<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
Clarion Technologies, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
180606 10 5
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(CUSIP Number)
William Blair Mezzanine Capital Fund III, L.P.
Attention: Terrance M. Shipp
222 West Adams Street
Chicago, Illinois 60606
with a copy to:
Laurence R. Bronska, Esq.
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4927
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 2, 2000
(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(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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, as amended ("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).
<PAGE> 2
CUSIP NO. 180606 10 5 13D PAGE 2 OF 15 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
William Blair Mezzanine Capital Fund III, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC.
------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
2,847,797 (1)
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
2,847,797 (1)
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- 0 -
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,797
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1% (2)
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
------------------------------------------------------------------------------
(1) Power is exercised through its sole general partner, William
Blair Mezzanine Capital Partners III, L.L.C.
(2) Based on 20,620,495 shares of Common Stock outstanding as of
July 14, 2000.
<PAGE> 3
CUSIP NO. 180606 10 5 13D PAGE 3 OF 15 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
William Blair Mezzanine Capital Partners III, L.L.C.
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
2,847,797 (1) (2)
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
2,847,797 (1) (2)
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- 0 -
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,797 (1) (2)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1% (3)
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00
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(1) Solely in its capacity as the sole general partner of William Blair
Mezzanine Capital Fund III, L.P.
(2) Power is exercised through its members, William Blair & Company,
L.L.C., and Wilblairco Associates, and its Initial Managing Directors,
Timothy J. MacKenzie, Terrance M. Shipp and Marc J. Walfish.
(3) Based on 20,620,495 shares of Common Stock outstanding as of
July 14, 2000.
<PAGE> 4
CUSIP NO. 180606 10 5 13D PAGE 4 OF 15 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
William Blair & Company, L.L.C.
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
- 0 -
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,847,797 (1) (2)
OWNED BY EACH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
- 0 -
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,847,797 (1) (2)
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,797 (1) (2)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1% (3)
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
------------------------------------------------------------------------------
(1) Solely in its capacity as the sole general partner of William Blair
Mezzanine Capital Partners III, L.L.C.. See Item 5.
(2) Power is exercised through its principals listed on Schedule I
to the Original Schedule 13D and incorporated herein by this reference.
(3) Based on 20,620,495 shares of Common Stock outstanding as of
July 14, 2000.
<PAGE> 5
CUSIP NO. 180606 10 5 13D PAGE 5 OF 15 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Timothy J. MacKenzie
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC.
------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
- 0 -
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,847,797 (1)
OWNED BY EACH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
- 0 -
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,847,797 (1)
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,797 (1)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1% (2)
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------------------------------------------------------------------------
(1) Solely in his capacity as an Initial Managing Director of William Blair
Mezzanine Capital Partners III, L.L.C. See Item 5.
(2) Based on 20,620,495 shares of Common Stock outstanding as of
July 14, 2000.
<PAGE> 6
CUSIP NO. 180606 10 5 13D PAGE 6 OF 15 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Terrance M. Shipp
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC.
------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
- 0 -
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,847,797 (1)
OWNED BY EACH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
- 0 -
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,847,797 (1)
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,797 (1)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1% (2)
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------------------------------------------------------------------------
(1) Solely in his capacity as an Initial Managing Director of William Blair
Mezzanine Capital Partners III, L.L.C. See Item 5.
(2) Based on 20,620,495 shares of Common Stock outstanding as of
July 14, 2000.
<PAGE> 7
CUSIP NO. 180606 10 5 13D PAGE 7 OF 15 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Marc J. Walfish
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC.
------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
- 0 -
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,847,797 (1)
OWNED BY EACH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
- 0 -
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,847,797 (1)
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,797 (1)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1% (2)
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------------------------------------------------------------------------
(1) Solely in his capacity as an Initial Managing Director of William Blair
Mezzanine Capital Partners III, L.L.C. See Item 5.
(2) Based on 20,620,495 shares of Common Stock outstanding as of
July 14, 2000.
<PAGE> 8
CUSIP NO. 180606 10 5 13D PAGE 8 OF 15 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Wilblairco Associates
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
- 0 -
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,847,797 (1) (2)
OWNED BY EACH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
- 0 -
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,847,797 (1) (2)
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,797 (1) (2)
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1% (3)
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
------------------------------------------------------------------------------
(1) Solely in its capacity as a member of William Blair Mezzanine Capital
Partners III, L.L.C.. See Item 5.
(2) Power is exercised through its principals listed on Schedule
II to the Original Schedule 13D and incorporated herein by this
reference.
(3) Based on 20,620,495 shares of Common Stock outstanding as of
July 14, 2000.
Page 8 of 25
<PAGE> 9
Item 1. Security and Issuer.
This statement constitutes Amendment No. 1 to the Statement on Schedule 13D
(the "Original Schedule 13D") filed with the Securities Exchange Commission
("SEC") on July 21, 2000 and relates to the shares of common stock, $0.001 par
value (the "Common Stock") of Clarion Technologies, Inc., a Delaware corporation
("Issuer"). The principal executive offices of Issuer are located at 235 Central
Avenue, Holland, MI 49423. Unless otherwise stated herein, the Original Schedule
13D, as previously amended, remains in full force and effect. Terms used herein
and not defined herein shall have the meanings ascribed thereto in the Original
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and restated as follows:
The source and amount of funds or other consideration used by the Reporting
Persons to purchase the Note (as defined below) and the Warrant (as defined
below) consisted of Thirty Million Dollars ($30,000,000) (of which no more then
$7,461,228 is allocable to the Warrant) of working capital invested by Mezzanine
Fund. The "Note" means the Senior Subordinated Note dated July 21, 2000 in the
principal amount of Thirty Million Dollars ($30,000,000) to the order of
Mezzanine Fund. The "Warrant" means the Warrant to Purchase 2,847,797 shares of
Common Stock issued to Mezzanine Fund. The Note and Warrant were filed as
Exhibits 3 and 4 to the Original Schedule 13D, respectively, and are
incorporated herein by reference.
On August 2, 2000, Mezzanine Fund fully exercised the Warrant and tendered
$284.78 constituting the exercise price of $0.0001 for each of the 2,847,797
shares of Common Stock subject to the Warrant. The source of funds used to
exercise the Warrant consisted of working capital of Mezzanine Fund.
Item 4. Purpose of Transaction.
Item 4 is amended and restated as follows:
Mezzanine Fund acquired the Warrant in connection with the purchase of
the Note pursuant to a Senior Subordinated Loan Agreement dated July 21, 2000,
by and among Issuer, Issuer's subsidiaries party
Page 9 of 15
<PAGE> 10
thereto and Mezzanine Fund (the "Senior Subordinated Loan Agreement"), which
was filed as Exhibit 2 to the Original Schedule 13D, and incorporated herein by
reference. Under the terms of the Loan Agreement, Issuer is bound by affirmative
and negative covenants and will remain bound by certain of the covenants as long
as Mezzanine Fund owns 50% of the Warrant or the shares into which the Warrant
is exercisable.
Under the Warrant, Mezzanine Fund is granted the right to observe
meetings of Issuer's Board of Directors and Issuer undertakes to use its best
efforts to recommend a representative of Mezzanine Fund as a director at the
next annual or special shareholders meeting as long as Mezzanine Fund and its
direct transferees own 50% or more of the Warrant or the shares into which the
Warrant is exercisable.
Mezzanine Fund exercised the Warrant in full on August 2, 2000 and has
acquired the Common Stock for investment purposes. Depending on market
conditions and other facts that Mezzanine Fund may deem material to its
investment decision, Mezzanine Fund may purchase additional shares of Common
Stock of Issuer in the open market or in private transactions or may sell an as
yet undetermined amount of shares of Common Stock pursuant to transactions
exempt from registration under federal securities laws or, after effectiveness
of the registration statement(s) filed by the Issuer, pursuant to a Registration
Rights Agreement (the "Registration Rights Agreement") dated July 21, 2000
between Issuer and Mezzanine Fund. The Registration Rights Agreement was filed
as Exhibit 5 to the Original Schedule 13D and is incorporated herein by
reference.
Present Plans or Proposals. Except as set forth in this Item 4, the
Reporting Persons have no present plans or proposals that relate to or that
would result in any of the actions specified in clause (a) through (j) of Item 4
of Schedule 13 D of the Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended and restated as follows:
(a)
Mezzanine Fund
The aggregate number of shares that Mezzanine Fund owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,847,797 shares of Common Stock, which
constitutes approximately 12.1% of the outstanding shares of Common Stock.
Blair General Partner
As the sole general partner of Mezzanine Fund, Blair General Partner
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,847,797 shares of Common Stock, which constitutes approximately 12.1% of the
outstanding shares of Common Stock. Blair General Partner disclaims beneficial
ownership of all such shares of Common Stock.
Blair
As a member of Blair General Partner, Blair may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of 2,847,797 shares of Common
Stock, which constitutes approximately 12.1% of the outstanding shares of Common
Stock. Blair disclaims beneficial ownership of all such shares of Common Stock.
Page 10 of 15
<PAGE> 11
Blairco
As a member of Blair General Partner, Blairco may, pursuant to Rule
13d-3 of the Act, be deemed to be beneficial owner of 2,847,797 shares of Common
Stock, which constitutes approximately 12.1% of the outstanding shares of Common
Stock. Blairco disclaims beneficial ownership of all such shares of Common
Stock. Blairco disclaims beneficial ownership of all such shares of Common
Stock.
MacKenzie
As an Initial Managing Director of Blair General Partner, MacKenzie may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,847,797 shares of Common Stock, which constitutes approximately 12.1% of the
outstanding shares of Common Stock. MacKenzie disclaims beneficial ownership of
all such shares of Common Stock.
Shipp
As an Initial Managing Director of Blair General Partner, Shipp may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,847,797 shares of Common Stock, which constitutes approximately 12.1% of the
outstanding shares of Common Stock. Shipp disclaims beneficial ownership of all
such shares of Common Stock.
Walfish
As an Initial Managing Director of Blair General Partner, Walfish may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,847,797 shares of Common Stock, which constitutes approximately 12.1% of the
outstanding shares of Common Stock. Walfish disclaims beneficial ownership of
all such shares of Common Stock.
(b)
Mezzanine Fund
Acting through its sole general partner, Mezzanine Fund has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
2,847,797 shares of Common Stock.
Blair General Partner
Acting through its Initial Managing Directors and in its capacity as the
sole general partner of Mezzanine Fund, Blair General Partner has the sole power
to vote or to direct the vote and dispose or to direct the disposition of
2,847,797 shares of Common Stock.
Blair
Acting through its principals and in its capacity as a member of Blair
General Partner, which is the sole general partner of Mezzanine Fund, Blair may
be deemed to have shared power with MacKenzie, Shipp and Walfish to vote or to
direct the vote and to dispose or to direct the disposition of 2,847,797 shares
of Common Stock held by Mezzanine Fund.
Page 11 of 15
<PAGE> 12
MacKenzie
As an Initial Managing Director of Blair General Partner, which is the sole
general partner of Mezzanine Fund, MacKenzie may be deemed to have shared power
with Blair, Shipp and Walfish to vote or to direct the vote and to dispose or to
direct the disposition of 2,847,797 shares of Common Stock held by Mezzanine
Fund.
Shipp
As an Initial Managing Director of Blair General Partner, which is the sole
general partner of Mezzanine Fund, Shipp may be deemed to have shared power with
MacKenzie, Blair and Walfish to vote or to direct the vote and to dispose or to
direct the disposition of 2,847,797 shares of Common Stock held by Mezzanine
Fund.
Walfish
As an Initial Managing Director of Blair General Partner, which is the sole
general partner of Mezzanine Fund, Walfish may be deemed to have shared power
with MacKenzie, Blair and Shipp to vote or to direct the vote and to dispose or
to direct the disposition of 2,847,797 shares of Common Stock held by Mezzanine
Fund.
(c) Except as set forth in Item 4 above, to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) of this Item 5 has effected any other transactions in Common Stock
during the past sixty (60) days.
(d) None.
(e) It is inapplicable for the purposes herein to state the date on
which the Reporting Persons ceased to be the owners of more than five percent
(5%) of the outstanding shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is amended and restated as follows:
Warrant. Mezzanine Fund exercised the Warrant on August 2, 2000, pursuant
to its terms, for an exercise price of $0.0001 for each of the 2,847,797 shares
of Common Stock subject to the Warrant (the "Warrant Shares"). Certain terms of
the Warrant survive its exercise. In order to prevent dilution of Mezzanine
Fund's ownership percentage of Issuer's Common Stock through new issuances of
Issuer's capital stock, the holder of the Warrant may purchase its pro rata
portion of such a new issuance upon the same terms and prices of the proposed
issuance. This preemptive right is inapplicable to board-approved issuances to
employees, officers or directors, issuances in consideration of acquisitions and
issuances to a lender in connection with a loan. As long as Mezzanine Fund and
its direct transferees own 50% or more of the Warrant Shares, Mezzanine Fund is
granted the right to observe meetings of Issuer's Board of Directors and Issuer
undertakes to use its best efforts to recommend a representative of Mezzanine
Fund as a director at the next annual or special shareholders meeting.
Page 12 of 15
<PAGE> 13
Registration Rights. Mezzanine Fund, as holder of the Warrant Shares,
has certain registration rights with respect to the registration of the Warrant
Shares pursuant to the Registration Rights Agreement. Subsequent to July 21,
2001, Mezzanine Fund is entitled, at its option, to request registration under
the Securities Act of all the Warrant Shares or, if only a portion of the
Warrant Shares, in minimum increments of 300,000 shares of Common Stock (a
"Demand Registration"). Mezzanine Fund has three Demand Registrations without
regard to the form upon which Issuer files a Registration Statement and no more
than two Demand Registrations in any twelve month period with respect to
Registration Statements filed by Issuer on Form S-3. In addition, Issuer grants
Mezzanine Fund piggyback registration rights with respect to offerings by Issuer
for its own account or for the account of any of its securityholders of shares
of Common Stock.
Exhibits. The Warrant and the Registration Rights Agreement were filed as
Exhibits 4 and 5 to the Original Schedule 13D, respectively, and are
incorporated herein by this reference. The above brief summaries of some of the
provisions of these documents are subject to qualification in their entirety by
reference to the full text of such documents filed as Exhibits to the Original
Schedule 13D.
Except as set forth herein or in the Exhibits filed herewith or with the
Original Schedule 13D, there are no contracts, arrangements, understandings or
relationships of the type required to be disclosed in response to Item 6 of
Schedule 13D of the Act with respect to the shares owned by the Reporting
Persons.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 Agreement pursuant to Rule 13d-1(k)(1)(iii) of Regulation
13D-G.
Exhibit 2 Powers of Attorney.
Page 13 of 15
<PAGE> 14
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: August 4, 2000 WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P., a
Delaware Limited Partnership
By: William Blair Mezzanine Capital Partners
III, L.L.C., its General Partner
By: /s/ Terrance M. Shipp*
-------------------------------------
Name: Terrance M. Shipp
Title: Initial Managing Director
WILLIAM BLAIR MEZZANINE CAPITAL PARTNERS III,
L.L.C.
By: /s/ Terrance M. Shipp*
-----------------------------
Name: Terrance M. Shipp
Title: Initial Managing Director
WILBLAIRCO ASSOCIATES
By: /s/ John P. Kayser*
-----------------------------
Name: John P. Kayser
Title: Partner
WILLIAM BLAIR & COMPANY, L.L.C.
By: /s/ Timothy L. Burke*
-----------------------------
Name: Timothy L. Burke
Title: Principal
Page 14 of 15
<PAGE> 15
TIMOTHY J. MACKENZIE
/s/ Timothy J. MacKenzie*
------------------------------------
Timothy J. MacKenzie
TERRANCE M. SHIPP
/s/ Terrance M. Shipp*
------------------------------------
Terrance M. Shipp
MARC J. WALFISH
/s/ Marc J. Walfish*
------------------------------------
Marc J. Walfish
*By: /s/ Gavin Fearey
-----------------------
Gavin Fearey
Attorney-in-Fact
Page 15 of 15
