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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10 )*
PURCHASESOFT, INC.
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(Name of Issuer)
Common, Stock, $.01 par value
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(Title of Class of Securities)
395793201
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(CUSIP Number)
Larry E. Jeddeloh, TIS Acquisition and Management Group, Inc.
200 South Sixth Street, Suite 450
Minneapolis, MN 55402
612-334-3050
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 8, 2000
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
* 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).
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Page 2 of 9 Pages
SCHEDULE 13D
----------------------
CUSIP No. 395793201
1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
TIS Acquisition and Management Group
2. Check The Appropriate Box If A Member Of A Group*
(a) [ ]
(b) [_]
3. Sec Use Only
4. Source Of Funds
WC
5. Check If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(D) Or 2(E) [_]
6. Citizenship Or Place Of Organization
Minnesota
7. Sole Voting Power
Number Of 0
Shares
Beneficially 8. Shared Voting Power
Owned By 129,306
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
129,306
11. Aggregate Amount Beneficially Owned By Each Reporting Person
129,306
12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
[_]
13. Percent Of Class Represented By Amount In Row (11)
0.9% (based on 14,004,515 shares outstanding on January 13, 2000)
14. Type Of Reporting Person*
CO
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Page 3 of 9 Pages
SCHEDULE 13D
----------------------
CUSIP No. 395793201
1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
TIS Group
2. Check The Appropriate Box If A Member Of A Group*
(a) [ ]
(b) [_]
3. Sec Use Only
4. Source Of Funds
OO
5. Check If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(D) Or 2(E) [_]
6. Citizenship Or Place Of Organization
Minnesota
7. Sole Voting Power
Number Of 0
Shares
Beneficially 8. Shared Voting Power
Owned By 1,051,088
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
1,051,088
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,051,088
12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
[_]
13. Percent Of Class Represented By Amount In Row (11)
7.5% (based on 14,004,515 shares outstanding on January 13, 2000)
14. Type Of Reporting Person*
CO, IV
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Page 4 of 9 Pages
SCHEDULE 13D
----------------------
CUSIP No. 395793201
1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Larry Jeddeloh
2. Check The Appropriate Box If A Member Of A Group*
(a) [ ]
(b) [_]
3. Sec Use Only
4. Source Of Funds
PE,OO
5. Check If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(D) Or 2(E) [_]
6. Citizenship Or Place Of Organization
USA
7. Sole Voting Power
Number Of 833
Shares
Beneficially 8. Shared Voting Power
Owned By 1,051,088
Each
Reporting 9. Sole Dispositive Power
Person 833
With
10. Shared Dispositive Power
1,051,088
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,051,088
12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
[_]
13. Percent Of Class Represented By Amount In Row (11)
7.5% (based on 14,004,515 shares outstanding on January 13, 2000)
14. Type Of Reporting Person*
IA
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Page 5 of 9 Pages
This Amendment No. 10 to the Schedule 13D of T.I.S. Acquisition and Management
Group ("TIS Acquisition"), TIS Group, Inc. ("TIS Group") and Larry E. Jeddeloh
(collectively, the "reporting Entities"), relates to the common stock, par value
$0.01 per share, of Purchasesoft, Inc. (The "Issuer"). The Reporting Entities
are filing this Amendment No. 10 to update and correct certain information
contained in Amendment No. 9, which was inadvertently filed, to the initial
filing.
Item 1. Security and Issuer.
No change; See Amendment No. 2 to the initial filing.
Item 2. Identity and Background.
No change; See Amendment No. 2 to the initial filing.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable; See also Amendment No. 5 to the initial filing.
Item 4. Purpose of Transaction.
Not applicable; See also Amendment No. 5 to the initial filing.
Item 5. Interest in Securities of the Issuer.
(a) As of January 13, 2000, there were 14,004,515 shares of Common Stock
issued and outstanding.
TIS Acquisition beneficially owns 129,306 shares of Common Stock,
constituting 0.9% of the shares of Common Stock issued and
outstanding. TIS Group, which owns a majority of the stock of and
controls TIS Acquisition, has the right to vote and dispose of the
shares of Common Stock held by TIS Acquisition and may be deemed the
beneficial owner of such shares. In addition, TIS Group beneficially
owns 1,051,088 shares of Common Stock, constituting 7.5% of the Shares
of Common Stock issued and outstanding, for clients' accounts managed
by it. TIS Group has the right to vote and dispose of the shares of
Common Stock held by TIS Group Managers and may be deemed the
beneficial owner of such shares.
Mr. Jeddeloh owns 833 shares of Common Stock, constituting less than
1.0% of the shares of Common Stock issued and outstanding. By virtue
of his positions with TIS Acquisition and TIS Group, which owns a
majority of the stock and controls TIS Acquisition, Mr. Jeddeloh has
the right to vote and dispose of the shares of Common Stock held by
TIS Acquisition and TIS Group, respectively, and may be deemed the
beneficial owner of such shares.
As a group, TIS Acquisition, TIS Group and Mr. Jeddeloh beneficially
own 1,138,143 shares of Common Stock, constituting 8.1% of the shares
of Common Stock issued and outstanding as of January 13, 2000.
(b) TIS Acquisition, TIS Group and Mr. Jeddeloh share the power to vote
and the power to dispose of 1,051,088 shares of Common Stock
beneficially owned by each of them or which they have the right to
acquire within sixty (60) days as set forth in Item 5(a) above. Mr.
Jeddeloh has the sole power to vote and the sole power to dispose of
all of the 833 shares of Common Stock beneficially owned by him as set
forth in Item 5(a) above.
(c) Except for the transactions to which this Schedule 13D relates, Mr.
Jeddeloh has not effected any transaction in the shares of common
Stock during the past sixty (60) days. Except for the transactions to
which this Schedule 13D relates, neither TIS Acquisition nor TIS Group
has effected any transactions in
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Page 6 of 9 Pages
the shares of Common Stock in the past sixty (60) days and TIS Group
or accounts managed by TIS Group have effected the following
transactions in the past sixty (60) days.
<TABLE>
<CAPTION>
Number Price
Seller/Purchaser Buy/Sell Date of Shares Per Share
- ---------------- -------- ---- --------- ---------
<S> <C> <C> <C> <C>
TIS Group Buy December 30, 1999 8,000 $0.875
TIS Group Buy December 30, 1999 20,000 $1.4453
TIS Group Buy December 30, 1999 10,000 $1.3125
TIS Group Buy December 31, 1999 16,500 $1.019
TIS Group Buy December 31, 1999 1,000 $1.125
TIS Growth Fund Buy December 31, 1999 43,500 $1.019
TIS Growth Fund Sell January 3, 2000 21,000 $2.372
TIS Growth Fund Sell January 4, 2000 3,000 $2.9875
TIS Growth Fund Sell January 4, 2000 9,000 $3.0375
TIS Growth Fund Sell January 4, 2000 3,000 $3.21875
TIS Group Sell January 4, 2000 2,000 $2.9875
TIS Group Sell January 4, 2000 6,000 $3.0375
TIS Group Sell January 4, 2000 2,000 $3.21875
TIS Group Sell January 5, 2000 2,000 $3.09375
TIS Growth Fund Sell January 5, 2000 3,000 $3.09375
TIS Growth Fund Sell January 10, 2000 6,000 $3.0469
TIS Group Sell January 10, 2000 2,000 $3.0469
TIS Growth Fund Sell January 11, 2000 3,000 $3.25
TIS Group Sell January 11, 2000 2,000 $3.25
TIS Growth Fund Sell January 12, 2000 4,000 $3.25
TIS Growth Fund Sell January 13, 2000 3,000 $3.1875
TIS Growth Fund Sell January 14, 2000 15,000 $3.6875
TIS Group Sell January 14, 2000 5,000 $3.6875
TIS Growth Fund Sell January 18, 2000 7,000 $5.40625
TIS Group Sell January 18, 2000 13,000 $5.40625
TIS Growth Fund Sell February 1, 2000 3,000 $8.25
</TABLE>
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Page 7 of 9 Pages
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
TIS Group Sell February 1, 2000 3,000 $6.9375
TIS Group Sell February 2, 2000 2,000 $7.25
TIS Growth Fund Sell February 2, 2000 5,000 $7.375
TIS Group Sell February 3, 2000 2,000 $7.1041
TIS Growth Fund Sell February 3, 2000 1,000 $7.1041
TIS Growth Fund Sell February 3, 2000 2,000 $7.125
TIS Group Sell February 4, 2000 1,000 $6.90625
TIS Growth Fund Sell February 4, 2000 2,000 $6.8437
TIS Group Sell February 8, 2000 1,000 $6.75
TIS Growth Fund Sell February 8, 2000 2,000 $6.75
TIS Group Sell February 8, 2000 1,000 $6.6875
TIS Growth Fund Sell February 8, 2000 2,000 $6.6875
</TABLE>
(d) No change; See Amendment No. 1 to the initial filing.
(e) Not applicable.
Items 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
No change; See Amendment No. 1 to the initial filing
Item 7. Material to be Filed as Exhibits.
No change; See Amendment No. 1 to the initial filing.
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Page 8 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true and complete.
Dated: May 4, 2000. TIS ACQUISITION AND MANAGEMENT
GROUP, INC.
By /s/ Larry E. Jeddeloh
-----------------------------------
Larry E. Jeddeloh
President and Director
TIS GROUP
By /s/ Larry E. Jeddeloh
-----------------------------------
Larry E. Jeddeloh
President and Director
LARRY E. JEDDELOH
By /s/ Larry E. Jeddeloh
-----------------------------------
Larry E. Jeddeloh, Individually
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Page 9 of 9 Pages
Exhibit 1
JOINT FILING AGREEMENT
-----------------------
In accordance with Rule 13d-1(k) 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 of Purchasesoft, 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 Joint Filing Agreement as of May 4, 2000.
TIS ACQUISITION AND MANAGEMENT
GROUP, INC.
By /s/ Larry E. Jeddeloh
-----------------------------------
Larry E. Jeddeloh
President and Director
TIS GROUP
By /s/ Larry E. Jeddeloh
-----------------------------------
Larry E. Jeddeloh
President and Director
LARRY E. JEDDELOH
By /s/ Larry E. Jeddeloh
-----------------------------------
Larry E. Jeddeloh, Individually
