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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NetSolve, Incorporated
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
64115J106
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(CUSIP Number)
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] 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).
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CUSIP No. 64115J106
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1. Name of Reporting Person
Gateway Venture Partners III, Limited Partnership
I.R.S. Identification No. of above person
I.R.S. Employer Identification No. 43-1548889
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ X ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware Limited Partnership
- --------------------------------------------------------------------------------
Number of 5. Sole Voting Power
Shares
Beneficially 0 Shares
Owned by
Each ------------------------------------------------------------------
Reporting 6. Shared Voting Power
Person
With 875,000 Shares
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7. Sole Dispositive Power
0 Shares
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8. Shared Dispositive Power
875,000 Shares
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
875,000 Shares
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11. Percent of Class Represented by Amount in Row (9)
6.5%
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12. Type of Reporting Person (See Instructions)
PN
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CUSIP No. 64115J106
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- --------------------------------------------------------------------------------
1. Name of Reporting Person
Gateway Associates III, Limited Partnership
I.R.S. Identification No. of above person
I.R.S. Employer Identification No.: 43-1548890
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ X ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware Limited Partnership
- --------------------------------------------------------------------------------
Number of 5. Sole Voting Power
Shares
Beneficially 0 Shares
Owned by
Each -----------------------------------------------------------------
Reporting 6. Shared Voting Power
Person
With 875,000 Shares
-----------------------------------------------------------------
7. Sole Dispositive Power
0 Shares
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8. Shared Dispositive Power
875,000 Shares
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
875,000 Shares
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.5%
- --------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
PN
- --------------------------------------------------------------------------------
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Item 1(a). Name of Issuer: NetSolve, Incorporated
Item 1(b). Address of Issuer's Principal Executive Offices:
12331 Riata Trace Parkway, Austin, Texas 78727
Item 2(a). Name of Persons Filing: Gateway Venture Partners III, Limited
Partnership ("Gateway III"); Gateway Associates III, Limited
Partnership ("Gateway Associates"), which is the sole general
partner of Gateway III. The persons named in this paragraph are
referred to individually herein as a "Reporting Person" and
collectively as the "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if none, Residence: The
address of the principal business office of Gateway III and
Gateway Associates is Gateway Associates, 8000 Maryland Avenue,
Suite 1190, St. Louis, Missouri 63105.
Item 2(c). Citizenship: Each of Gateway III and Gateway Associates is a
limited partnership organized under the laws of the State of
Delaware.
Item 2(d). Title or Class of Securities: Common Stock, $0.01 par value
("Common Stock").
Item 2(e). CUSIP Number: 64115J106
Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
(S)240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with (S)240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with (S)240.13d-1(b)(1)(ii)(G).
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(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(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 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount beneficially owned: Gateway III is the record owner of
875,000 shares of Common Stock (the "Record Shares") as of
December 31, 1999. As the sole general partner of Gateway
III, Gateway Associates may be deemed to own beneficially the
Record Shares. Therefore, each Reporting Person may be deemed
to own beneficially 875,000 shares.
(b) Percent of class: 6.5%. The foregoing percentage is
calculated based on the 13,454,570 shares of Common Stock
reported to be outstanding as of November 10, 1999, in the
Quarterly Report on Form 10-Q of NetSolve, Incorporated for
the quarter ending September 30, 1999.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0 shares for
each Reporting Person.
(ii) Shared power to vote or to direct the vote: 875,000
shares for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
0 shares for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition
of: 875,000 shares for each Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
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Item 8. Identification and Classification of Members of the Group.
Not applicable. The Reporting Persons expressly disclaim
membership in a "group" as used in Rule 13d-1(b)(ii)(H).
Item 9. Notice 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 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.
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.
Date: February 11, 2000.
GATEWAY VENTURE PARTNERS III, LIMITED PARTNERSHIP
By: Gateway Associates III, Limited Partnership
Its General Partner
By: /s/ John S. McCarthy
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John S. McCarthy
A General Partner
GATEWAY ASSOCIATES III, LIMITED PARTNERSHIP
By: /s/ John S. McCarthy
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John S. McCarthy
A General Partner
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the
undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of Common Stock of NetSolve, Incorporated.
Executed as a sealed instrument this 11th day of February, 2000.
GATEWAY VENTURE PARTNERS III, LIMITED PARTNERSHIP
By: Gateway Associates III, Limited Partnership
Its General Partner
By: /s/ John S. McCarthy
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John S. McCarthy
A General Partner
GATEWAY ASSOCIATES III, LIMITED PARTNERSHIP
By: /s/ John S. McCarthy
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John S. McCarthy
A General Partner
