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. 4)/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)
February 4, 2000/2
-------------------------------------------------------
(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).
- --------
/1 This Amendment No. 4 to Schedule 13D amends the Amendment No. 3 to
Schedule 13 D filed on behalf of Reporting Persons on January 11, 2000.
/2 This Amendment No. 4 to Schedule 13D relates to the disposition of less
than (but almost) 1% of the outstanding capital stock of the Issuer by Reporting
Persons between January 21, 2000 and February 4, 2000.
Page 1 of 12 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
- --------------------------------------------------------------------------------
(7) Sole Voting Power 0 Shares
NUMBER OF
SHARES ----------------------------------------------------------------
BENEFICIALLY (8) Shared Voting Power 623,300 Shares/2
OWNED
BY EACH ----------------------------------------------------------------
REPORTING (9) Sole Dispositive Power 0 Shares
PERSON
WITH ----------------------------------------------------------------
(10) Shared Dispositive Power 623,300 Shares/2
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
623,300 Shares/2
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
7.9%/3
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
PN
- --------------------------------------------------------------------------------
/1 No source of funds. This Amendment No. 4 to Schedule 13D relates to a
disposition of securities.
/2 Including 423,922 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 12 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
- --------------------------------------------------------------------------------
(7) Sole Voting Power 0 Shares
NUMBER OF
SHARES ----------------------------------------------------------------
BENEFICIALLY (8) Shared Voting Power 659,708 Shares/2
OWNED
BY EACH ----------------------------------------------------------------
REPORTING (9) Sole Dispositive Power 0 Shares
PERSON
WITH ----------------------------------------------------------------
(10) Shared Dispositive Power 659,708 Shares/2
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
659,708 Shares/2
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.4%/2
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
00 (Limited Liability Company)
- --------------------------------------------------------------------------------
/1 No source of funds. This Amendment No. 4 to Schedule 13D relates to a
disposition of securities.
/2 Including 423,922 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 12 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
- --------------------------------------------------------------------------------
(7) Sole Voting Power 0 Shares
NUMBER OF
SHARES ----------------------------------------------------------------
BENEFICIALLY (8) Shared Voting Power 659,708 Shares/2
OWNED
BY EACH ----------------------------------------------------------------
REPORTING (9) Sole Dispositive Power 0 Shares
PERSON
WITH ----------------------------------------------------------------
(10) Shared Dispositive Power 659,708 Shares/2
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
659,708 Shares/2
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.4%/3
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
00 (Limited Liability Company)
- --------------------------------------------------------------------------------
/1 No source of funds. This Amendment No. 4 to Schedule 13D relates to a
disposition of securities.
/2 Including 423,922 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 12 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.
4 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. 4 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 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Item 3. Source and Amount of Funds or Other Consideration
- ---------------------------------------------------------
This Amendment No. 4 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. 4 relates to the disposition by Carlyle-QCS of
70,000 shares of Common Stock in brokered open-market transactions since filing
of Amendment No. 3 to Schedule 13D. Depending on prevailing market conditions
and the Reporting Persons' internal valuations, the Reporting Persons expects to
make further dispositions of Common Stock in the future.
Item 5. Interest in Securities of the Issuer
- --------------------------------------------
(a) Shares of Common Stock Beneficially Owned
<TABLE>
<CAPTION>
Right to Common
Common Stock Upon
Stock Conversion of Total Percentage
Beneficially Convertible Preferred Beneficial Beneficial
Owned Stock Ownership Ownership/1
----- ----- --------- ----------
<S> <C> <C> <C> <C>
Carlyle-QCS 199,378 423,922 623,300 7.9%
TC Group 235,786 423,922 659,708 8.4%
TCG 235,786 423,922 659,708 8.4%
Reporting 235,786 423,922 659,708 8.4%
Persons
</TABLE>
(b) Carlyle-QCS may be deemed to share with the other Reporting Persons
the power to vote and dispose of (i)199,378 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. 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) 199,378 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.
- --------
/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 6 of 12 Pages
<PAGE>
CUSIP No. 74725 H 10 1
(c) Carlyle-QCS sold a total of 70,000 shares of Common Stock between
January 21, 2000 and February 4, 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:
Date of Sale Share Amount Price
------------ ------------ -----
21-Jan 1,000 43.75
24-Jan 10,000 35.875
26-Jan 5,000 36.425
27-Jan 7,500 36.4467
31-Jan 4,000 38.5625
1-Feb 26,300 38.3493
3-Feb 8,000 36.2977
4-Feb 8,200 36.3160
Total 70,000
Furthermore, to complete and correct the record with respect to shares
of securities sold at market rates and previously disclosed on Amendment No. 3
to Schedule 13D, the following sales were made on the dates listed at the prices
indicated:
Date of Sale Share Amount Price
------------ ------------ -----
15-Dec 7,500 20.7916
16-Dec 2,500 21
17-Dec 40,000 20.0915
17-Dec 44,700 20.0915
Total 94,700
(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 7 of 12 Pages
<PAGE>
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 February 8, 2000.
Page 8 of 12 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.
February 8, 2000
Date
Page 9 of 12 Pages
<PAGE>
CUSIP No. 74725 H 10 1
IN WITNESS WHEREOF, Carlyle-QCS, TC Group and TCG have caused this
Amendment No. 4 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 12 Pages
<PAGE>
CUSIP No. 74725 H 10 1
Index to Exhibits
-----------------
Page
----
Exhibit 1. Joint Filing Agreement by and among Carlyle-QCS, TC Group 12
and TCG, dated February 8, 2000.
Page 11 of 12 Pages
<PAGE>
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. 4 to Schedule 13D referred to below) on behalf of each of them of
a statement on the Amendment No. 4 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 8th day of February, 2000.
CARLYLE-QCS PARTNERS, L.P.
By: TC Group, L.L.C., its General Partner
By:
--------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
TC GROUP, L.L.C.
By:
--------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
TCG HOLDINGS, L.L.C.
By:
--------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
Page 12 of 12 Pages
