CUSIP No. 74725 H 10 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2) /1
QCS.net Corporation
- -------------------------------------------------------------------------------
(formerly QCS Corporation)
(Name of Issuer)
Common Stock, Par Value 0.001 Per Share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
74725 H 10 1
- -------------------------------------------------------------------------------
(CUSIP Number)
Ed Mathias
c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington D. C. 20004
(202) 347-2626
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement /2)
- -------------------------------------------------------------------------------
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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
- --------
1/ This Amendment No. 2 to Schedule 13D amends the Amendment No. 1 to Schedule
13D filed on behalf of (i) Carlyle-QCS Partners, L.P., (ii) TC Group, L.L.C.,
and (iii) TCG Holdings, L.L.C. (the "Reporting Persons") on January 21, 1999.
2/ This Amendment No. 2 to Schedule 13D merely adds as an exhibit to Amendment
No. 1 to Schedule 13D filed on behalf of Reporting Persons on January 21, 1999
the original Schedule 13D filed on behalf of Reporting Persons on June 27, 1995.
Reporting Persons are required to restate the text of the original Schedule 13D
filed in paper format pursuant to Rule 101(a)(2)(ii) of Regulation S-T.
<PAGE>
CUSIP No. 74725 H 10 1
Item 7. Materials to be filed as Exhibits
Exhibit 1. Schedule 13D filed June 27, 1995 (without exhibits).
<PAGE>
CUSIP No. 74725 H 10 1
Signature
After reasonable inquiry and to the best of the knowledge of the undersigned on
page 5 hereof, such undersigned certify that the information set forth in this
statement is true, complete and correct.
January 21, 1999
--------------------
Date
<PAGE>
CUSIP No. 74725 H 10 1
IN WITNESS WHEREOF, Carlyle-QCS, TC Group and TCG have caused this
Amendment No. 2 to Schedule 13D to be executed as of the date first above
written.
CARLYLE-QCS PARTNERS, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/ David M. Rubenstein
----------------------------
Name: David M. Rubenstein
Title: Managing Director
TC GROUP, L.L.C.
By: /s/ David M. Rubenstein
-----------------------------
Name: David M. Rubenstein
Title: Managing Director
TCG HOLDINGS, L.L.C.
By: /s/ David M. Rubenstein
---------------------------
Name: David M. Rubenstein
Title: Managing Director
<PAGE>
CUSIP No. 74725 H 10 1
Index to Exhibits
-----------------
Exhibit 1. Schedule 13D filed June 27, 1995 (without exhibits).
Exhibit 1
CUSIP No. 74725 H 10 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
QCS Corporation
----------------------
(Name of Issuer)
Common Stock, Par Value 0.001 Per Share
-------------------------------------------
(Title of Class of Securities)
74725 H 10 1
------------------
(CUSIP Number)
Michal Shaheen
c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington D. C. 2004
(202) 347-2626
----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 27, 1995
------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 1 of 294 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Page 2 of 294 Pages
<PAGE>
CUSIP No. 74725 H 10 1
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Carlyle-QCS Partners, L.P.
IRS # 52-1899559
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
AF
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
Shares Bene- 0 Shares
ficially --------------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 1,456,311 Shares /1/
ing Person --------------------------------------------------------------
With (9) Sole Dispositive Power
0 Shares
--------------------------------------------------------------
(10) Shared Dispositive Power
1,456,311 Shares /1/
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,456,311 Shares /1/
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.493% /2/
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
PN
- --------------------
1/ Receivable upon conversion of 1,456,311 shares of Convertible Preferred
Stock. Carlyle-QCS has no beneficial interest in the 145,631 shares receivable
from the Company upon exercise of certain warrant rights under a Class W Warrant
issued to TC Group, L.L.C. (See Items 4, 5 and 7).
2/ Percentages calculated based on 17,137,942 shares which equals all shares
reported as issued and outstanding on the Company's latest Form 10-QSB plus the
shares that will be issued upon conversion of the Convertible Preferred Stock
and shares that will be issued upon exercise of the Reporting Persons' rights to
purchase stock from the Company. (See Item 5(a)).
Page 3 of 294 Pages
<PAGE>
CUSIP No. 74725 H 10 1
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
T.C. Group, L.L.C.
IRS # 54-1686957
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
AF
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
Shares Bene- 0 Shares
ficially --------------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 1,601,942 Shares /1/
ing Person --------------------------------------------------------------
With (9) Sole Dispositive Power
0 Shares
--------------------------------------------------------------
(10) Shared Dispositive Power
1,601,942 Shares /1/
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,601,942 Shares /1/
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.3% /2/
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
00 (Limited Liability Company)
- ------------------
1/ Including the 1,456,311 shares receivable upon conversion of 1,456,311
shares of Convertible Preferred Stock; and (ii) the 145,631 shares receivable
from the Company upon exercise of certain warrant rights under a Class W
Warrant. (See Items 4, 5 and 7).
2/ Percentages calculated based on 17,137,942 shares which equals all shares
reported as issued and outstanding on the Company's latest Form 10-QSB plus the
shares that will be issued upon conversion of the Convertible Preferred Stock
and shares that will be issued upon exercise of the Reporting Persons' rights to
purchase stock from the Company. (See Item 5(a)).
Page 4 of 294 Pages
<PAGE>
CUSIP No. 74725 H 10 1
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
TCG Holdings, L.L.C.
IRS # 54-1686011
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
AF
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power
Shares Bene- 0 Shares
ficially --------------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 1,601,942 Shares /1/
ing Person --------------------------------------------------------------
With (9) Sole Dispositive Power
0 Shares
--------------------------------------------------------------
(10) Shared Dispositive Power
1,601,942 Shares /1/
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,601,942 Shares /1/
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.3% /2/
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
00 (Limited Liability Company)
- -----------------
1/ Including the 1,456,311 shares receivable upon conversion of 1,456,311
shares of Convertible Preferred Stock; and (ii) the 145,631 shares receivable
from the Company upon exercise of certain warrant rights under a Class W
Warrant. (See Items 4, 5 and 7).
2/ Percentages calculated based on 17,137,942 shares which equals all shares
reported as issued and outstanding on the Company's latest Form 10-QSB plus the
shares that will be issued upon conversion of the Convertible Preferred Stock
and shares that will be issued upon exercise of the Reporting Persons' rights to
purchase stock from the Company. (See Item 5(a)).
Page 5 of 294 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Item 1. Security and Issuer
The title of the class of equity securities to which this
Schedule relates is the Common Stock, par value $.001 per share (the "Common
Stock"), of QCS Corporation, a Delaware corporation (the "Company"). The address
of the Company is c/o Richard S. Lane, Esq., Second Floor, 222 Old Country Road,
Mineola New York 11501.
Item 2. Identity and Background
(a) - (c), (f) The names of the persons filing this Schedule
are (i) Carlyle-QCS Partners, L.P., a Delaware limited partnership
("Carlyle-QCS"); (ii) TC Group, L.L.C., a Delaware limited liability company
("TC Group"); and (iii) TCG Holdings, L.L.C., a Delaware limited liability
company ("TCG"; and collectively with Carlyle-QCS and TC Group referred to
herein as the "Reporting Persons").
TC Group is the sole general partner of Carlyle-QCS.
TCG is a member of TC Group and holds a controlling interest
in TC Group. The members of TCG are David M. Rubenstein, William E. Conway, Jr.,
Daniel A. D'Aniello, Richard G. Darman, James A. Baker, III and Frank C.
Carlucci, III (collectively, the "TCG Principals"). Each TCG Principal is a
citizen and resident of the United States. TCG and TC Group are managed by
Messrs. Rubenstein, Conway, D'Aniello and Darman, who are executive officers of
such entities. Messrs. Baker and Carlucci are not persons controlling such
entities.
The principal business of Carlyle-QCS is to invest in the
securities of the Company. The principal business of TC Group and TCG is
merchant banking.
The principal business address of Carlyle-QCS, TC Group and
TCG is c/o The Carlyle Group, 1001 Pennsylvania Avenue N.W., Suite 220 South,
Washington D.C. 20004.
(d) and (e). During the last five years, none of the Reporting
Persons has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) 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, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Carlyle-QCS has contracted to purchase an aggregate of
1,456,311 shares of the Company's authorized Series A Convertible Preferred
Stock, par value $.001 per share (the "Convertible Preferred Stock"), from the
Company, and TC Group has acquired the Class W Warrant (hereinafter defined) to
purchase 145,631 shares of newly-issued Common Stock from the Company
Page 6 of 294 Pages
<PAGE>
CUSIP No. 74725 H 10 1
(collectively, the "Financing Transaction"). The Financing Transaction closed on
November 22, 1994 pursuant to: (i) that certain Stock Purchase Agreement by and
among the Company, Carlyle-QCS and a syndicate of purchasers led by Mr. Yves
Sisteron (the "Sisteron Group"), dated as of November 22, 1994 (the "Stock
Purchase Agreement"); (ii) that certain Shareholders Agreement by and among the
Company, Carlyle-QCS and the Sisteron Group, dated November 22, 1994 (the
"Shareholders Agreement"); (iii) that certain Registration Rights Agreement by
and among the Company, Carlyle-QCS and the Sisteron Group, dated November 22,
1994 (the "Registration Rights Agreement"); and (iv) that certain Escrow
Agreement by and among the Company, Carlyle-QCS, and Arent Fox Kintner Plotkin &
Kahn, dated November 22, 1994 (the "Escrow Agreement"; and collectively with the
Stock Purchase Agreement, the Shareholders Agreement and the Registration Rights
Agreement referred to herein as the "Operative Documents"). The Operative
Documents are more fully described in Items 4 and 6.
The Convertible Preferred Stock together with a warrant
certificate issued to Carlyle-QCS (the "Class U Warrant") to effect the
conversion of the Convertible Preferred Stock and a warrant certificate for the
purchase of additional shares of Common Stock (the "Class W Warrant") were
placed in escrow pursuant to the terms of the Escrow Agreement.
As consideration for entering into the Financing Transaction,
Carlyle-QCS became obligated to pay $1.03 plus .0011764 per calendar day through
and including the date of payment, per share of Convertible Preferred Stock
issued to Carlyle-QCS (the "Purchase Price"). The Purchase Price may be reduced
in the event QCS Development Company, SA, the Company's subsidiary (the
"Subsidiary") realizes a net income during the fiscal year 1996 equal to forty
percent (40%) or less of its projected Net Income for the fiscal year 1996, as
defined and set forth in the Company's Information Memorandum dated July, 1994.
Such reduction shall take the form of, at the Company's option, a cash payment
or issuance of additional shares of Common Stock to Carlyle-QCS.
The parties to the Stock Purchase Agreement agreed that the
Purchase Price would be paid on or before February 15, 1994. Therefore,
Carlyle-QCS initially became obligated to pay an aggregate consideration of up
to $1,645,623. Subsequently, the parties agreed that the Purchase Price could be
paid after February 15, 1994 but prior to June 2, 1995 and further agreed that
the Purchase Price for all shares purchased by Carlyle-QCS would be a
non-escalating $1.15 per share. An initial partial payment of $575,000 was made
on February 22, 1995. Subsequent partial payments of $225,000 and $400,000 were
made on February 26, 1995 and March 14, 1995, respectively. Final payment, in
the amount of $475,758, was made on June 2, 1995 for an aggregate Purchase Price
of $1,674,758. The source of the consideration paid by Carlyle-QCS was
contributions from the partners of Carlyle-QCS.
On June 27, 1995, Carlyle-QCS and the Company sent a
notification letter to the escrow agent directing the escrow agent to release
(i) the Convertible Preferred Stock and the Class U Warrant and (ii) the Class W
Warrant from escrow and deliver the same to (x) Carlyle-QCS and to (y) TC Group,
respectively. At the time of such release, Carlyle-QCS will have full record and
beneficial ownership of the Convertible Stock.
Page 7 of 294 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Item 4. Purpose of Transaction.
The Financing Transaction described in the response to Item 3
was consummated by the Reporting Persons as a long-term strategic investment in
the Company.
Each Reporting Person may, subject to the continuing
evaluation of the factors discussed herein, acquire from time to time additional
shares of the Common Stock or other securities of the Company in the open market
or in privately negotiated transactions, by exchange offer or otherwise.
Depending on the factors discussed herein, each Reporting Person may, from time
to time, retain or sell all or a portion of its holdings of the shares of the
Common Stock in the open market or in privately negotiated transactions. Any
actions that any Reporting Person might undertake will be dependent upon such
person's review of numerous factors, including, among other things, the
availability of shares of the Common Stock for purchase and the price levels of
such shares; general market and economic conditions; ongoing evaluation of the
Company's business operations and prospects; the relative attractiveness of
alternative business and investment opportunities; the actions of the management
and the Board of Directors of the Company (the "Board"); and other future
developments.
To complete the Financing Transaction, the Company designated
the Convertible Preferred Stock consisting of 5,000,000 authorized shares.
Pursuant to the rights, preferences and designations of the Convertible
Preferred Stock, on all matters submitted to a stockholder vote, each holder of
a share of Convertible Preferred Stock is entitled to cast as many votes as the
holder of the number of shares of Common Stock such share of Convertible
Preferred Stock is convertible into on the record date for such vote (see below
regarding the conversion rate).
As holders of the Convertible Preferred Stock and additionally
pursuant to the Shareholders Agreement, Carlyle-QCS, together with the Sisteron
Group, acquired the right to designate three members to the Company's
seven-member Board of Directors. In addition, the holders of the Convertible
Preferred Stock are entitled to designate a fourth director to the Board of
Directors should the Subsidiary realize a net income for the fiscal year 1996 of
less than twenty percent (20%) of its projected Net Income for the fiscal year
1996, as defined and set forth in the Company's Information Memorandum, dated
July, 1994. Further, the Company is required to exercise its voting rights as
the majority shareholder of the Subsidiary so as to appoint three (3) directors
to the Subsidiary's Board of Directors chosen by Carlyle-QCS and the Sisteron
Group. In addition, Carlyle-QCS and the Sisteron Group shall be entitled to
choose a fourth director should the Subsidiary realize a net income for the
fiscal year 1996 less than twenty percent (20%) of its projected Net Income for
the fiscal year 1996, as defined and set forth in the Company's Information
Memorandum dated July, 1994. Carlyle-QCS designated itself as a director of the
Subsidiary and chose Mr. Michal Shaheen to serve as its legal representative.
Under the terms of the newly issued Convertible Preferred
Stock, the Company must pay cash dividends on the Convertible Preferred Stock at
the rate of 5% per annum. ($.0515 per share per annum subject to adjustments for
Page 8 of 294 Pages
<PAGE>
CUSIP No. 74725 H 10 1
stock splits or combinations). Such dividend payments are payable quarterly in
arrears and such dividends must be paid prior to any other dividends paid out to
holders of the Common Stock.
The newly issued Convertible Preferred Stock provides that
each share of Convertible Preferred Stock is convertible into Common Stock at
the rate of 1 to 1, subject to standard anti-dilution adjustment provisions.
Each holder of the Convertible Preferred Stock may convert such shares at
anytime.
Although the foregoing reflects activities presently
contemplated by each Reporting Person with respect to the Company, the foregoing
is subject to change at any time.
Other than as described above (Item 3), the Reporting Persons,
have no present plans or proposals which relate to or would result in: (i) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present Board or management of the Company, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on
the Board; (v) any material change in the present capitalization or dividend
policy of the Company; (vi) any other material change in the Company's business
or corporate structure; (vii) changes in the Company's certificate of
incorporation or by-laws or other actions which may impede the acquisition of
control of the Company by any persons; (viii) causing a class of securities of
the Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action
similar to those enumerated above.
Page 9 of 294 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Item 5. Interest in Securities of the Issuer
(a) Shares of Common Stock Beneficially Owned
<TABLE>
<CAPTION>
==========================================================================================================================
Right to Common Stock Upon
Conversion of Convertible Stock Right to Purchase Common Total Beneficial
Preferred Stock from the Company Ownership
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Carlyle-QCS 1,456,311 N.A. 1,456,311
- --------------------------------------------------------------------------------------------------------------------------
TC Group 1,456,311 145,631 1,601,942
- --------------------------------------------------------------------------------------------------------------------------
TCG 1,456,311 145,631 1,601,942
- --------------------------------------------------------------------------------------------------------------------------
Reporting Persons 1,456,311 145,631 1,601,942
==========================================================================================================================
</TABLE>
Page 10 of 294 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Approximate Percentage of Common Stock of the Company Beneficially Owned. /1/
<TABLE>
<CAPTION>
=====================================================================================================================
Convertible Stock Right to Purchase from the Total Beneficial
Preferred Company Ownership
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
Carlyle-QCS 8.49% N.A. 8.49%
- ---------------------------------------------------------------------------------------------------------------------
TC Group 8.49% .849% 9.3%
- ---------------------------------------------------------------------------------------------------------------------
TCG 8.49% .849% 9.3%
- ---------------------------------------------------------------------------------------------------------------------
Reporting Persons 8.49% .849% 9.3%
=====================================================================================================================
</TABLE>
1. Including the 1,456,311 shares receivable upon conversion of
1,456,311 shares of Convertible Preferred Stock; and (ii) the 145,631 shares
receivable from the Company upon exercise of the Class W Warrant.
(See Items 4, 5 and 7).
(b) TC Group may be deemed to be the beneficial owner of 1,456,331
shares of Convertible Preferred Stock (which converts into 1,456,311 shares of
Common Stock) as the sole general partner of Carlyle-QCS. TC Group may be deemed
to be the beneficial owner of 145,631 shares of Common Stock as the holder of
the Class W Warrant to purchase such shares from the Company. TC Group may be
deemed to share voting and disposal rights of all such shares, totaling
1,601,942, as the sole general partner of Carlyle-QCS. TCG, as a member holding
a controlling interest in TC Group, may be deemed to share all rights herein
described as belonging to TC Group.
Reporting Persons may be deemed to be the beneficial owners of
a total of 1,456,311 shares of Convertible Preferred Stock (which converts into
1,456,311 shares of Common Stock). Reporting Persons may be deemed to be the
beneficial owners of 145,631 shares of Common Stock as the holder of the Class W
Warrant to purchase such shares from the Company. Reporting Persons thus have
voting rights and disposal rights of all such shares, totaling 1,601,942.
(c) Other than the transactions described herein, none.
(d) No person other than the Reporting Persons is known to the
Reporting Persons to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock of the Company owned by the Reporting Persons.
(e) Not applicable.
Page 11 of 294 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Financing Transaction was consummated pursuant to the
Stock Purchase Agreement, the Shareholders Agreement, the Registration Rights
Agreement, and the Escrow Agreement.
Pursuant to the Stock Purchase Agreement, Carlyle-QCS
purchased: (i) 1,456,311 shares of newly issued Convertible Preferred Stock from
the Company; and (ii) TC Group acquired the Class W Warrant to purchase 145,631
shares of the Company's Common Stock from the Company at a price of $.01 per
share, which warrant may be exercised at any time on or prior to November 22,
1999.
Under the Shareholders Agreement, among other things, the
parties agreed that the holders of the Convertible Preferred Stock shall have
the right to designate three (3) directors to the Board of Directors of the
Company as well as the Board of Directors of the Subsidiary, and shall have the
right to designate a fourth (4th) director to the Board of Directors of the
Company as well as the Board of Directors of the Subsidiary, in the event the
Subsidiary realizes a net income during the fiscal year 1996 equal to less than
twenty percent (20%) of its projected Net Income for the fiscal year 1996, as
defined and set forth in the Company's Information Memorandum dated July, 1994.
Under the Escrow Agreement, the Company agreed to place (i) 1,456,311 shares of
Convertible Preferred Stock and the Class U Warrant and (ii) the Class W Warrant
in escrow with Arent Fox Kintner Plotkin & Kahn to be delivered to Carlyle-QCS
upon the full payment of the Purchase Price.
The Registration Rights Agreement provides, among other
things, that if the Company files a registration statement with the Securities
and Exchange Commission (excluding any registration statements filed on form
S-8, S-14 or S-15 or any successor or similar forms), the Company will include
the shares of Common Stock of Carlyle-QCS and such other registrable securities
(as defined therein) in such registration statement for sale in the same manner
and under the conditions as originally contemplated in such registration
statement. Additionally, Carlyle-QCS has the right on one occasion to cause the
Company to register its shares of Common Stock. The Company has agreed to incur
the expenses of all such registrations except for fees and expenses of counsel
for the selling stockholders and any underwriters or brokers' commissions, fees,
or expenses applicable to the shares being sold by such selling stockholders.
Following November 1994, the Company extended to Carlyle-QCS
additional time for the identification of selected investors to make the
investment in Carlyle-QCS. As originally contemplated by the Stock Purchase
Agreement, all amounts originally subscribed from the shareholders were to be
funded in February 1995. Following February 1995, the Company and Carlyle-QCS
were engaged in negotiations with regard to the final determination of price for
the shares of Convertible Preferred Stock. Following the conclusion of
Page 12 of 294 Pages
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CUSIP No. 74725 H 10 1
negotiations and the determination of price, a notification letter directing the
escrow agent to release 1,456,311 shares of Series A Convertible Preferred Stock
of the Company and the corresponding Class U Warrant was executed by Carlyle-QCS
and sent to the Company for execution on June 16, 1995. The notification letter
also directed the escrow agent to release the Class W Warrant representing TC
Group's right to purchase 145,631 shares of the Company.
Item 7. Material to be filed as Exhibits.
Exhibit 1. Joint Filing Agreement by and among Carlyle-QCS, TC Group
and TCG, dated June 27, 1995.
Exhibit 2. Stock Purchase Agreement by and among Carlyle-QCS, the
Company and the Sisteron Group, dated as of November 22, 1994.
Exhibit 3. Shareholders Agreement by and among Carlyle-QCS, the
Company and the Sisteron Group, dated as of November 22, 1994,
attached as Exhibit 3.2K to the Stock Purchase Agreement.
Exhibit 4. Registration Rights Agreement by and among Carlyle-QCS, the
Company and the Sisteron Group, dated as of November 22, 1994,
attached as Exhibit 3.2L to the Stock Purchase Agreement.
Exhibit 5. Certificate of Amendment of Certificate of Incorporation
(designating preferences of the Convertible Preferred Stock),
dated November 22, 1994, attached as Exhibit 2.1A to the Stock
Purchase Agreement.
Exhibit 6. Escrow Agreement by and among Carlyle-QCS, the Company and
Arent Fox Kintner Plotkin & Kahn, attached as Exhibit 2.1B to
the Stock Purchase Agreement.
Exhibit 7. Form of Class U Warrant to Purchase Common Stock of QCS
Corporation, attached as Exhibit 2.1AA to the Stock Purchase
Agreement.
Exhibit 8. Form of Class W Warrant to Purchase Common Stock of QCS
Corporation, attached as Exhibit 2.4B to the Stock Purchase
Agreement.
Page 13 of 294 Pages
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CUSIP No. 74725 H 10 1
Signature
After reasonable inquiry and to the best of the knowledge of the undersigned on
page 14 hereof, such undersigned certify that the information set forth in this
statement is true, complete and correct.
June 27, 1995
--------------
Date
Page 14 of 294 Pages
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CUSIP No. 74725 H 10 1
IN WITNESS WHEREOF, Carlyle-QCS, TC Group and TCG have caused this
Schedule 13D to be executed as of the date first above written.
CARLYLE-QCS PARTNERS, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/ David Rubenstein
-----------------------
Name: David M. Rubenstein
Title: Managing Director
TC GROUP, L.L.C.
By: /s/ David Rubenstein
-----------------------
Name: David M. Rubenstein
Title: Managing Director
TCG HOLDINGS, L.L.C.
By: /s/ David Rubenstein
-----------------------
Name: David M. Rubenstein
Title: Managing Director
Page 15 of 294 Pages
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CUSIP No. 74725 H 10 1
Index to Exhibits
Exhibit 1. Joint Filing Agreement by and among Carlyle-QCS, TC Group
and TCG, dated June 27, 1995.
Exhibit 2. Stock Purchase Agreement by and among Carlyle-QCS, the Company
and the Sisteron Group, dated as of November 22, 1994
Exhibit 3. Shareholders Agreement by and among Carlyle-QCS, the
Company and the Sisteron Group, dated as of November 22, 1994,
attached as Exhibit 3.2K to Stock Purchase Agreement.
Exhibit 4. Registration Rights Agreement by and among Carlyle-QCS, the
Company and the Sisteron Group, dated as of November 22, 1994,
attached as Exhibit 3.2L to Stock Purchase Agreement.
Exhibit 5. Certificate of Amendment of Certificate of Incorporation
(designating preferences of the Convertible Preferred Stock),
dated November 22, 1994, attached as Exhibit 2.1A to Stock
Purchase Agreement.
Exhibit 6. Escrow Agreement by and among Carlyle-QCS, the Company and
Arent Fox Kintner Plotkin & Kahn, attached as Exhibit 2.1B to
Stock Purchase Agreement.
Exhibit 7. Form of Class U Warrant to Purchase Common Stock of QCS
Corporation, attached as Exhibit 2.1AA to Stock Purchase
Agreement.
Exhibit 8. Form of Class W Warrant to Purchase Common Stock of QCS
Corporation, attached as Exhibit 2.4B to Stock Purchase
Agreement.
Page 16 of 294 Pages
