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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._____)*
divine interVentures, inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
255404 10 5
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(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
Robert A. Eshelman, Esq.
Deputy General Counsel, Finance & Operations
Microsoft Corporation
One Microsoft Way
Redmond, Washington 98052-6399
(425) 882-8080
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] 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).
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CUSIP NO. 255404 10 5
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1 NAMES OF REPORTING PERSON
Microsoft Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
91-1144442
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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5 SOLE VOTING POWER
NUMBER OF
9,722,221
SHARES -----------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY -----------------------------------------------------------
7 SOLE DISPOSITIVE POWER
EACH
9,722,221
REPORTING -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,722,221
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.52%
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12 TYPE OF REPORTING PERSON
CO
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Item 1.
(a) Name of Issuer: divine interVentures inc.
(b) Address of Issuer's Principal Executive Offices:
4225 Naperville Road, Suite 400
Lisle, Illinois 60532
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Item 2.
(a) Name of Person Filing: Microsoft Corporation
(b) Address of Principal Business Office:
One Microsoft Way
Redmond, Washington 98052-6399
(c) Citizenship: State of Washington
(d) Title of Class of Securities: Class A Common Stock, par value $0.001
per share
(e) CUSIP Number: 255404 10 5
Item 3. Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned:
(b) Percent of Class:
(1) Microsoft Corporation ("Microsoft") is the registered holder of
9,722,222 shares of Class A Common Stock. Pursuant to Rule 13d-1(d) of
the Securities Exchange Act of 1934, as amended, Microsoft is required
to file a Schedule 13G with respect to such shares by July 28, 2000.
Microsoft became the registered holder of such shares of Common Stock
by virtue of the closing of the private placement of shares concurrent
with the completion of the initial public offering of Common Stock of
divine interVentures, inc. on July 18, 2000.
(2) Based on 114,158,942, the number of shares of Class A Common Stock
outstanding as of July 12, 2000 (as reported in divine interVentures,
inc.'s prospectus filed pursuant to Rule 424(b)(4) filed with the SEC
on July 12, 2000), Microsoft's percentage ownership is 8.52% as of the
date of this filing.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 9,722,222
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the disposition of 9,722,222
(iv) shared power to dispose or to direct the disposition of -0-
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
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
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Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of a 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 not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
[Remainder of page intentionally blank]
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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.
July 28, 2000
MICROSOFT CORPORATION
By /s/ Robert A. Eshelman
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Robert A. Eshelman
Deputy General Counsel, Finance &
Operations
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