CUSIP No. 74725 H 10 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)(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 1, 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. 5 to Schedule 13D amends the Amendment No. 4 to Schedule
13 D filed on behalf of Reporting Persons on February 8, 2000.
(2) This Amendment No. 5 to Schedule 13D relates to the conversion of Series A
Preferred Stock to Common Stock by Reporting Parties on March 1, 2000 and
the disposition of 1.7% of the outstanding capital stock of the Issuer by
Reporting Persons between February 7, 2000 and March 1, 2000 (See Item 5).
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Page 1 of 13
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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(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
NUMBER OF 0 Shares
SHARES __________________________________________________________________
(8) SHARED VOTING POWER
BENEFICIALLY
489,700 Shares(2)
OWNED BY
__________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 0 Shares
PERSON __________________________________________________________________
(10) SHARED DISPOSITIVE POWER
WITH
489,700 Shares(2)
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
489,700 Shares(2)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
6.1%(3)
________________________________________________________________________________
(14) Type of Reporting Person
PN
________________________________________________________________________________
(1) No source of funds. This Amendment No. 5 to Schedule 13D relates to a
conversion of securities and 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 13
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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
NUMBER OF 0 Shares
SHARES __________________________________________________________________
(8) SHARED VOTING POWER
BENEFICIALLY
526,108 Shares(2)
OWNED BY
__________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 0 Shares
PERSON __________________________________________________________________
(10) SHARED DISPOSITIVE POWER
WITH
526,108 Shares(2)
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
526,108 Shares(2)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
6.5%(3)
________________________________________________________________________________
(14) Type of Reporting Person
00 (Limited Liability Company)
________________________________________________________________________________
(1) No source of funds. This Amendment No. 5 to Schedule 13D relates to a
conversion of securities and 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 13
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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
NUMBER OF 0 Shares
SHARES __________________________________________________________________
(8) SHARED VOTING POWER
BENEFICIALLY
526,108 Shares(2)
OWNED BY
__________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 0 Shares
PERSON __________________________________________________________________
(10) SHARED DISPOSITIVE POWER
WITH
526,108 Shares(2)
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
526,108 Shares(2)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
6.5%(3)
________________________________________________________________________________
(14) Type of Reporting Person
00 (Limited Liability Company)
________________________________________________________________________________
(1) No source of funds. This Amendment No. 5 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 13
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CUSIP No. 74725 H 10 1
Item 1. Security and Issuer
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The title of the class of equity securities to which this Amendment No. 5
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
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(a) - (c), (f) The names of the persons filing this Amendment No. 5 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 13
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CUSIP No. 74725 H 10 1
Item 3. Source and Amount of Funds or Other Consideration
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Carlyle-QCS delivered 1,683,688 shares of Series A Convertible Preferred
Stock, par value $.001 ("Series A Preferred Stock") to the Company as sole
consideration for 420,922 shares of Common Stock pursuant to the terms of the
Class U Warrant between Carlyle-QCS and the Company (as previously described in
Reporting Person's Original Schedule 13D, the "Class U Warrant"). To the extent
this Amendment No. 5 to Schedule 13D relates to the disposition of shares of
Common Stock, this Item 3 is not applicable.
Item 4. Purpose of Transaction
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This Amendment No. 5 relates to (i) the conversion of 1,683,688 shares of
Series A Preferred Stock into 420,922 shares of Common Stock pursuant to the
terms of the Class U Warrant; and (ii) the disposition by Carlyle-QCS of 133,600
shares of Common Stock in brokered open-market transactions since the filing of
Amendment No. 4 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.
Item 5. Interest in Securities of the Issuer
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(a) Shares of Common Stock Beneficially Owned
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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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Carlyle-QCS 486,700 3,000 489,700 6.1%
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TC Group 523,108 3,000 526,108 6.5%
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TCG 523,108 3,000 526,108 6.5%
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Reporting 523,108 3,000 526,108 6.5%
Persons
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(b) Carlyle-QCS may be deemed to share with the other Reporting Persons the
power to vote and dispose of (i) 486,700 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) 486,700 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 13
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CUSIP No. 74725 H 10 1
(c) Carlyle-QCS sold a total of 133,600 shares of Common Stock between
February 7, 2000 and March 1, 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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07-Feb 10,000 $33.625
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08-Feb 7,500 $34.917
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09-Feb 8,000 $35.125
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10-Feb 3,000 $35.729
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22-Feb 1,500 $30.250
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24-Feb 6,600 $30.246
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25-Feb 2,000 $29.438
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29-Feb 86,000 $19.749
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01-Mar 9,000 $18.663
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As of March 1, 2000, Carlyle-QCS exercised its right pursuant to the Class
U Warrant to convert 1,683,688 shares of Series A Preferred Stock into 420,922
shares of Common Stock by delivering to the Company its certificate(s) for such
Series A Preferred Stock along with a "Notice of Warrant Exercise" (attached
hereto as Exhibit 2). The Class U Warrant was previously disclosed in the
Company's original Schedule 13D and provides for the conversion of the Series A
Preferred Stock held by the Reporting Persons into Common Stock by delivery of
such certificates and a notice of exercise. See Exhibit 1 to Schedule 13D filed
on June 27, 1995.
(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 13
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CUSIP No. 74725 H 10 1
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
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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
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Exhibit 1. Joint Filing Agreement by and among Carlyle-QCS, TC Group and
TCG, dated March 3, 2000.
Exhibit 2 Notice of Warrant Exercise of Carlyle-QCS dated March 1, 2000.
Page 8 of 13
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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 3, 2000
Date
Page 9 of 13
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CUSIP No. 74725 H 10 1
IN WITNESS WHEREOF, Carlyle-QCS, TC Group and TCG have caused this
Amendment No. 5 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
----------------------------------------
Name: David Rubenstein
Title: Managing Director
Page 10 of 13
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CUSIP No. 74725 H 10 1
Index to Exhibits
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Page
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Exhibit 1. Joint Filing Agreement by and among Carlyle-QCS, TC Group and 12
TCG, dated March 3, 2000.
Exhibit 2 Notice of Warrant Exercise of Carlyle-QCS dated March 1, 2000. 13
Page 11 of 13
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EXHIBIT 1
JOINT FILING AGREEMENT
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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. 5 to
Schedule 13D referred to below) on behalf of each of them of a statement on the
Amendment No. 5 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 3rd day of March, 2000.
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
----------------------------------------
Name: David Rubenstein
Title: Managing Director
TCG HOLDINGS, L.L.C.
By: /s/ David Rubenstein
----------------------------------------
Name: David Rubenstein
Title: Managing Director
Page 12 of 13
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EXHIBIT 2
Appendix A
Notice of Warrant Exercise
Pursuant to a Warrant by and between the undersigned and SourcingLink.net
Corporation (formerly QCS Corporation), a Delaware corporation ("SNET"), dated
as of November 22, 1994 (the "Warrant") the undersigned hereby irrevocably
elects to exercise its warrant to the extent of purchasing 420,922 (post 4 to 1
stock split) shares of Common Stock (the "Warrant Shares") of SNET as provided
for therein. All capitalized terms used herein shall have the meanings assigned
to such terms in the Warrant.
Payment of the full Exercise Price of the Exercise Shares is enclosed herewith,
in the form of certificates for the Series A Preferred, duly endorsed in blank
for transfer to SNET.
The undersigned requests that a certificate for the Exercise Shares be issued in
the name of:
Carlyle-QCS Partners, L.P.
Dated:
March 1, 2000
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Address:
The Carlyle Group
1001 Pennsylvania Avenue
Washington, DC 20004-2505
Signature: /s/ David Rubenstein
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David Rubenstein
Page 13 of 13
