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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS FILED PURSUANT TO 13d-2(a)
Netpliance, Inc.
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
64115K103
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(CUSIP Number)
John F. McHale
111 Congress Avenue
Suite 300
Austin, Texas 78701
(512) 472-0187
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 23, 2000
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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 [_].
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.
(Continued on following pages)
(Page 1 of 6 pages)
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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 purposes 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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SCHEDULE 13D
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CUSIP No. 64115K103 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
John F. McHale
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable.
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF SHARES
15,558,095*
BENEFICIALLY ----------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
0
EACH ----------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
15,558,095*
PERSON ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,558,095*
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12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
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14 TYPE OF REPORTING PERSON
IN
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* Includes 105,240 shares held by each of the Caitlin McHale Trust, Casey McHale
Trust and Ryan McHale Trust for the benefit of family members of Mr. McHale.
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CUSIP No. 64115K103 13 D Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER
The securities to which this statement relates is the Common Stock,
$.01 par value (the "Common Stock") of Netpliance, Inc., a Delaware
corporation (the "Issuer"), the principal executive offices of which are
located at 7600A North Capital of Texas Highway, Austin, Texas 78731.
ITEM 2. IDENTITY AND BACKGROUND
1. (a) This statement is being filed by John F. McHale (referred to
herein as the "Reporting Person" or "Mr. McHale").
(b) The business address of the Reporting Person is 111 Congress
Avenue, Suite 300, Austin, Texas 78701.
(c) The present principal occupation of the Reporting Person is
private investor and a director and Chairman of the Board of Directors
of the Issuer.
(d) In the past five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) In the past five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction where as a result of such proceeding the
Reporting Person 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.
(f) The place of citizenship of the Reporting Person is the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. McHale acquired 50,000 shares of Common Stock on Thursday, March
23, 2000 for an aggregate purchase price of $870,750 (or $17.415 per
share). These shares were purchased with Mr. McHale's personal funds.
ITEM 4. PURPOSE OF TRANSACTION
Mr. McHale acquired the Common Stock for investment purposes.
Mr. McHale does not have any plans or proposals of the type referred
to in clauses (a) through (j) of Item 4 on Schedule 13D.
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CUSIP No. 64115K103 13 D Page 4 of 6 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. McHale beneficially owns 15,558,095 shares of Common Stock of
the Issuer (constituting 25.5% of the issued and outstanding shares of
Common Stock of the Issuer as of the date of this Schedule 13D), which
consists of 15,242,375 shares held of record by Mr. McHale, and 105,240
shares held by each of the Caitlin McHale Trust, Casey McHale Trust, and
Ryan McHale Trust for the benefit of family members of Mr. McHale.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. McHale is a party to an investors rights agreement with the
Issuer which grants him registration rights for registration under the
Securities Act of 1993, as amended, with respect to 100,002 shares of
Common Stock acquired by Mr. McHale in a private placement. The foregoing
is only a summary of the investors rights agreement and is qualified in its
entirety by reference to such agreement, a copy of which is filed as
Exhibit 4.2 to the Issuer's Registration Statement on Form S-1 dated
December 23, 1999, as amended.
Mr. McHale is also party to a voting agreement in which he agreed
to vote his shares of Common Stock in favor of the nominee for the Issuer's
Board of Directors nominated by U S West Internet Ventures, Inc. The
foregoing is only a summary of the voting agreement and is qualified in its
entirety by reference to such agreement, a copy of which is filed as
Exhibit 10.10 to the Issuer's Registration Statement on Form S-1 dated
December 23, 1999, as amended.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following is filed as an exhibit to this Statement on Schedule
13D.
Exhibit 99.1 Amended and Restated Rights Agreement among the Issuer and
Watershed Capital L.L.P. and John F. McHale dated as of December
3, 1999 (filed as Exhibit 4.2 to the Issuer's Registration
Statement on Form S-1 dated December 23, 1999, as amended, and
incorporated herein by reference)
Exhibit 99.2 Voting Agreement among the Issuer, U S West Internet Ventures,
Inc., John F. McHale and Kent A. Savage dated December 22, 1999
(filed as Exhibit 10.10 to the Issuer's Registration Statement on
Form S-1 dated December 23, 1999, as amended, and incorporated
herein by reference)
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CUSIP No. 64115K103 13 D Page 5 of 6 Pages
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 as of March 23, 2000 /s/ JOHN F. MCHALE
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John F. McHale
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CUSIP No. 64115K103 13 D Page 6 of 6 Pages
EXHIBIT INDEX
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Exhibit 99.1 Amended and Restated Rights Agreement among the Issuer
and Watershed Capital L.L.P. and John F. McHale dated as
of December 3, 1999 (filed as Exhibit 4.2 to the Issuer's
Registration Statement on Form S-1 dated December 23,
1999, as amended, and incorporated herein by reference)
Exhibit 99.2 Voting Agreement among the Issuer, U S West Internet
Ventures, Inc., John F. McHale and Kent A. Savage dated
December 22, 1999 (filed as Exhibit 10.10 to the Issuer's
Registration Statement on Form S-1 dated December 23,
1999, as amended, and incorporated herein by reference)
