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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Versatility Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
925311-10-2
(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:
[ ] 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).
<PAGE> 2
CUSIP NO. 925311-10-2 13G PAGE 2 OF 12 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Edison Venture Fund III, L.P. 22-3278427
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 925311-10-2 13G PAGE 3 OF 12 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Edison Partners III, L.P. 22-3278431
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 925311-10-2 13G PAGE 4 OF 12 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John H. Martinson ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 925311-10-2 13G PAGE 5 OF 12 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard J. Defieux ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 925311-10-2 13G PAGE 6 OF 12 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gustav H. Koven, III ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
CUSIP NO. 925311-10-2 13G PAGE 7 OF 12 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas A. Smith ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
CUSIP NO. 925311-10-2 13G PAGE 8 OF 12 PAGES
Item 1(a). Name of Issuer: Versatility Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices: 11781 Lee
Jackson Memorial Highway, Seventh Floor, Fairfax, Virginia
22033.
Item 2(a). Names of Persons Filing: Edison Venture Fund III, L.P.
("Edison Venture Fund III"); Edison Partners III, L.P.
("Edison Partners III"); John H. Martinson, Richard J.
Defieux, Gustav H. Koven, III and Thomas A. Smith
(collectively, the "General Partners"). The General Partners,
Edison Venture Fund III and Edison Partners III collectively
are referred to as the "Reporting Persons".
Item 2(b). Address of Principal Business Office: The principal business
address of the Reporting Persons is 1009 Lenox Drive #4,
Lawrenceville, NJ 08648.
Item 2(c). Citizenship: Edison Venture Fund III and Edison Partners III
are limited partnerships organized under the laws of the State
of Delaware. Each of the General Partners is a U.S. citizen.
Item 2(d). Title of Class of Securities: Common Stock, $.01 par value
(the "Common Stock").
Item 2(e). CUSIP Number: 925311-10-2.
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 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.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. [ ]
Not Applicable.
<PAGE> 9
CUSIP NO. 925311-10-2 13G PAGE 9 OF 12 PAGES
Item 4. Ownership:
(a) Amount Beneficially Owned: Each of Edison Venture
Fund III, Edison Partners III and the General
Partners may be deemed to beneficially own 0 shares
of Common Stock as of December 31, 1998.
Each of Edison Venture Fund III, Edison Partners III
and the General Partners is the record owner of 0
shares of Common Stock as of December 31, 1998.
(b) Percent of Class: Edison Venture Fund III, 0%; Edison
Partners III, 0%; John H. Martinson, 0%; Richard J.
Defieux, 0%; Gustav H. Koven, III, 0%; and Thomas A.
Smith, 0%. The foregoing percentages are calculated
based on the 7,595,009 shares of Common Stock
reported by the Issuer to be outstanding as of August
31, 1998.
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
Edison Venture Fund III, 0; Edison Partners
III, 0; John H. Martinson, 0; Richard J.
Defieux, 0; Gustav H. Koven, III, 0; and
Thomas A. Smith, 0.
(ii) Shared power to vote or to direct the vote:
Edison Venture Fund III, 0; Edison Partners
III, 0; John H. Martinson, 0; Richard J.
Defieux, 0; Gustav H. Koven, III, 0; and
Thomas A. Smith, 0.
(iii) Sole power to dispose or to direct the
disposition of: Edison Venture Fund III, 0;
Edison Partners III, 0; John H. Martinson,
0; Richard J. Defieux, 0; Gustav H. Koven,
III, 0; and Thomas A. Smith, 0.
(iv) Shared power to dispose or to direct the
disposition of: Edison Venture Fund III, 0;
Edison Partners III, 0; John H. Martinson,
0; Richard J. Defieux, 0; Gustav H. Koven,
III, 0; and Thomas A. Smith, 0.
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 Persons have ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [X].
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.
Item 8. Identification and Classification of Members of the Group:
Not Applicable. Edison Venture Fund III, Edison Partners III
and each of the General Partners expressly disclaim membership
in a "group" as defined in Rule 13d-5(b)(1).
<PAGE> 10
CUSIP NO. 925311-10-2 13G PAGE 10 OF 12 PAGES
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
Not Applicable. This statement on Schedule 13G is not filed
pursuant to Rule 13d-1(b) or Rule 13d-1(c).
<PAGE> 11
CUSIP NO. 925311-10-2 13G PAGE 11 OF 12 PAGES
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 12, 1999 EDISON VENTURE FUND III, L.P.
By: Edison Partners III, L.P.,
its General Partner
By:/s/ John H. Martinson
----------------------
John H. Martinson
General Partner
EDISON PARTNERS III, L.P.
By:/s/ John H. Martinson
----------------------
John H. Martinson
General Partner
/s/ John H. Martinson
----------------------
John H. Martinson
/s/ Richard J. Defieux
----------------------
Richard J. Defieux
/s/ Gustav H. Koven, III
-------------------------
Gustav H. Koven, III
/s/ Thomas A. Smith
--------------------
Thomas A. Smith
<PAGE> 1
CUSIP NO. 925311-10-2 13G PAGE 12 OF 12 PAGES
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(k)(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 stock of Versatility Inc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Dated: February 12, 1999 EDISON VENTURE FUND III, L.P.
By: Edison Partners III, L.P.,
its General Partner
By:/s/ John H. Martinson
----------------------
John H. Martinson
General Partner
EDISON PARTNERS III, L.P.
By:/s/ John H. Martinson
----------------------
John H. Martinson
General Partner
/s/ John H. Martinson
----------------------
John H. Martinson
/s/ Richard J. Defieux
----------------------
Richard J. Defieux
/s/ Gustav H. Koven, III
------------------------
Gustav H. Koven, III
/s/ Thomas A. Smith
--------------------
Thomas A. Smith
