<PAGE>
Schedule 13G Forms
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(AMENDMENT NO. )/1/
-----
PhotoWorks, Inc.
-------------------------------------------------------------
(Name of Issuer)
Common Stock $.01 par value
-------------------------------------------------------------
(Title of Class of Securities)
71940B109
-------------------------------------------------------------
(CUSIP Number)
2/14/00
-------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which this Schedule is
filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-(c)
[ ] Rule 13d-1(d)
- ------------------
/1/ 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).
<PAGE>
Schedule 13G Forms
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CUSIP NO. 71940B109 13G Page 2 of 19 Pages
- -------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Tahoma Fund, L.L.C. FEIN 91-1961151
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF 2,052,631 (1)
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 2,631,577 -- See Item 4
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH
2,052,631 (1)
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
2,631,577 -- See Item 4
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,052,631/(1)/
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/(2)/ [X]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.2%/(1)/
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
(1) Represents 410,526 shares of Common stock issuable upon exercise of
Warrants, and 1,642,105 shares of Common Stock that may be converted from Series
A Preferred Stock. Percentage is based on 16,347,890 shares of Common Stock
currently outstanding. See Item 4 for further explanation of ownership.
(2) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants,
and 1,052,631 shares of Common Stock that may be converted from Series A
Preferred Stock. These shares are held by certain affiliated entities ("Madrona
Group") who entered into an Investor Rights Agreement ("Agreement") with the
Reporting Persons named in this Schedule 13G. Pursuant to the Agreement,
Madrona Group and the Reporting Persons agreed to vote all of their respective
shares in the Issuer for the director nominee designated by each other;
therefore, such shares held by Madrona could be deemed to be beneficially owned
by the Reporting Persons. The Reporting Persons, however, disclaim beneficial
ownership of all such shares.
<PAGE>
Schedule 13G Forms
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CUSIP NO. 71940B109 13G Page 3 of 19 Pages
- -------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Orca Bay Partners, L.L.C. FEIN 91-1935595
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 2,631,577 -- See Item 4
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
2,631,577 -- See Item 4
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,631,577 -- See Item 4
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/(2)/ [X]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%/(1)/
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
(1) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants,
and 1,052,631 shares of Common Stock that may be converted from Series A
Preferred Stock. These shares are held by certain affiliated entities ("Madrona
Group") who entered into an Investor Rights Agreement ("Agreement") with the
Reporting Persons named in this Schedule 13G. Pursuant to the Agreement,
Madrona Group and the Reporting Persons agreed to vote all of their respective
shares in the Issuer for the director nominee designated by each other;
therefore, such shares held by Madrona could be deemed to be beneficially owned
by the Reporting Persons. The Reporting Persons, however, disclaim beneficial
ownership of all such shares.
<PAGE>
Schedule 13G Forms
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CUSIP NO. 71940B109 13G Page 4 of 19 Pages
- -------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John E. McCaw, Jr.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF 521,053/(1)/ -- See Item 4
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 2,631,577 -- See Item 4
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH
521,053/(1)/ -- See Item 4
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
2,631,577 -- See Item 4
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
521,053/(1)/ -- See Item 4
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/(2)/ [X]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%/(1)/
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
(1) Represents 104,211 shares of Common Stock issuable upon exercise of
Warrants, and 416,842 shares of Common Sotck that may be converted from Series A
Preferred Stock. Percentage is based on 16,347,890 shares of Common Stock
currently outstanding. These Shares are held in the name of Orca Bay Capital
Corporation ("OBCC"), which is controlled by John E. McCaw, Jr. See Item 4 for
further explanation of ownership.
(2) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants,
and 1,052,631 shares of Common Stock that may be converted from Series A
Preferred Stock. These shares are held by certain affiliated entities ("Madrona
Group") who entered into an Investor Rights Agreement ("Agreement") with the
Reporting Persons named in this Schedule 13G. Pursuant to the Agreement,
Madrona Group and the Reporting Persons agreed to vote all of their respective
shares in the Issuer for the director nominee designated by each other;
therefore, such shares held by Madrona could be deemed to be beneficially owned
by the Reporting Persons. The Reporting Persons, however, disclaim beneficial
ownership of all such shares.
<PAGE>
Schedule 13G Forms
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CUSIP NO. 71940B109 13G Page 5 of 19 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ross Chapin
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 2,631,577 -- See Item 4
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
2,631,577 -- See Item 4
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,631,577/(1)/ -- See Item 4
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/(2)/ [X]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%/(1)/
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
(1) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants,
and 1,052,631 shares of Common Stock that may be converted from Series A
Preferred Stock. These shares are held by certain affiliated entities ("Madrona
Group") who entered into an Investor Rights Agreement ("Agreement") with the
Reporting Persons named in this Schedule 13G. Pursuant to the Agreement,
Madrona Group and the Reporting Persons agreed to vote all of their respective
shares in the Issuer for the director nominee designated by each other;
therefore, such shares held by Madrona could be deemed to be beneficially owned
by the Reporting Persons. The Reporting Persons, however, disclaim beneficial
ownership of all such shares.
<PAGE>
Schedule 13G Forms
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CUSIP NO. 71940B109 13G Page 6 of 19 Pages
- -------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Orca Bay Capital Corporation FEIN 91-1616824
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF 521,053/(1)/
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 2,631,577 -- See Item 4
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH
521,053/(1)/
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
2,631,577 -- See Item 4
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
521,053/(1)/
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/(2)/ [X]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%/(1)/
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
(1) Represents 104,211 shares of Common Stock issuable upon exercise of
Warrants, and 416,842 shares of Common Stock that may be converted from Series A
Preferred Stock. Percentage is based on 16,347,890 shares of Common Stock
currently outstanding. See Item 4 for further explanation of ownership.
(2) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants,
and 1,052,631 shares of Common Stock that may be converted from Series A
Preferred Stock. These shares are held by certain affiliated entities ("Madrona
Group") who entered into an Investor Rights Agreement ("Agreement") with the
Reporting Persons named in this Schedule 13G. Pursuant to the Agreement,
Madrona Group and the Reporting Persons agreed to vote all of their respective
shares in the Issuer for the director nominee designated by each other;
therefore, such shares held by Madrona could be deemed to be beneficially owned
by the Reporting Persons. The Reporting Persons, however, disclaim beneficial
ownership of all such shares.
<PAGE>
Schedule 13G Forms
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CUSIP NO. 71940B109 13G Page 7 of 19 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tim and Alexa Carver, husband and wife
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF 26,315/(1)/
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 2,631,577 -- See Item 4
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH
26,315/(1)/
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
2,631,577 -- See Item 4
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,315/(1)/
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/(2)/ [X]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%/(1)/
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
(1) Represents 5,263 shares of Common Stock issuable upon exercise of Warrants,
and 21,052 shares of Common Stock that may be converted from Series A Preferred
Stock. Percentage is based on 16,347,890 shares of Common Stock currently
outstanding. See Item 4 for further explanation of ownership.
(2) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants,
and 1,052,631 shares of Common Stock that may be converted from Series A
Preferred Stock. These shares are held by certain affiliated entities ("Madrona
Group") who entered into an Investor Rights Agreement ("Agreement") with the
Reporting Persons named in this Schedule 13G. Pursuant to the Agreement,
Madrona Group and the Reporting Persons agreed to vote all of their respective
shares in the Issuer for the director nominee designated by each other;
therefore, such shares held by Madrona could be deemed to be beneficially owned
by the Reporting Persons. The Reporting Persons, however, disclaim beneficial
ownership of all such shares.
<PAGE>
Schedule 13G Forms
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CUSIP NO. 71940B109 13G Page 8 of 19 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stanley McCammon
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF 26,315/(1)/
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 2,631,577 -- See Item 4
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH
26,315/(1)/
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
2,631,577 -- See Item 4
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,315/(1)/
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/(2)/ [X]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%/(1)/
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
(1) Represents 5,263 shares of Common Stock issuable upon exercise of Warrants,
and 21,052 shares of Common Stock that may be converted from Series A Preferred
Stock. Percentage is based on 16,347,890 shares of Common Stock currently
outstanding. See Item 4 for further explanation of ownership.
(2) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants,
and 1,052,631 shares of Common Stock that may be converted from Series A
Preferred Stock. These shares are held by certain affiliated entities ("Madrona
Group") who entered into an Investor Rights Agreement ("Agreement") with the
Reporting Persons named in this Schedule 13G. Pursuant to the Agreement,
Madrona Group and the Reporting Persons agreed to vote all of their respective
shares in the Issuer for the director nominee designated by each other;
therefore, such shares held by Madrona could be deemed to be beneficially owned
by the Reporting Persons. The Reporting Persons, however, disclaim beneficial
ownership of all such shares.
<PAGE>
Schedule 13G Forms
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CUSIP NO. 71940B109 13G Page 9 of 19 Pages
- -------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Aaron Singleton
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF 5,263/(1)/
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 2,631,577 -- See Item 4
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH
5,263/(1)/
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
2,631,577 -- See Item 4
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,263/(1)/
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*/(2)/ [X]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%/(1)/
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
(1) Represents 1,053 shares of Common Stock issuable upon exercise of Warrants,
and 4,210 shares of Common Stock that may be converted from Series A Preferred
Stock. Percentage is based on 16,347,890 shares of Common Stock currently
outstanding. See Item 4 for further explanation of ownership.
(2) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants,
and 1,052,631 shares of Common Stock that may be converted from Series A
Preferred Stock. These shares are held by certain affiliated entities ("Madrona
Group") who entered into an Investor Rights Agreement ("Agreement") with the
Reporting Persons named in this Schedule 13G. Pursuant to the Agreement,
Madrona Group and the Reporting Persons agreed to vote all of their respective
shares in the Issuer for the director nominee designated by each other;
therefore, such shares held by Madrona could be deemed to be beneficially owned
by the Reporting Persons. The Reporting Persons, however, disclaim beneficial
ownership of all such shares.
<PAGE>
Schedule 13G Forms
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Page 10 of 19 Pages
Item 1(a). Name of Issuer:
PhotoWorks, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1260 - 16th Avenue West, Seattle, WA 98119
Item 2(a). Name of Persons Filing:
This Schedule 13G relates to the following persons (the "Reporting
Persons"):
Orca Bay Partners, L.L.C. ("Orca Bay")
John E. McCaw, Jr. ("McCaw")
The Tahoma Fund, L.L.C., ("Tahoma")
Orca Bay Capital Corporation, ("OBCC")
Tim and Alexa Carver, husband and wife ("Carver")
Stanley McCammon ("McCammon")
Aaron Singleton ("Singleton")
Ross Chapin ("Chapin")
Orca Bay is the Manager of Tahoma. OBCC, Carver, McCammon, McCaw,
Chapin and Singleton are all affiliates of Orca Bay.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The business address of each of the reporting persons is: Orca Bay
Partners, L.L.C.
P.O. Box 21749, Seattle, WA 98111
Item 2(c). Citizenship:
Orca Bay is a limited liability company organized under the laws of
the state of Washington.
Tahoma is a limited liability company organized under the laws of
the state of Delaware.
OBCC is a corporation organized under the laws of the state of
Washington.
Carver, McCammon, Chapin, McCaw and Singleton are all citizens of
the United States.
<PAGE>
Schedule 13G Forms
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Page 11 of 19 Pages
Item 2(d). Title of Class of Securities:
This Schedule 13G relates to the Company's Common Stock, $.01 par
value per share.
Item 2(e). CUSIP Number:
71940B109
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-l(b)(l)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-l(b)(l)(ii)(J).
Item 4. Ownership.
This Schedule 13G relates to shares of Series A Preferred Stock, $.01 par
value, with a stated value of $1,000 per share ("Series A Preferred Stock")
convertible into common stock, $.01 par value ("Common Stock"), of PhotoWorks,
Inc. ("Company"). Each share of Series A Preferred Stock is convertible into
shares of Common Stock of the Company at an initial conversion price of
$210.52631 per share of Common Stock, subject to anti-dilution protection. The
total Common Stock covered by this Schedule 13G, when converted, equals
2,105,261 shares.
In addition, this Schedule 13G relates to 526,316 shares of Common Stock
issuable upon the exercise of warrants at an exercise price of $6.00 per share
(Warrant Shares"). The total converted shares of Common Stock from the Series A
Preferred Stock and the Warrant Shares (2,631,577 shares) together represent
13.9% of the Common Stock, based on 16,347,890 shares outstanding as of the date
of this Schedule.
<PAGE>
Schedule 13G Forms
- -------------------------------------------------------------------------------
Page 12 of 19 Pages
The following describes the ownership of Common Stock by the Reporting
Person and its respective affiliated parties:
Tahoma:
-------
(a) Amount beneficially owned: 2,052,631
(b) Percent of class: 11.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 2,052,631
(ii) Shared power to vote or to direct the vote: 2,631,577/(1)/
(iii) Sole power to dispose or to direct the disposition of:
2,052,631
(iv) Shared power to dispose or to direct the disposition of:
2,631,577/(1)/
(1) Represents shares of Common Stock held of record by Tahoma and 578,946
shares of Common Stock held of record by OBCC, Carver, McCammon and
Singleton. McCaw and Chapin, together with Carver and McCammon, are the
Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw controls
the sole shareholder of OBCC. Power to vote or to direct the vote and
power to dispose or direct the disposition of such shares may be deemed to
be shared among all such persons due to their affiliation with Orca Bay,
the Manager of Tahoma. Each of such persons disclaims beneficial ownership
of such shares except to the extent of such person's respective pecuniary
interest.
Orca Bay:
---------
(a) Amount beneficially owned: 2,631,577/(1)/
(b) Percent of class: 13.9%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 2,631,577/(1)/
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
2,631,577/(1)/
(1) Represents 2,052,631 shares of Common Stock held of record by Tahoma
and 578,946 shares of Common Stock held of record by OBCC, Carver, McCammon
and Singleton. McCaw and Chapin, together with Carver and McCammon, are
the Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw
controls the sole shareholder of OBCC. Power to vote or to direct the vote
and power to dispose or direct the disposition of such shares may be deemed
to be shared among all such persons due to their affiliation with Orca Bay,
the Manager of Tahoma. Each of such persons disclaims beneficial ownership
of such shares except to the extent of such person's respective pecuniary
interest.
McCaw:
------
(a) Amount beneficially owned: 521,053/(1)/
(b) Percent of class: 3.1%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote: 521,053/(1)/
(ii) Shared power to vote or direct the vote: 2,631,577/(2)/
(iii) Sole power to dispose or to direct the disposition of:
521,053/(1)/
(iv) Shared power to dispose or to direct the disposition of:
2,631,577/(2)/
<PAGE>
Schedule 13G Forms
- -------------------------------------------------------------------------------
Page 13 of 19 Pages
(1) These shares are held in the name of OBCC, the sole shareholder of
which is The John E. McCaw, Jr. Living Trust, John E. McCaw, Jr. sole
trustee.
(2) Represents 2,052,631 shares of Common Stock held of record by Tahoma
and 578,946 shares of Common Stock held of record by OBCC, Carver, McCammon
and Singleton. McCaw and Chapin, together with Carver and McCammon, are
the Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw
controls the sole shareholder of OBCC. Power to vote or to direct the vote
and power to dispose or direct the disposition of such shares may be deemed
to be shared among all such persons due to their affiliation with Orca Bay,
the Manager of Tahoma. Each of such persons disclaims beneficial ownership
of such shares except to the extent of such person's respective pecuniary
interest.
Chapin:
-------
(a) Amount beneficially owned: 2,631,577
(b) Percent of class: 13.9%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 2,631,577/(1)/
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
2,631,577/(1)/
(1) Represents 2,052,631 shares of Common Stock held of record by Tahoma
and 578,946 shares of Common Stock held of record by OBCC, Carver, McCammon
and Singleton. McCaw and Chapin, together with Carver and McCammon, are
the Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw
controls the sole shareholder of OBCC. Power to vote or to direct the vote
and power to dispose or direct the disposition of such shares may be deemed
to be shared among all such persons due to their affiliation with Orca Bay,
the Manager of Tahoma. Each of such persons disclaims beneficial ownership
of such shares except to the extent of such person's respective pecuniary
interest.
OBCC:
-----
(a) Amount beneficially owned: 521,053
(b) Percent of class: 3.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 521,053
(ii) Shared power to vote or to direct the vote: 2,631,577/(1)/
(iii) Sole power to dispose or to direct the disposition of:
521,053
(iv) Shared power to dispose or to direct the disposition of:
2,631,577/(1)/
(1) Represents shares of Common Stock held of record by OBCC and 2,110,524
shares of Common Stock held of record by Tahoma, Carver, McCammon and
Singleton. McCaw and Chapin, together with Carver and McCammon, are the
Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw controls
the sole shareholder of OBCC. Power to vote or to direct the vote and
power to dispose or direct the disposition of such shares may be deemed to
be shared among all such persons due to their affiliation with Orca Bay,
the Manager of Tahoma. Each of such persons disclaims beneficial ownership
of such shares except to the extent of such person's respective pecuniary
interest.
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Schedule 13G Forms
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Page 14 of 19 Pages
Carver:
-------
(a) Amount beneficially owned: 26,315
(b) Percent of class: 0.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 26,315
(ii) Shared power to vote or to direct the vote: 2,631,577/(1)/
(iii) Sole power to dispose or to direct the disposition of:
26,315
(iv) Shared power to dispose or to direct the disposition of:
2,631,577/(1)/
(1) Represents shares of Common Stock held of record by Carver and
2,605,262 shares of Common Stock held of record by OBCC, Tahoma, McCammon
and Singleton. McCaw and Chapin, together with Carver and McCammon, are
the Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw
controls the sole shareholder of OBCC. Power to vote or to direct the vote
and power to dispose or direct the disposition of such shares may be deemed
to be shared among all such persons due to their affiliation with Orca Bay,
the Manager of Tahoma. Each of such persons disclaims beneficial ownership
of such shares except to the extent of such person's respective pecuniary
interest.
McCammon:
---------
(a) Amount beneficially owned: 26,315
(b) Percent of class: 0.2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 26,315
(ii) Shared power to vote or to direct the vote: 2,631,577/(1)/
(iii) Sole power to dispose or to direct the disposition of:
26,315
(iv) Shared power to dispose or to direct the disposition of:
2,631,577/(1)/
(1) Represents shares of Common Stock held of record by McCammon and
2,605,262 shares of Common Stock held of record by OBCC, Tahoma, Carver and
Singleton. McCaw and Chapin, together with Carver and McCammon, are the
Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw controls
the sole shareholder of OBCC. Power to vote or to direct the vote and power
to dispose or direct the disposition of such shares may be deemed to be
shared among all such persons due to their affiliation with Orca Bay, the
Manager of Tahoma. Each of such persons disclaims beneficial ownership of
such shares except to the extent of such person's respective pecuniary
interest.
Singleton:
----------
(a) Amount beneficially owned: 5,263
(b) Percent of class: 0.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 5,263
(ii) Shared power to vote or to direct the vote: 2,631,577/(1)/
(iii) Sole power to dispose or to direct the disposition of:
5,263
(iv) Shared power to dispose or to direct the disposition of:
2,631,577/(1)/
(1) Represents shares of Common Stock held of record by Singleton and
2,626,314 shares of Common Stock held of record by OBCC, Tahoma, McCammon
and Carver. McCaw and Chapin, together with Carver and McCammon, are the
Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw controls
the sole shareholder of OBCC. Power to vote or to direct the vote and
power to dispose or direct the disposition of such shares may be deemed to
be
<PAGE>
Schedule 13G Forms
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Page 15 of 19 Pages
shared among all such persons due to their affiliation with Orca Bay, the
Manager of Tahoma. Each of such persons disclaims beneficial ownership of
such shares except to the extent of such person's respective pecuniary
interest.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
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
<PAGE>
Schedule 13G Forms
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Page 16 of 19 Pages
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.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 23, 2000
THE TAHOMA FUND, L.L.C.
ORCA BAY CAPITAL CORPORATION
TIM CARVER
ALEXA CARVER
AARON SINGLETON
JOHN E. McCAW, JR.
ROSS CHAPIN
ORCA BAY PARTNERS, L.L.C.
By: /s/ Stanley McCammon
-----------------------------------------
Stanley McCammon, Individually and
as Attorney-in-Fact for each of the above
<PAGE>
Schedule 13G Forms
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Page 17 of 19 Pages
EXHIBIT INDEX
-------------
Joint Filing Agreement
and
Power of Attorney
Page _____
<PAGE>
EXHIBIT 99.1
Schedule 13G Forms
- -------------------------------------------------------------------------------
Page 18 of 19 Pages
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, each of the persons named below agrees to the joint filing of a
Statement on Schedule 13G (including amendments thereto) with respect to the
common stock, par value $0.01, of PhotoWorks, Inc., a Washington corporation,
and further agrees that this Joint Filing Agreement be included as an exhibit to
such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no
person shall be responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate. This Joint Filing may be
executed in any number of counterparts, all of which together shall constitute
one and the same instrument.
Each of The Tahoma Fund, L.L.C., Orca Bay Capital Corporation, Orca Bay
Partners,, L.L.C., John E. McCaw, Jr., Tim and Alexa Carver, husband and wife,
Stanley McCammon, Ross Chapin, and Aaron Singleton (the "Named Parties") hereby
constitute and appoint each of Stanley McCammon and Ross Chapin, acting singly,
as the true and lawful attorneys-in-fact, with full power of substitution in any
and all capacities, to execute for and on behalf of the Named Parties, the
Schedule 13G to which this Joint Filing Agreement and Power of Attorney is an
exhibit and all amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, the issuer and relevant stock exchanges. Each of the Named
Parties hereby grants to such attorneys-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the attorney-in-fact might or could, and
hereby ratifies and confirms all that said attorneys-in-fact or their substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 13(d) of the
Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact shall continue
in force until notice of the revocation of this Power of Attorney has been
received by the said attorneys-in-fact.
ORCA BAY PARTNERS, L.L.C. Date: February 23, 2000
By: /s/ Stanley McCammon -------------------------
--------------------------
Stanley McCammon, Manager
THE TAHOMA FUND, L.L.C. Date: February 23, 2000
-------------------------
By: Orca Bay Partners, L.L.C., its Manager
By: /s/ Stanley McCammon
-----------------------------------
Stanley McCammon, Manager
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Schedule 13G Forms
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Page 19 of 19 Pages
ORCA BAY CAPITAL CORPORATION Date: February 23, 2000
-------------------------
By: /s/ Stanley McCammon
---------------------------
Stanley McCammon, President
/s/ Tim Carver Date: February 23, 2000
------------------------------ -------------------------
Tim Carver
/s/ Alexa Carver Date: February 23, 2000
------------------------------ -------------------------
Alexa Carver
/s/ Stanley McCammon Date: February 23, 2000
------------------------------ -------------------------
Stanley McCammon
/s/ Aaron Singleton Date: February 23, 2000
------------------------------ -------------------------
Aaron Singleton
/s/ Ross Chapin Date: February 23, 2000
------------------------------ -------------------------
Ross Chapin
/s/ John E. McCaw, Jr. Date: February 23, 2000
------------------------------ -------------------------
John E. McCaw, Jr.
