UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __1____)*
Mentortech Inc.
______________________________________________________
(Name of Issuer)
Common Stock, $0.01 Par Value
______________________________________________________
(Title of Class of Securities)
587266107
____________________________________
(CUSIP Number)
December 31, 1998
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
-x-- Rule 13d-1(b)
---- Rule 13d-1(c)
---- Rule 13d-1(d)
*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 the disclosures provided
in a prior cover page.
The information required in 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).
CUSIP No. 587266107 13G Page 2 of 13
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Fund III, L.P. ("The Fund") F13-3737427
MGP Advisers Limited Partnership* ("MGP") F13-3263120
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
56,899
- ----------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6
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(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
- ----------------------------------------------------------------
* AWM Investment Company, Inc., a Delaware corporaiton is the
General Partner of this entity.
CUSIP No. 587266107 13G Page 3 of 13
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Private Equity Fund, L.P. F13-3916551
("SSPE")
MG Advisers L.L.C. ("MG") F13-3916549
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
170,454 (including 56,818 warrants)
- ----------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
- ----------------------------------------------------------------
CUSIP No. 587266107 13G Page 4 of 13
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Cayman Fund, L.P. ("CAY") 98-0132442
AWM Investment Comapny, Inc. ("AWM") 11-3086452
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, Delaware
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
18,966
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.5
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IV/IA
- ----------------------------------------------------------------
CUSIP No. 587266107 13G Page 5 of 13 Pages
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Austin W. Marxe
David M. Greenhouse
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 246,319
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 246,319
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
246,319
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
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Page 6 of 13 Pages
Item 1.
(a) Name of Issuer: Mentortech, Inc.
(b) Address of Issuer's Principal Executive Offices:
462 7th Avenue, New York, NY 10018.
Item 2.
(a) Name of Person Filing: This statement is filed on behalf
of (i) Special Situations Fund III , L.P., a Delaware limited
partnership ("SSF III"); (ii) Special Situations Private
Equity Fund, L.P., a Delaware limited partnership ("SSPE")
(iii) Special Situations Cayman Fund, L.P. , a Cayman Islands
limited partnership (the "Cayman Fund"); (iv) MGP Advisers
Limited Partnership, a Delaware limited partnership,("MGP");
(v) MG Advisers L.L.C., a New York limited liability company
("MG"); (vi) AWM Investment Company, Inc., a Delaware
corporation ("AWM"); (vii)) Austin W. Marxe and (viii) David
Greenhouse. Each of the foregoing is hereinafter individually
referred to as a "Reporting Person" and collectively as the
"Reporting Persons."
(b) Address of Principal Business Office or, if none,
Residence: The principal office and business address of the
Reporting Persons, other than the Cayman Fund, is 153 East 53
Street, New York, New York 10022. The principal office and
business address of the Cayman Fund is c/o CIBC Bank and Trust
Company (Cayman) Limited, CIBC Bank Building, P.O. Box 694,
Grand Cayman, Cayman Islands, British West Indies.
(c) Citizenship: SSF III, SSPE, and MGP are Delaware limited
Page 7 of 13 Pages
partnerships. MG is a New York limited liability company and
AWM is a Delaware corporaiton. The Cayman Fund was formed
under the laws of the Cayman Island. Austin W. Marxe and
David M. Greenhouse are United States citizens.
The principal business of SSF III, SSPE, and the Cayman Fund
(individually, a "Fund" and, collectively, the "Funds") is to
invest in, sell, convey, transfer, exchange and otherwise
trade in principally equity and equity related securities.
The principal business of MGP is to act as general partner of
and investment adviser to SSF III. The principal business of
MG is to act as the general partner of and the investment
adviser to SSPE. The principal business of AWM is to act as
general partner of MGP and general partner of and investment
adviser to the Cayman Fund. MGP, MG, and AWM are referred to
herein, individually, as an "Adviser" and, collectively, as
the "Advisers." The principal occupation of Austin W. Marxe
and David Greenhouse is to serve as officers, directors and
members or principal shareholders of the Advisers.
2(d) Title of Class of Securities: See cover sheets.
(e) CUSIP Number: See cover sheets.
Item 3. If this statement is filed pursuant to $240.13d-1(b)
or 240.13d-2(b), check whether the person filing is
a:
(a) ( ) Broker or Dealer registered under section 15 of the
Act;
(b) ( ) Bank as defined in section 3(a) (6) of the Act;
Page 8 of 13 Pages
(c) ( ) Insurance Company as defined in section 3(a) (19) of
the Act;
(d) (x) Investment Company registered under section 8 of the
Investment Company Act of 1940;
(e) (x) An Investment Adviser in accordance with $240.13d
-1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in
accordance with $240.13d-1(b)(I)(ii)(F);
(g) (x) A parent holding company or control person in
accordance with $240.13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 246,319 shares of Common
Stock are beneficially owned by Austin W. Marxe and David
Greenhouse; of which 56,899 shares of common stock are owned
by SSF III, 170,454 (including 56,818 warrants to purchase
shares of common stock) shares of common stock are owned by
SSPE, and 18,966 shares of common stock are owned by CAY.
(b) Percent of Class: 6.8 percent of the Common Stock are
beneficially owned by Austin Marxe and David Greenhouse. 1.6
Page 9 of 13 Pages
percent of the Common Stock are beneficially owned by SSF III,
4.7 percent are beneficially owned by SSPE, and .5 percent are
owned by the Cayman Fund.
(c) Number of Shares as to which the person has Rights to
Vote and/or Dispose of Securities: SSF III, SSPE, CAY,
MGP, MG, and AWM have sole power to vote or to direct the
vote and to dispose or to direct the disposition of all
securities reported hereby which are respectively
beneficially owned by each Fund and its Adviser.
Austin Marxe and David Greenhouse have shared power to
vote or to direct the vote of and to dispose or to direct
the disposition of securities reported hereby which are
beneficially owned by Austin Marxe and David Greenhouse
by virtue of being Executive Officers of the Investment
Advisers.
Item 5. Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more that five percent of the class
of securities, check the following .
Item 6.Ownership of More than Five Percent on Behalf of
Another Person: SSF III, SSPE, and CAY, as owners of the
securities in question, have the right to receive any
dividends from, or proceeds from the sale of, such
securities.
Item 7. Identification and Classification of the Subsidiary
Page 10 of 13 Pages
Which Acquired the Security being Reported on By the
Parent Holding Company: See Exhibit A attached hereto.
Item 8. Identification and Classification of Members of the
Group: Not applicable
Item 9. Notices of Dissolution of Group: Not applicable.
Item 10. Certification:
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
Page 11 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 5, 1999
SPECIAL SITUATIONS FUND III, L.P.
By:/s/ Austin W. Marxe
Austin W. Marxe
Managing Director
MGP ADVISERS LIMITED PARTERSHIP
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
MG ADVISERS, L.L.C.
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
SPECIAL SITUATIONS CAYMAN FUND, L.P.
By: /s/ Austin W. Marxe
Austin W. Marxe
Managing Director
Page 12 of 13 Pages
AWM INVESTMENT COMPANY, INC.
By: /s/ Austin W. Marxe
Austin W. Marxe
President and CEO
/s/ Austin W. Marxe
AUSTIN W. MARXE
/s/David M Greenhouse
DAVID M. GREENHOUSE
Page 13 of 13 Pages
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. MGP Advisers Limited Partnership (MGP), a
Delaware limited partnership, is the general partner of the
Special Situations Fund III, l.P., a Delaware Limited
Partnership. AWM Investment Company, Inc., a Delaware
corporation, is the general partner of MGP and the general
partner of and investment adviser to the Cayman Fund. MG
Advisers, L.L.C. is the general partner of and investment
adviser to the Special Situations Private Equity Fund, L.P..
Austin W. Marxe and David M. Greenhouse are the principal
owners of MGP, MG, and AWM and are principally responsible for
the selection, acquisition and disposition of the portfolios
securities by the investment advisers on behalf of their Fund.
