SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
NETVOICE TECHNOLOGIES CORPORATION
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
64107Y103
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(CUSIP Number)
BG Media Intermediate Fund L.P.
400 Madison Avenue, 20th Floor
New York, NY 10017
Attention: J. William Grimes
(212) 207-3720
with a copy to:
Bruce J. Lieber, Esq.
Dechert
30 Rockefeller Plaza, New York, NY 10012
(212) 698-3579
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 1, 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(b)(3) or (4), check the following box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all
<PAGE>
exhibits. See Rule 13d-7(b) 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.
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).
Page 2 of 15 Pages
Exhibit Index Appears on Page 15
<PAGE>
Schedule 13D
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CUSIP No. 64107Y103 Page 3 of 15 Pages
--------------------------- -----------------------------
-------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BG Media Intermediate Fund L.P.
-------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
-------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E)
[ ]
-------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
-------- -----------------------------------------------------------------------
--------- -------------------------------------------
7 SOLE VOTING POWER
Number of Shares
Beneficially 0
owned by --------- -------------------------------------------
each reporting 8 SHARED VOTING POWER
person
with See item 5.
--------- -------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
See item 5.
-------------------------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See item 5.
-------------------------- -----------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[ ]
-------------------------- -----------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See item 5.
-------------------------- -----------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-------------------------- -----------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
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CUSIP No. 64107Y103 Page 4 of 15 Pages
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-------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BG Media Intermediate Investors L.L.C.
-------- -----------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
-------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E)
[ ]
-------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
-------- -----------------------------------------------------------------------
--------- -------------------------------------------
7 SOLE VOTING POWER
Number of Shares
Beneficially 0
owned by --------- -------------------------------------------
each reporting person 8 SHARED VOTING POWER
with
See item 5.
--------- -------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
See item 5.
-------------------------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See item 5.
-------------------------- -----------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[ ]
-------------------------- -----------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See item 5.
-------------------------- -----------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
-------------------------- -----------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
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CUSIP No. 64107Y103 Page 5 of 15 Pages
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-------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. William Grimes
-------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
-------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E)
[ ]
-------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
-------- -----------------------------------------------------------------------
--------- -------------------------------------------
7 SOLE VOTING POWER
Number of Shares
Beneficially 0
owned by --------- -------------------------------------------
each reporting person 8 SHARED VOTING POWER
with
See item 5.
--------- -------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
See item 5.
-------------------------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See item 5.
-------------------------- -----------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[ ]
-------------------------- -----------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See item 5.
-------------------------- -----------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-------------------------- -----------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
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CUSIP No. 64107Y103 Page 6 of 15 Pages
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Item 1. Security and Issuer.
------ -------------------
This statement on Schedule 13D ("this Schedule 13D") relates to the
beneficial ownership of common stock, par value $.001 per share (the "Common
Stock"), of Netvoice Technologies Corporation, a Nevada corporation (the
"Issuer") based on the ownership of Series A Convertible Preferred Stock, par
value $.001 per share (the "Series A Preferred") of the Issuer (the Series A
Preferred and the Common Stock, collectively, the "Shares"). The principal
executive offices of the Issuer are located at 3201 West Royal Lane, Suite 160,
Irving, Texas 75063.
Item 2. Identity and Background.
------ -----------------------
(a) This Schedule 13D is filed by the following persons (collectively,
the "Reporting Persons"): (1) BG Media Intermediate Fund L.P., a Delaware
limited partnership ("BG Intermediate Fund"), (2) BG Intermediate Investors
L.L.C., a Delaware limited liability company ("BG Intermediate Investors" and
collectively with BG Intermediate Fund, the "BG Entities"), and (3) J. William
Grimes ("Mr. Grimes").
(b) The business address for each of the BG Entities and Mr. Grimes is
c/o BG Media Intermediate Fund L.P., 400 Madison Avenue, 20th Floor, New York,
New York 10017.
(c) BG Intermediate Fund is a Delaware limited partnership that makes
investments for long term appreciation. BG Intermediate Investors is a Delaware
limited liability company and the general partner of BG Intermediate Fund.
J. William Grimes is the sole voting member of BG Intermediate
Investors. Mr. Grimes is also a voting member of BG Media Investors L.L.C., the
general partner of BG Media Investors L.P., which is located at the address set
forth in Item 2(b).
(d) - (e) During the past five (5) years, none of the Reporting Persons
(i) has been convicted in criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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 United
States federal or state securities laws or finding any violation with respect to
such laws.
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Schedule 13D
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CUSIP No. 64107Y103 Page 7 of 15 Pages
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(f) Mr. Grimes is a citizen of the United States. Each of the BG
Entities are organized under the laws of Delaware.
Item 3. Source and Amount of Funds or Other Consideration.
------ -------------------------------------------------
The Issuer, BG Intermediate Fund, the investors listed on Schedule I
thereto (the "BG Related Investors") and certain other parties have entered into
an Amended and Restated Securities Purchase Agreement, dated as of July 28, 2000
(the "Purchase Agreement") and other related agreements as described in this
Schedule 13D. Pursuant to the Purchase Agreement, BG Intermediate Fund
purchased, for an aggregate purchase price of seven million dollars ($7,000,000)
(the "BG Purchase Price"), (i) 2,153,846 Series A Preferred shares, which shares
are initially convertible into Common Stock on a one to one basis, and (ii)
warrants (the "NASDAQ Warrants") to purchase 131,620 Series A Preferred shares
at a per share exercise price equal to $0.01 and warrants (the "EBITDA Warrants"
and, together with the NASDAQ Warrants, the "Warrants") to purchase 155,556
Series A Preferred shares at a per share exercise price equal to $0.01.
Pursuant to the Purchase Agreement, Mr. Grimes initially purchased, for
an aggregate purchase price of fifty thousand and one dollars and twenty-five
cents ($50,001.25) (the "Grimes Purchase price"), (i) 15,385 Series A Preferred
shares, which shares are initially convertible into Common Stock on a one to one
basis, and (ii) NASDAQ Warrants to purchase 940 Series A Preferred shares at a
per share exercise price equal to $0.01 and EBITDA Warrants to purchase 1,111
Series A Preferred shares at a per share exercise price equal to $0.01.
Pursuant to the Purchase Agreement, the Series A Preferred shares
became convertible for Common Stock as of December 1, 2000. The NASDAQ Warrants
became exercisable as of November 1, 2000 and were exercised on such date. The
EBITDA Warrants are not exercisable until, the earlier of (i) the date the
Issuer's audited financial statements are delivered to BG Intermediate Fund or
(ii) April 2, 2001.
BG Intermediate Fund obtained funds for the BG Purchase Price from
capital contributions from its partners. Mr. Grimes used personal funds to pay
the Grimes Purchase Price.
All references and descriptions of the Purchase Agreement set forth in
this Item 3 are qualified in their
<PAGE>
Schedule 13D
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CUSIP No. 64107Y103 Page 8 of 15 Pages
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entirety by references to the Purchase Agreement, a copy of which has been filed
as an exhibit to this Schedule 13D.
Item 4. Purpose of Transaction.
------ ----------------------
BG Intermediate Fund and Mr. Grimes acquired the Series A Preferred
shares and Warrants for investment purposes.
The Purchase Agreement provided that so long as at least 25% of the
Series A Preferred shares remain outstanding, BG Intermediate Fund and the BG
Related Investors shall be entitled to collectively nominate and elect one (1)
Director and have so elected such director.
The Reporting Persons do not have any plans or proposals, other than
those described in Item 4 and Item 6 of this Schedule 13D, which relate to or
would result in any of the actions or transactions specified in clauses (a)
through (j) of Item 4 of Schedule 13D. The Reporting Persons may from time to
time discuss among themselves and with other persons market conditions and other
factors concerning their investment in the Issuer, as well as specific actions
that might be taken in light of prevailing circumstances with respect to such
interests. The Reporting Persons reserve the right from time to time to acquire
or dispose of Shares or the Warrants, or to formulate other purposes, plans or
proposals regarding the Issuer or the Shares or the Warrants held by the
Reporting Persons to the extent deemed advisable in light of general investment
policies, market conditions and other factors.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) Based on information warranted to by the Issuer in the Purchase
Agreement and after giving effect to the transactions contemplated thereby,
there are 14,785,558 shares of Common Stock issued and outstanding.
Pursuant to the terms of the Purchase Agreement, BG Intermediate Fund
has acquired an aggregate of 2,285,470 Series A Preferred shares (which include
the Series A Preferred shares originally purchased and the Series A Preferred
shares acquired through the exercise of the NASDAQ Warrants), Mr. Grimes
personally has acquired 16,325 Series A Preferred shares (which include the
Series A Preferred shares originally purchased and the Series A Preferred shares
acquired through the exercise of the NASDAQ Warrants) and the BG Related
Investors, excluding Mr. Grimes, have acquired 231,068 Series A Preferred shares
(which
<PAGE>
Schedule 13D
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CUSIP No. 64107Y103 Page 9 of 15 Pages
--------------------------- -----------------------------
include the Series A Preferred shares originally purchased and the Series A
Preferred shares acquired through the exercise of the NASDAQ Warrants). For
purposes of Rule 13d-3 under the Act, the BG Related Investors' shares may be
deemed to be beneficially owned by BG Intermediate Fund, BG Intermediate
Investors and Mr. Grimes since they share certain voting power. Together, BG
Intermediate Fund, BG Intermediate Investors and Mr. Grimes could be deemed to
beneficially own in the aggregate 2,535,363 shares representing 17.1% of the
Common Stock on an as converted basis (which number includes shares owned by BG
Related Investors including those shares acquired upon exercise of the NASDAQ
Warrants).
(b) For purposes of Rule 13d-3 under the Act, (i) BG Intermediate Fund,
(ii) BG Intermediate Investors, by virtue of its position as general partner of
BG Intermediate Fund and (iii) Mr. Grimes, by virtue of his position as sole
voting member of BG Intermediate Investors, general partner of BG Intermediate
Fund, may be deemed to have the shared power to vote or direct the vote of an
aggregate of 2,535,363 shares of Common Stock on as converted basis.
For purposes of Rule 13d-3 under the Act, (i) BG Intermediate Fund,
(ii) BG Intermediate Investors, by virtue of its position as general partner of
BG Intermediate Fund, and (iii) Mr. Grimes by virtue of his position as sole
voting member of BG Intermediate Investors, general partner of BG Intermediate
Fund, may be deemed to have the shared power to dispose or direct the
disposition of, an aggregate of 2,285,470 shares of Common Stock on an as
converted basis. Mr. Grimes has the sole power to dispose or direct the
disposition of 16,325 shares of Common Stock on an as converted basis.
Nothing in this Schedule 13D shall be construed as an admission that BG
Intermediate Investors is, for purposes of Section 13 (d) of the Act, a
beneficial owner of any securities.
Nothing in this Schedule 13D shall be construed as an admission that J.
William Grimes is, for purposes of Section 13 (d) of the Act, a beneficial owner
of any of the Issuer's securities other than such securities held of record by
Mr. Grimes.
Nothing in this Schedule 13D shall be construed as an admission that BG
Intermediate Fund is, for purposes of Section 13 (d) of the Act, a beneficial
owner of any of the Issuer's
<PAGE>
Schedule 13D
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CUSIP No. 64107Y103 Page 10 of 15 Pages
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securities other than such securities held of record by BG Intermediate Fund.
(c) The BG Intermediate Fund and BG Related Investors exercised the
NASDAQ Warrants on November 1, 2000 and pursuant thereto purchased an additional
146,015 Series A Preferred shares at the exercise price of $0.01 per share for a
total of $1,460.15.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
------ ---------------------------------------------------------------------
to the Securities of the Issuer.
-------------------------------
The responses set forth in Items 4 and 5 of this Schedule 13D are
incorporated herein. The Purchase Agreement contains a covenant to vote pursuant
to Section 8.18 therein which provides that for so long as the BG Media
Investors (as that term is defined therein, a copy of the Purchase Agreement has
been filed as an exhibit to this Schedule 13D) have the right to elect one (1)
director, each investor shall vote its shares owned or controlled by such
investor upon all matters submitted to a vote of the stockholders of the Issuer
and shall take all other necessary or desirable actions within such investor's
control in conformity with the specified terms and provisions of the Purchase
Agreement including, but without limitation, (i) at each annual or special
meeting of stockholders called for the purpose of voting on the election or
removal of directors and (ii) by consensual action of stockholders with respect
to the election or removal of directors, in favor of the election or removal of
the director designated in accordance with Section 8.16 of the Purchase
Agreement.
The Purchase Agreement also provides, with certain exceptions, that the
parties thereto have the right on a pro rata basis based on the number of shares
of Common Stock issued or issuable upon conversion of Series A Preferred shares
to purchase up to 5% of the shares of Common Stock offered in an initial public
offering ("IPO") at the price per share so offered, provided that the value of
the Common Stock so purchased does not exceed $10,000,000 in the aggregate.
<PAGE>
Schedule 13D
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CUSIP No. 64107Y103 Page 11 of 15 Pages
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The Purchase Agreement further provides that BG Intermediate Fund be
appointed as the representative and lawful agent and attorney-in-fact the BG
Media Related Investors for the purpose of performing and consummating the
transactions contemplated by the Purchase Agreement, the Registration Rights
Agreement, the Warrants and other related documents, agreements or instruments
in connection with the transaction and the taking of any and all actions and the
making of any and all decisions thereto. The BG Related Investors retain the
right to sell, transfer or otherwise dispose of any Shares which have been
registered under the Securities Act or which are freely transferable under Rule
144 of the Securities Act.
In connection with the Purchase Agreement, the Issuer, BG Intermediate
Fund and those parties listed on the signature pages thereto have also entered
into an Amended and Restated Registration Rights Agreement, dated as of July 28,
2000 (the "Registration Rights Agreement"), a copy of which has been filed as an
exhibit to this Schedule 13D. The Registration Rights Agreement provides for,
among other things, the registration with the SEC of the Common Stock,
including, but without limitation, any shares of Common Stock issuable upon
exercise or conversion of the Series A Preferred shares and the Warrants.
Pursuant to the terms of the Registration Rights Agreement, which contains
certain other limitations, holders of Series A Preferred shares who purchased
their shares pursuant to the Purchase Agreement, shall be entitled to two (2)
"demand registrations" in addition to an unlimited number of Short-Form
registrations. The Registration Rights Agreement also contains "piggyback"
registration rights with respect to any registration of Common Stock, subject to
customary "black-out" and "hold-back" provisions.
References and descriptions to the Purchase Agreement and the
Registration Rights Agreement set forth above in this Item 6 are qualified in
their entirety by references to the copies of the Purchase Agreement and the
Registration Rights Agreement, respectively, as filed as exhibits to this
Schedule 13D.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 or between such persons and any other person with respect to any
securities of Issuer, including but not limited to, transfer or voting of any
such securities, finder's fees, joint ventures, loan or option
<PAGE>
Schedule 13D
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CUSIP No. 64107Y103 Page 12 of 15 Pages
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arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Nothing in this Schedule 13D shall be construed as an admission that
the Reporting Persons and any other persons or entities constitutes a "group"
for purposes of Section 13(d) of the Act and the rules and regulations
promulgated thereunder.
<PAGE>
Schedule 13D
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CUSIP No. 64107Y103 Page 13 of 15 Pages
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Item 7. Material to be Filed as Exhibits.
------ --------------------------------
Exhibit I -- Amended and Restated Securities Purchase Agreement,
dated as of July 28, 2000 by and among Netvoice
Technologies Corporation, BG Media Intermediate Fund
L.P., the investors listed on Schedule I thereto and
other parties named therein.
Exhibit II -- Amended and Restated Registration Rights
Agreement, dated as of July 28, 2000 by and among
Netvoice Technologies Corporation and the parties listed
on the signature pages thereto.
<PAGE>
Schedule 13D
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CUSIP No. 64107Y103 Page 14 of 15 Pages
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SIGNATURE
---------
After reasonable inquiry and to the best knowledge and belief of the
Reporting Persons, the Reporting Persons certify that the information set forth
in this statement is true, complete and correct.
<PAGE>
Schedule 13D
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CUSIP No. 64107Y103 Page 15 of 15 Pages
--------------------------- -----------------------------
BG MEDIA INTERMEDIATE FUND L.P.
Dated: January 4, 2001 By: BG MEDIA INTERMEDIATE INVESTORS L.L.C.
its general partner
By: /s/ J. William Grimes
------------------------------
Name:
Title: Member
BG MEDIA INTERMEDIATE INVESTORS L.L.C.
By: /s/ J. William Grimes
------------------------------
Name: J. William Grimes
Title: Member
/s/ J. William Grimes
-------------------------
J. William Grimes
