
Common Stock of Websense. In a separate transaction, at the time of the initial
public offering, Trubey purchased 5,000 shares of registered Common Stock
reserved for persons with certain business or other relationships with Websense
at $18.00 per share. On the same day, Trubey sold 4,500 of such shares to
certain friends and family members for $18.00 per share. Of the remaining 500
shares of Common Stock, Trubey sold 100 shares on or about April 21, 2000 in the
open market for $38.00 per share and continues to own the remaining 400 shares
he purchased in the initial public offering. As a further result of the
completion of the initial public offering of Websense, Trubey and McVeigh no
longer have any special right to be represented by John Stiska, or any other
person, on the Board of Directors of Websense and have terminated their business
representation agreement with John Stiska regarding any further board
representation. Trubey currently owns 2,580,400 shares of Common Stock of
Websense and McVeigh currently owns 2,219,000 shares of Common Stock of
Websense.
The source of funds for the payment by Trubey and McVeigh of such
Common Stock owned by them was from their respective personal funds. Neither
Trubey nor McVeigh purchased any Common Stock with borrowed funds.
-8-
<PAGE>
Item 4. Purpose of Transaction
------- ----------------------
Trubey and McVeigh each hold their respective shares of Common Stock
for investment purposes. Trubey and McVeigh are joining together in the filing
of this statement since they may be deemed to be a group within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934 ("Exchange Act").
Depending upon, among other things, various factors, including
Websense's financial condition, business and prospects, other developments
concerning Websense, price levels of Websense Common Stock, other business
opportunities available to Trubey and McVeigh, and other general economic,
monetary and stock market conditions, and in accordance with all applicable
federal and state laws and any and all contracts or agreements that may limit
such transactions, Trubey and McVeigh expect, from time-to-time, to sell shares
of Common Stock.
Other than as indicated above, neither Trubey nor McVeigh have any
present plans or proposals which relate to or would result in any of the
following: (i) the acquisition or disposition of any securities of Websense;
(ii) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Websense, or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of Websense or any of its subsidiaries;
(iv) any change in the present board of directors or management of Websense,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board; (v) any material change in the present
capitalization or dividend policy of Websense; (vi) any other material change in
Websense's business or corporate structure; (vii) any material changes in
Websense's charter or bylaws or other actions which may impede the acquisition
of the control of Websense by any persons; (viii) cause a class of securities of
Websense to be delisted from a national securities exchange or to cease to be
authorized to be quoted on an inter-dealer quotation system of a registered
national securities association; (ix) cause a class of equity securities of
Websense becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (x) engaging in any actions similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer
------- ------------------------------------
(a) Trubey is the direct beneficial owner of 2,580,400 shares of
Common Stock, representing approximately 13.22% of the outstanding Common Stock
of Websense, and McVeigh is the direct beneficial owner of 2,219,000 shares of
Common Stock, representing approximately 11.36% of the outstanding Common Stock
of Websense (based on the number of shares of Common Stock outstanding on August
1, 2000). By virtue of the fact that Trubey and McVeigh are married to each
other, each may also be deemed to be an indirect beneficial owner of the other's
shares of Common Stock such that either or both Trubey or McVeigh may be deemed
the beneficial owner of an aggregate of 4,799,400 shares of Common Stock of
Websense representing approximately 24.58% of the outstanding Common Stock of
Websense. However, notwithstanding the foregoing, for purposes of Rule 13d-4 [17
CFR 240.13d-4] under the Exchange Act, Trubey expressly disclaims beneficial
-9-
<PAGE>
ownership of the 2,219,000 shares of Common Stock owned by McVeigh, and McVeigh
expressly disclaims beneficial ownership of the 2,580,400 shares of Common Stock
owned by Trubey.
(b) Trubey has the sole power to vote or to direct the vote and the
sole power to dispose of, or to direct the disposition of, the 2,580,400 shares
of Common Stock directly owned by him. McVeigh has the sole power to vote or to
direct the vote and the sole power to dispose of, or to direct the disposition
of, the 2,219,000 shares of Common Stock directly owned by her.
(c) From October 10, 2000, McVeigh has effected the following sales
of Websense Common Stock on the open market:
(1) On October 27, 2000, McVeigh sold 15,000 shares of
Websense Common Stock at $17.937 per share.
(2) On October 27, 2000, McVeigh sold 20,000 shares of
Websense Common Stock at $18.062 per share.
(3) On October 26, 2000, McVeigh sold 50,000 shares of
Websense Common Stock at $19.50 per share.
(4) On October 25, 2000 McVeigh sold 5,000 shares of Websense
Common Stock at $20.125 per share.
(5) On October 25, 2000 McVeigh sold 5,000 shares of Websense
Common Stock at $20.312 per share.
(6) On October 25, 2000 McVeigh sold 10,000 shares of Websense
Common Stock at $19.750 per share.
(7) On October 25, 2000 McVeigh sold 5,000 shares of Websense
Common Stock at $19.875 per share.
(8) On October 25, 2000 McVeigh sold 5,000 shares of Websense
Common Stock at $20.00 per share.
(9) On October 25, 2000 McVeigh sold 5,000 shares of Websense
Common Stock at $19.50 per share.
(10) On October 24, 2000, McVeigh sold 10,000 shares of
Websense Common Stock at $19.250 per share.
(11) On October 24, 2000, McVeigh sold 5,000 shares of
Websense Common Stock at $19.437 per share.
-10-
<PAGE>
(12) On October 24, 2000, McVeigh sold 5,000 shares of
Websense Common Stock at $19.562 per share.
(13) On October 24, 2000, McVeigh sold 5,000 shares of
Websense Common Stock at $19.687 per share.
(14) On October 24, 2000, McVeigh sold 10,000 shares of
Websense Common Stock at $20.000 per share.
(15) On October 23, 2000, McVeigh sold 10,000 shares of
Websense Common Stock at $18.625 per share.
(16) On October 23, 2000, McVeigh sold 10,000 shares of
Websense Common Stock at $18.500 per share.
(17) On October 23, 2000, McVeigh sold 28,000 shares of
Websense Common Stock at $18.562 per share.
(18) On October 23, 2000, McVeigh sold 20,000 shares of
Websense Common Stock at $18.750 per share.
(19) On October 20, 2000, McVeigh sold 20,000 shares of
Websense Common Stock at $17.937 per share.
(20) On October 20, 2000, McVeigh sold 10,000 shares of
Websense Common Stock at $18.000 per share.
(21) On October 20, 2000, McVeigh sold 10,000 shares of
Websense Common Stock at $18.062 per share.
(22) On October 17, 2000, McVeigh sold 10,000 shares of
Websense Common Stock at $21.812 per share.
(23) On October 16, 2000, McVeigh sold 14,000 shares of
Websense Common Stock at $22.750 per share.
(24) On October 13, 2000, McVeigh sold 10,000 shares of
Websense Common Stock at $22.000 per share.
(25) On October 12, 2000, McVeigh sold 10,000 shares of
Websense Common Stock at $22.250 per share.
(26) On October 11, 2000, McVeigh sold 5,000 shares of
Websense Common Stock at $22.625 per share.
-11-
<PAGE>
(27) On October 11, 2000, McVeigh sold 10,000 shares of
Websense Common Stock at $22.875 per share.
(28) On October 11, 2000, McVeigh sold 10,000 shares of
Websense Common Stock at $22.875 per share.
(29) On October 11, 2000, McVeigh sold 10,000 shares of
Websense Common Stock at $23.000 per share.
(30) On October 11, 2000, McVeigh sold 4,000 shares of
Websense Common Stock at $23.375 per share.
(31) On October 10, 2000, McVeigh sold 5,000 shares of
Websense Common Stock at $22.750 per share.
(32) On October 10, 2000, McVeigh sold 10,000 shares of
Websense Common Stock at $23.000 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
------- ---------------------------------------------------------------------
to Securities of the Issuer.
----------------------------
In connection with the initial public offering of Websense on or
about March 27, 2000, Trubey and McVeigh entered into several agreements with
certain underwriters. Additionally, Trubey and McVeigh each entered into certain
Lock Up Agreements dated as of January 19, 2000 ("Lock Up Agreements") that
provided that no shareholder shall "directly or indirectly, sell, offer,
contract to sell, transfer the economic risk of ownership, and make any short
sale, pledge or otherwise dispose of any shares of Common Stock or any
securities convertible into or exchangeable or exercisable for any other rights
to purchase or acquire Common Stock, without the prior written consent of
Hambrecht & Quist LLC (or its successor entity) acting alone for a period of 180
days from the effective date of the Registration Statement." On September 23,
2000, the Lock Up Agreements expired.
Other than as indicated above, Trubey and McVeigh have not entered
into any contracts, arrangements, understandings or relationships (legal or
otherwise) with such persons and any person with respect to any securities of
Websense, including but not limited to transfer or voting of any of the
securities, 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, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered into.
Item 7. Material to be Filed as Exhibits
------- --------------------------------
Joint Filing Agreement.
-12-
<PAGE>
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: October 31, 2000
By: /s/ Philip G. Trubey
___________________________
Philip G. Trubey
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: October 31, 2000
By: /s/ Janet A. McVeigh
___________________________
Janet A. McVeigh
-13-
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13D-1(f) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a statement on Schedule 13D (including amendments thereto)
with respect to the common stock, par value of $0.01 per share, of Websense,
Inc. and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filings. In evidence thereof, the undersigned, being duly
authorized, hereby execute this Agreement this 31st day of October, 2000.
By: /s/ Philip G. Trubey
___________________________
Philip G. Trubey
By: /s/ Janet A. McVeigh
___________________________
Janet A. McVeigh
-14-
