UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Software Technologies Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
834040 10 7
(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. 834040 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Venture Partners VI, LP
Tax Identification No. 41-1893240
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 7,188,071
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 7,188,071
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,188,071
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%
12) TYPE OF REPORTING PERSON*
PA
13G
CUSIP NO. 834040 10 7
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca VC Partners VI, LLP
Tax Identification No. 41-1893243
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 7,188,071
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 7,188,071
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,188,071
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%
12) TYPE OF REPORTING PERSON*
PA
CUSIP NO. 834040 10 7
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 7,188,071
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 7,188,071
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,188,071
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%
12) TYPE OF REPORTING PERSON*
IN
CUSIP NO. 834040 10 7
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 7,188,071
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 7,188,071
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,188,071
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%
12) TYPE OF REPORTING PERSON*
IN
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
Software Technologies Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
404 East Huntington Drive
Monrovia, CA 91016-3633
Item 2(a) Name of Person Filing:
1. Norwest Venture Partners, VI, LP
2. Itasca VC Partners VI, LLP
3. George J. Still, Jr.
4. John P. Whaley
Item 2(b) Address of Principal Business Office:
1. Norwest Venture Partners, VI, LP
c/o Norwest Venture Partners
245 Lytton Avenue, Suite 250
Palo Alto, CA 94301
2. Itasca VC Partners, VI, LLP
c/o Norwest Venture Partners
245 Lytton Avenue, Suite 250
Palo Alto, CA 94301
3. George J. Still, Jr.
3600 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
4. John P. Whaley
3600 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
This statement is filed by Norwest Venture Partners VI, LP on behalf of
all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-
1(k). Norwest Venture Partners VI, LP is a Minnesota limited
partnership. Itasca VC Partners VI, LLP, a Minnesota limited liability
partnership, is the general partner of Norwest Venture Partners VI, LP.
George J. Still, Jr. is the managing partner and John P. Whaley is the
managing administrative partner 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:
834040 10 7
Item 3 Not Applicable
Item 4 Ownership:
(1) Norwest Venture Partners VI, LP ("NVP VI"): At May 31, 2000, NVP
VI owned of record 7,188,071 shares of common stock. This amount
represented 10.4% of the Issuer's total shares of common stock
outstanding at that date.
(2) Itasca VC Partners VI, LLP ("Itasca VC VI"): At December 31,
1999, Itasca VC VI owned 7,188,071 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 10.4% of the Issuer's total shares of
common stock outstanding at that date.
(3) George J. Still, Jr.: At May 31, 2000, George J. Still, Jr. was
deemed to own 7,188,071 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 10.4%
of the Issuer's total shares of common stock outstanding at that date.
(4) John P. Whaley: At May 31, 2000, John P. Whaley was deemed to own
7,188,071 shares of common stock by virtue of his status as a managing
administrative partner of Itasca VC Partners VI, the general partner of
NVP VI, the record owner of such shares. This amount represented 10.4%
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: July 18, 2000
NORWEST VENTURE PARTNERS, VI, LP
By ITASCA VC PARTNERS VI, LLP, 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, LP on its own behalf and on behalf of (a) Itasca VC
Partners VI, LLP, a Minnesota limited liability partnership whose
general partner is George J. Still, Jr., and whose managing
administrative partner is John P. Whaley.
Dated: July 18, 2000
NORWEST VENTURE PARTNERS VI, LP
By ITASCA VC PARTNERS VI, LLP
/s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
ITASCA VC PARTNERS VI, LLP
/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.
