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. 3) /1
SourcingLink.net, Inc.
- --------------------------------------------------------------------------------
(formerly QCS.net 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. 2 to Schedule
13 D filed on behalf of Reporting Persons on January 22, 1999.
2/ This Amendment No. 2 to Schedule 13D relates solely to the disposition of
1.2% of the outstanding capital stock of the Issuer by Reporting Persons on
December 15-17, 1999.
Page 1 of 14 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
00
- --------------------------------------------------------------------------------
(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 0 Shares
Beneficially -------------------------------------------------------------
Owned by (8) Shared Voting Power
Each 693,300 Shares /2
Reporting -------------------------------------------------------------
Person (9) Sole Dispositive Power
With 0 Shares
-------------------------------------------------------------
(10) Shared Dispositive Power
693,300 Shares /2
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
693,300 Shares /2
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.8% /3
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
PN
- ---------
1/ No source of funds. This Amendment No. 3 to Schedule 13D relates to a
disposition of securities.
2/ Including 432,922 shares of Common Stock receivable upon conversion of
1,695,688 shares of Convertible Preferred Stock.
3/ Percentages calculated based on 7,891,036 shares which equals 7,082,661
shares of Common Stock reported as issued and outstanding on the Company's
Form 10-Q dated November 15, 1999 plus the 808,375 shares of Common Stock
that would be issued upon conversion of the 3,233,498 shares of Series A
Preferred Stock, which is the amount reported as issued and outstanding on
the Company's Notice of Annual Meeting dated July 22, 1999 as adjusted for
the 97,088 shares of Series A Preferred Stock reported as converted on the
Company's Form 10-Q dated November 15, 1999.
Page 2 of 14 Pages
<PAGE>
CUSIP No. 74725 H 10 1
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
TC 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
00 /1
- --------------------------------------------------------------------------------
(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 0 Shares
Beneficially -------------------------------------------------------------
Owned by (8) Shared Voting Power
Each 729,708 Shares /2
Reporting -------------------------------------------------------------
Person (9) Sole Dispositive Power
With 0 Shares
-------------------------------------------------------------
(10) Shared Dispositive Power
729,708 Shares /2
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
729,708 Shares /2
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.2% /2
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
00 (Limited Liability Company)
- ---------
1/ No source of funds. This Amendment No. 3 to Schedule 13D relates to a
disposition of securities.
2/ Including 432,922 shares receivable upon conversion of 1,695,688 shares of
Convertible Preferred Stock.
3/ Percentages calculated based on 7,891,036 shares which equals 7,082,661
shares of Common Stock reported as issued and outstanding on the Company's
Form 10-Q dated November 15, 1999 plus the 808,375 shares of Common Stock
that would be issued upon conversion of the 3,233,498 shares of Series A
Preferred Stock, which is the amount reported as issued and outstanding on
the Company's Notice of Annual Meeting dated July 22, 1999 as adjusted for
the 97,088 shares of Series A Preferred Stock reported as converted on the
Company's Form 10-Q dated November 15, 1999.
Page 3 of 14 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
00 /1
- --------------------------------------------------------------------------------
(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 0 Shares
Beneficially -------------------------------------------------------------
Owned by (8) Shared Voting Power
Each 729,708 Shares /2
Reporting -------------------------------------------------------------
Person (9) Sole Dispositive Power
With 0 Shares
-------------------------------------------------------------
(10) Shared Dispositive Power
729,708 Shares /2
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
729,708 Shares /2
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.2% /3
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
00 (Limited Liability Company)
- ---------
1/ No source of funds. This Amendment No. 3 to Schedule 13D relates to a
disposition of securities.
2/ Including 432,922 shares receivable upon conversion of 1,695,688 shares of
Convertible Preferred Stock.
3/ Percentages calculated based on 7,891,036 shares which equals 7,082,661
shares of Common Stock reported as issued and outstanding on the Company's
Form 10-Q dated November 15, 1999 plus the 808,375 shares of Common Stock
that would be issued upon conversion of the 3,233,498 shares of Series A
Preferred Stock, which is the amount reported as issued and outstanding on
the Company's Notice of Annual Meeting dated July 22, 1999 as adjusted for
the 97,088 shares of Series A Preferred Stock reported as converted on the
Company's Form 10-Q dated November 15, 1999.
Page 4 of 14 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Item 1. Security and Issuer
The title of the class of equity securities to which this
Amendment No.1 to Schedule 13D relates is the Common Stock, par value $.001 per
share (the "Common Stock"), of SourcingLink.net, Inc., a Delaware corporation
(formerly QCS.net Corporation) (the "Company"). The address of the Company is
16855 Bernardo Drive, Suite 260, San Diego, CA 92127.
Item 2. Identity and Background
(a) - (c), (f) The names of the persons filing this Amendment
No.3 to Schedule 13D 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 information regarding the managing members of TCG is the same
as disclosed in the original Schedule 13D and previous amendments, provided that
the following persons have subsequently also become managing members of TCG:
Leslie L. Armitage, Peter J. Clare,W. Robert Dahl and Glenn A. Youngkin. Each
managing member holds the office of Managing Director, is employed in the
business of merchant banking, is a United States citizen and has a principal
business address of: c/o The Carlyle Group, 1001 Pennsylvania Avenue, Suite 220,
Washington, D.C. 20004-2505.
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.
Page 5 of 14 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Item 3. Source and Amount of Funds or Other Consideration
This Amendment No. 3 to Schedule 13D relates to the
disposition of shares of Common Stock and thus this Item 3 is not applicable.
Item 4. Purpose of Transaction
This Amendment No.3 relates to the disposition by Carlyle-QCS
of 94,700 shares of Common Stock in brokered open-market transactions. Depending
on prevailing market conditions and the Reporting Persons' internal valuations,
the Reporting Persons may consider further dispositions of Common Stock in the
future.
Page 6 of 14 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Item 5. Interest in Securities of the Issuer
(a) Shares of Common Stock Beneficially Owned
Right to Common
Common Stock Upon
Stock Conversion of Total Percentage
Beneficially Convertible Preferred Beneficial Beneficial
Owned Stock Ownership Ownership /1
----- ----- --------- ---------
Carlyle-QCS 269,378 423,922 693,300 8.8%
TC Group 305,786 423,922 729,708 9.2%
TCG 305,786 423,922 729,708 9.2%
Reporting 305,786 423,922 729,708 9.2%
Persons
(b) Carlyle-QCS may be deemed to share with the other Reporting Persons
the power to vote and dispose of (i) 269,378 shares of Common Stock and (ii)
423,922 shares of Common Stock receivable upon conversion of 1,695,688 shares of
Convertible Preferred Stock. Carlyle-QCS has no power to vote or dispose of
36,408 shares of Common Stock issued to TC Group. TC Group may be deemed to
share with the other Reporting Persons the power to vote and dispose of (i)
269,378 shares of Common Stock and (ii) 423,922 shares of Common Stock
receivable upon conversion of 1,695,688 shares of Convertible Preferred Stock.
TC Group may be deemed to share with TCG the power to vote and dispose of 36,408
shares of Common Stock issued to TC Group. TCG, as a member holding a
controlling interest in TC Group, may be deemed to share all rights herein
described belonging to TC Group.
(c) Carlyle-QCS sold 7,300 shares of Common Stock on December 15, 1999,
2,500 shares of Common Stock on December 16, 1999 and 84,700 shares of Common
Stock on December 17, 1999, each pursuant to brokered open market transactions.
(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.
- --------
1/ Percentages calculated based on 7,891,036 shares which equals
7,082,661 shares of Common Stock reported as issued and outstanding on the
Company's Form 10-Q dated November 15, 1999 plus the 808,375 shares of Common
Stock that would be issued upon conversion of the 3,233,498 shares of Series A
Preferred Stock, which is the amount reported as issued and outstanding on the
Company's Notice of Annual Meeting dated July 22, 1999 as adjusted for the
97,088 shares of Series A Preferred Stock reported as converted on the Company's
Form 10-Q dated November 15, 1999.
Page 7 of 14 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
On December 22, 1999, a lock-up letter, dated as of August 5,
1999, by and between Carlyle-QCS and Needham & Company, expired by its terms.
The lock-up letter is attached as Exhibit 2. The Reporting Persons were informed
by the Company that Needham & Company had waived the terms of the lock-up letter
with respect to the transaction reported herein. As of the date hereof, none of
the Reporting Persons are subject to any contracts, understandings or
relationships with respect to the securities of the issue other than as
previously disclosed on Schedule 13D or a previous amendment thereto.
Item 7. Materials to be filed as Exhibits
Exhibit 1. Joint Filing Agreement by and among Carlyle-QCS, TC Group and TCG,
dated January 10, 2000.
Exhibit 2. Lock-up Letter, dated August 5, 1999, by and between Carlyle-QCS and
Needham & Company, Inc.
Page 8 of 14 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Signature
After reasonable inquiry and to the best of the knowledge of the undersigned on
page 10 hereof, such undersigned certify that the information set forth in this
statement is true, complete and correct.
January 10, 2000
Date
Page 9 of 14 Pages
<PAGE>
CUSIP No. 74725 H 10 1
IN WITNESS WHEREOF, Carlyle-QCS, TC Group and TCG have caused this
Amendment No. 3 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/ Daniel A. D'Aniello
-------------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
TC GROUP, L.L.C.
By: /s/ Daniel A. D'Aniello
-------------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
TCG HOLDINGS, L.L.C.
By: /s/ Daniel A. D'Aniello
-------------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
Page 10 of 14 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Exhibit 1. Joint Filing Agreement by and among Carlyle-QCS, TC Group and 12
TCG, dated January 10, 2000.
Exhibit 2. Lock-up Letter, dated August 5, 1999, by and between Carlyle-QCS and 13
Needham & Company, Inc.
</TABLE>
Page 11 of 14 Pages
Exhibit 1
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the
Amendment No. 3 to Schedule 13D referred to below) on behalf of each of them of
a statement on the Amendment No. 3 to Schedule 13D (including amendments
thereto) with respect to the common stock, par value $.001 per share, of
SourcingLink.net, Inc., a Delaware corporation, and that this Agreement may be
included as an Exhibit to such joint filing. This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, Carlyle-QCS, TC Group and TCG have caused
this Agreement to be executed as of the 10th day of January, 2000.
CARLYLE-QCS PARTNERS, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/ Daniel A. D'Aniello
---------------------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
TC GROUP, L.L.C.
By: /s/ Daniel A. D'Aniello
---------------------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
TCG HOLDINGS, L.L.C.
By: /s/ Daniel A. D'Aniello
---------------------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
Page 12 of 14 Pages
LOCK-UP LETTER
Needham & Company, Inc.
445 Park Avenue
New York, NY 10022
Ladies and Gentlemen:
The undersigned understands that you, as placement agent (the "Agent")
propose to arrange for the sale (the "Placement") to certain accredited
investors (the "Investors") of an aggregate of up to $10 million of Common Stock
of SourcingLink.net Corporation, a Delaware corporation (the "Company").
To induce the Agent and the Investors to continue their efforts in
connection with the Placement, the undersigned hereby agrees that, without the
prior written consent of the Agent on behalf of the Investors, he/she or it will
not, during the period commencing on the date hereof and ending on the date the
registration statement covering the shares of Common Stock being issued in the
Placement becomes effective, (1) offer, pledge, sell, contract to sell, make any
short sale, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrants to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock, including without limitation the Series A Preferred Stock
(collectively, the "Shares") or (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of the Shares, whether any such transaction described in clause (1)
or (2) above is to be settled by delivery of the Shares, in cash or otherwise.
The foregoing sentence shall not apply to the conversion into shares of Common
Stock of any warrants or Series A Preferred Stock held by the undersigned (but
shall apply to the sale or transfer of any shares of Common Stock received by
the undersigned pursuant to such conversion) or to any sale or transfer of any
shares (i) as a bona fide gift or gifts, including, without limitation,
transfers to beneficiaries or trusts for estate planning purposes, provided the
donee or donees thereof agree in writing to be bound by the terms of this
Lock-Up Letter and deliver an executed copy of this Lock-Up Letter to the Agent,
or (ii) as a distribution to affiliates of the undersigned, if any, provided
that distributees thereof agree in writing to be bound by the terms of this
Lock-Up Letter and deliver an executed copy of this Lock-Up Letter to the Agent.
In addition, the undersigned agrees that, without the prior written consent of
the Agent on behalf of the Investors, it will not, during the period commencing
on the date hereof and ending on the date the registration statement covering
the shares of Common Stock being issued in the Placement becomes effective, make
any demand for or exercise any right with respect to, the registration of any
Shares, and that any piggyback registration rights the undersigned may have
shall not apply to the registration statement covering the resale of the shares
of Common Stock being issued in the Placement.
The undersigned hereby acknowledges that this Lock-Up Letter is valid
and binding notwithstanding any prior agreements relating to this matter and
further agrees and consents to the entry of stop-transfer instructions with the
Company's transfer agent against the transfer of shares of Common Stock held by
the undersigned except in compliance with the terms and conditions of this
Lock-Up Letter. The undersigned further acknowledges that the agreements of the
undersigned are
Page 13 of 14 Pages
<PAGE>
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns. The undersigned also understands that
the Company, the Agent and the Investors will proceed with the Placement in
reliance on this Lock-Up Letter. Whether or not the Placement actually occurs
depends on a number of factors, including market conditions. Any Placement will
only be made pursuant to definitive agreements, the terms of which are subject
to negotiation between the Company and the Investors. This Agreement shall
expire by its terms if the Closing Date of the Placement does not occur by
September 30, 1999.
Very truly yours,
/s/ Carlyle - QCS Partners, LP
--------------------------------------------
Name of Securityholder
/s/ David M. Rubenstein
--------------------------------------------
Signature of Authorized Signatory
/s/ David M. Rubenstein
--------------------------------------------
Print Name and Title, if applicable
--------------------------------------------
Additional Signatures, if stock jointly held
August 5, 1999
--------------------------------------------
Date
Page 14 of 14 Pages
