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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. 6)/1
SourcingLink.net, Inc.
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(formerly QCS.net Corporation)
(Name of Issuer)
Common Stock, Par Value 0.001 Per Share
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(Title of Class of Securities)
74725 H 10 1
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(CUSIP Number)
Ed Mathias
c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington D. C. 20004
(202) 347-2626
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 29, 2000/2
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of 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).
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1/ This Amendment No. 6 to Schedule 13D amends the Amendment No. 5 to Schedule
13 D filed on behalf of Reporting Persons on March 1, 2000.
2/ This Amendment No. 6 to Schedule 13D relates to the disposition of 2.1% of
the outstanding capital stock of the Issuer by Reporting Persons between
March 2, 2000 and March 29, 2000 (See Item 5). As of March 29, 2000, none
of the Reporting Persons are beneficial owners of 5% or more of the Common
Stock.
Page 1 of 12
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<PAGE>
CUSIP No. 74725 H 10 1
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Carlyle-QCS Partners, L.P.
IRS # 52-1899559
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
00/1
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power
0 Shares
Number of --------------------------------------------------------------
Shares Bene- (8) Shared Voting Power
ficially 318,300 Shares/2
Owned by --------------------------------------------------------------
Each Report- (9) Sole Dispositive Power
ing Person 0 Shares
With --------------------------------------------------------------
(10) Shared Dispositive Power
318,300 Shares/2
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
318,300 Shares/2
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
4.0%/3
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(14) Type of Reporting Person
PN
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1/ No source of funds. This Amendment No. 6 to Schedule 13D relates to the
disposition of securities.
2/ Including 3,000 shares of Common Stock receivable upon conversion of 12,000
shares of Series A Preferred Stock.
3/ Percentages calculated based on 8,041,615 shares which equals 7,548,120
shares of Common Stock reported as issued and outstanding on the Company's
latest Form 10-Q as of February 2, 2000 plus 493,495 shares of Common Stock
that would be issued upon conversion of the 1,973,980 shares of Series A
Preferred Stock, which is the amount that Company management informed the
Reporting Persons was issued and outstanding as of January 31, 2000.
Page 2 of 12
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CUSIP No. 74725 H 10 1
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
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TC Group, L.L.C.
IRS # 54-1686957
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
00/1
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power
0 Shares
Number of --------------------------------------------------------------
Shares Bene- (8) Shared Voting Power
ficially 354,708 Shares/2
Owned by --------------------------------------------------------------
Each Report- (9) Sole Dispositive Power
ing Person 0 Shares
With --------------------------------------------------------------
(10) Shared Dispositive Power
354,708 Shares/2
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
354,708 Shares/2
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
4.4%/3
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(14) Type of Reporting Person
00 (Limited Liability Company)
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1/ No source of funds. This Amendment No. 6 to Schedule 13D relates to the
disposition of securities.
2/ Including 3,000 shares receivable upon conversion of 12,000 shares of
Series A Preferred Stock.
3/ Percentages calculated based on 8,041,615 shares which equals 7,548,120
shares of Common Stock reported as issued and outstanding on the Company's
latest Form 10-Q as of February 2, 2000 plus 493,495 shares of Common Stock
that would be issued upon conversion of the 1,973,980 shares of Series A
Preferred Stock, which is the amount that Company management informed the
Reporting Persons was issued and outstanding as of January 31, 2000.
Page 3 of 12
<PAGE>
CUSIP No. 74725 H 10 1
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
TCG Holdings, L.L.C.
IRS # 54-1686011
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
001/1
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power
0 Shares
Number of --------------------------------------------------------------
Shares Bene- (8) Shared Voting Power
ficially 354,708 Shares/2
Owned by --------------------------------------------------------------
Each Report- (9) Sole Dispositive Power
ing Person 0 Shares
With --------------------------------------------------------------
(10) Shared Dispositive Power
354,708 Shares/2
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
354,708 Shares/2
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
4.4%/3
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(14) Type of Reporting Person
00 (Limited Liability Company)
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1/ No source of funds. This Amendment No. 6 to Schedule 13D relates to a
disposition of securities.
2/ Including 3,000 shares receivable upon conversion of 12,000 shares of
Series A Preferred Stock.
3/ Percentages calculated based on 8,041,615 shares which equals 7,548,120
shares of Common Stock reported as issued and outstanding on the Company's
latest Form 10-Q as of February 2, 2000 plus 493,495 shares of Common Stock
that would be issued upon conversion of the 1,973,980 shares of Series A
Preferred Stock, which is the amount that Company management informed the
Reporting Persons was issued and outstanding as of January 31, 2000.
Page 4 of 12
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CUSIP No. 74725 H 10 1
Item 1. Security and Issuer
The title of the class of equity securities to which this
Amendment No. 6 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. 6 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 as amended by previous amendments.
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 12
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CUSIP No. 74725 H 10 1
Item 3. Source and Amount of Funds or Other Consideration
This Amendment No. 6 to Schedule 13D relates to the
disposition of shares of Common Stock. This Item 3 is not applicable.
Item 4. Purpose of Transaction
This Amendment No. 6 relates to the disposition by Carlyle-QCS
of 171,400 shares of Common Stock in brokered open-market transactions since the
filing of Amendment No. 5 to Schedule 13D. Depending on prevailing market
conditions and the Reporting Persons' internal valuations, the Reporting Persons
expect to make further dispositions of Common Stock in the future. As of March
29, 2000, none of the Reporting Persons are beneficial owners of 5% or more of
the Common Stock.
Item 5. Interest in Securities of the Issuer
(a) Shares of Common Stock Beneficially Owned
<TABLE>
<CAPTION>
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Right to Common
Common Stock Upon
Stock Conversion of Total Percentage
Beneficially Convertible Preferred Beneficial Beneficial
Owned Stock Ownership Ownership/1
----- ----- --------- ---------
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<S> <C> <C> <C> <C>
Carlyle-QCS 315,300 3,000 318,300 4.0%
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TC Group 351,708 3,000 354,708 4.4%
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TCG 351,708 3,000 354,708 4.4%
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Reporting 351,708 3,000 354,708 4.4%
Persons
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</TABLE>
(b) Carlyle-QCS may be deemed to share with the other
Reporting Persons the power to vote and dispose of (i) 315,300 shares of Common
Stock and (ii) 3,000 shares of Common Stock receivable upon conversion of 12,000
shares of Series A Preferred Stock. Carlyle-QCS has no power to vote or dispose
of 36,408 shares of Common Stock issued to TC Group. As the sole general partner
of Carlyle-QCS, TC Group may be deemed to share with the other Reporting Persons
the power to vote and dispose of (i) 315,300 shares of Common Stock and (ii)
3,000 shares of Common Stock receivable upon conversion of 12,000 shares of
Series A 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.
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1/ Percentages calculated based on 8,041,615 shares which equals 7,548,120
shares of Common Stock reported as issued and outstanding on the Company's
latest Form 10-Q as of February 2, 2000 plus 493,495 shares of Common Stock
that would be issued upon conversion of the 1,973,980 shares of Series A
Preferred Stock, which is the amount that Company management informed the
Reporting Persons was issued and outstanding as of January 31, 2000.
Page 6 of 12
<PAGE>
CUSIP No. 74725 H 10 1
(c) Carlyle-QCS sold a total of 171,400 shares of Common Stock
between March 2, 2000 and March 29, 2000, each pursuant to brokered open market
transactions. Such shares were sold on the following dates, in the following
amounts and at the prices indicated:
Dates Amount Price
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02-Mar 10,000 $19.44
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03-Mar 4,200 $19.76
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07-Mar 25,000 $18.50
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08-Mar 31,100 $18.53
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09-Mar 2,500 $18.50
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13-Mar 3,500 $13.21
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14-Mar 1,500 $14.50
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15-Mar 10,000 $9.25
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16-Mar 8,000 $10.50
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17-Mar 2,000 $10.50
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28-Mar 21,100 $11.51
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29-Mar 52,500 $10.03
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(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) As of March 29, 2000, each of the Reporting Persons ceased
to be the beneficial owner of 5% or more of the Common Stock.
Page 7 of 12
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CUSIP No. 74725 H 10 1
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
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 issuer 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 March 29, 2000.
Page 8 of 12
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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 10 hereof, such undersigned certify that the information set forth in this
statement is true, complete and correct.
March 29, 2000
Date
Page 9 of 12
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CUSIP No. 74725 H 10 1
IN WITNESS WHEREOF, Carlyle-QCS, TC Group and TCG have caused
this Amendment No. 6 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 Rubenstein
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Name: David Rubenstein
Title: Managing Director
TC GROUP, L.L.C.
By: /s/ David Rubenstein
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Name: David Rubenstein
Title: Managing Director
TCG HOLDINGS, L.L.C.
By: /s/ David Rubenstein
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Name: David Rubenstein
Title: Managing Director
Page 10 of 12
<PAGE>
CUSIP No. 74725 H 10 1
Index to Exhibits
Page
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Exhibit 1. Joint Filing Agreement by and among Carlyle-QCS, 12
TC Group and TCG, dated March 29, 2000.
Page 11 of 12
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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. 6 to Schedule 13D referred to below) on behalf of each of them of
a statement on the Amendment No. 6 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 29th day of March, 2000.
CARLYLE-QCS PARTNERS, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/ David Rubenstein
-----------------------------------
Name: David Rubenstein
Title: Managing Director
TC GROUP, L.L.C.
By: /s/ David Rubenstein
-----------------------------------
Name: David Rubenstein
Title: Managing Director
TCG HOLDINGS, L.L.C.
By: /s/ David Rubenstein
-----------------------------------
Name: David Rubenstein
Title: Managing Director
Page 12 of 12
