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. 6)*
INDIGO N.V.
-----------
(Name of Issuer)
Common Stock, Par Value NLG 0.04 Per Share
------------------------------------------
(Title of Class of Securities)
N44495104
---------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 13, 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 that 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 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).
Continued on following page(s)
Page 1 of 49 Pages
Exhibit Index: Page 14
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 2 of 49 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
S-C INDIGO C.V.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Netherlands Antilles
7 Sole Voting Power
23,736,770**
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 23,736,770**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
23,736,770**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
28.55%**
14 Type of Reporting Person*
PN
-----
** See Item 6.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 3 of 49 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
S-C INDIGO II C.V.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Netherlands Antilles
7 Sole Voting Power
23,736,770**
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 23,736,770**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
23,736,770**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
28.55%**
14 Type of Reporting Person*
PN
-----
**See Item 6.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 4 of 49 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
S-C GRAPHICS INC.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
23,736,770**
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 23,736,770**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
23,736,770**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
28.55%**
14 Type of Reporting Person*
CO
-----
**See Item 6.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 5 of 49 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
WINSTON PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
25,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
25,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
0.03%
14 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 6 of 49 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
CHATTERJEE FUND MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
25,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
25,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
0.03%
14 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 7 of 49 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
DR. PURNENDU CHATTERJEE
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
40,750
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 23,736,770**
Each
Reporting 9 Sole Dispositive Power
Person 40,750
With
10 Shared Dispositive Power
23,736,770**
11 Aggregate Amount Beneficially Owned by Each Reporting Person
23,777,520**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
28.60%**
14 Type of Reporting Person*
IN; IA
-----
**See Item 6.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. N44495104 Page 8 of 49 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings IS Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
100,000
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 23,736,770**
Each
Reporting 9 Sole Dispositive Power
Person 100,000
With
10 Shared Dispositive Power
23,736,770**
11 Aggregate Amount Beneficially Owned by Each Reporting Person
23,836,770**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
28.67%**
14 Type of Reporting Person*
IN; OO
-----
**See Item 6.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 49 Pages
This Amendment No. 6 to Schedule 13D relates to shares of Common
Stock, NLG 0.04 par value per share (the "Shares"), of Indigo N.V., a
Netherlands corporation (the "Issuer"). This Amendment No. 6 supplementally
amends the initial statement on Schedule 13D, dated May 6, 1996, and all
amendments thereto (collectively, the "Initial Statement"), filed by the
Reporting Persons. This Amendment No. 6 is being filed by the Reporting Persons
to report that S-C Indigo entered into a Shareholders' Agreement, dated as of
September 13, 2000, whereby S-C Indigo agreed to subject its Shares to certain
transfer restrictions and voting arrangements and that S-C Indigo has further
agreed, subject to certain conditions, to convert its Series A Preferred Shares
into Shares. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 5. Interest in Securities of the Issuer.
(a) (i) The aggregate number of Shares of which S-C Indigo, S-C
Indigo II and S-C Graphics may be deemed a beneficial owner is 23,736,770
(approximately 28.55% of the total number of Shares which would be outstanding
assuming the exercise and conversion of all of the currently convertible and
exercisable securities of the Issuer currently held by S-C Indigo). This number
consists of (A) 19,878,610 Shares held for the account of S-C Indigo, (B)
2,158,160 Shares issuable upon conversion of the Series A Preferred Shares held
for the account of S-C Indigo, (C) 1,200,000 Shares issuable upon exercise of
the 1996 Warrants and (D) 500,000 Shares issuable upon exercise of the 1997
Warrants.
The filing of this Statement by S-C Indigo, S-C Indigo II,
and S-C Graphics with the inclusion elsewhere in this statement of information
concerning Shares held for the accounts of Winston, Dr. Chatterjee and Mr. Soros
shall not be construed as an admission that any of S-C Indigo, S-C Indigo II or
S-C Graphics is a beneficial ownership of such Shares held for the account of
Winston, Mr. Soros or Dr. Chatterjee.
(ii) The aggregate number of Shares which Winston and CFM may be
deemed the beneficial owner is 25,000 (approximately 0.03% of the total number
of Shares outstanding). This number consists of the 25,000 Shares held for the
account of Winston.
The filing of this Statement by Winston and CFM with the
inclusion elsewhere in this statement of information concerning Shares held for
the accounts of S-C Indigo, Dr. Chatterjee and Mr. Soros shall not be construed
as an admission that either of Winston and CFM is a beneficial owner of such
Shares. Winston and CFM hereby expressly disclaim beneficial ownership of any
Shares held for the account of S-C Indigo, Mr. Soros or Dr. Chatterjee.
(iii)The aggregate number of Shares of which Dr. Chatterjee may
be deemed the beneficial owner is 23,777,520 (approximately 28.60% of the total
number of Shares which would be outstanding assuming the exercise and conversion
of all of the currently convertible and exercisable securities currently held
for the account of S-C Indigo and for his personal account). This number
consists of (A) the 23,736,770 Shares of which S-C Indigo may be deemed
beneficial owner (B) the 25,000 Shares held for the account of Winston and (C)
15,750 Shares issuable upon the exercise of options held for his personal
account.
<PAGE>
Page 10 of 49 Pages
The filing of this Statement by Dr. Chatterjee with the
inclusion elsewhere in this statement of information concerning Shares held for
the account of Mr. Soros shall not be construed as an admission that Dr.
Chatterjee is a beneficial owner of such Shares. Dr. Chatterjee hereby expressly
disclaims beneficial ownership of any Shares held for the account of Mr. Soros.
(iv) The aggregate number of Shares of which Mr. Soros may be
deemed the beneficial owner is 23,836,770 (approximately 28.67% of the total
number of Shares outstanding assuming the exercise and conversion of all of the
currently convertible and exercisable securities currently held for the account
of S-C Indigo). This number consists of (A) the 23,736,770 Shares of which S-C
Indigo may be deemed beneficial owner and (B) the 100,000 Shares held directly
by Mr. Soros.
The filing of this Statement by Mr. Soros with the inclusion
elsewhere in this statement of information concerning Shares held for the
accounts of Winston and Dr. Chatterjee shall not be construed as an admission
that Mr. Soros is a beneficial owner of such Shares. Mr. Soros hereby expressly
disclaims beneficial ownership of any Shares held for the account of Winston or
Dr. Chatterjee.
(b) (i) S-C Indigo has sole power to vote and dispose of the
securities of the Issuer (including the Shares) that it holds directly. Such
powers will be exercised jointly by Dr. Chatterjee, in his capacity as the sole
shareholder of S-C Graphics, the sole general partner of S-C Indigo II, which is
the sole general partner of S-C Indigo and Mr. Soros.
(ii) Winston has sole power to vote and dispose of the Shares
that it holds directly. Such powers will be exercised by Dr. Chatterjee, in his
capacity as the sole general partner of CFM, the sole general partner of
Winston.
(iii)Mr. Soros has the sole power to direct the voting and
disposition of the 100,000 Shares he holds personally and may be deemed to have
shared power to direct the voting and disposition of the securities held by S-C
Indigo.
(iv) Dr. Chatterjee has the sole power to direct the voting and
disposition of the 15,750 shares issuable uon the exercise of options he holds
personally and the 25,000 Shares held for the account of Winston and may be
deemed to have shared power to direct the voting and disposition of the
securities held by S-C Indigo.
(c) Except for the transaction described in Item 6 of this
Amendment No. 6, there have been no transactions with respect to the Shares
since July 24, 2000 (60 days prior to the date hereof) for the accounts of any
of the Reporting Persons.
(d) (i) The partners of S-C Indigo have the right to participate in
the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held by S-C Indigo, in accordance with their partnership
interests in S-C Indigo. Such partners include several collective investment
vehicles managed by affiliates of Dr. Chatterjee and an entity owned by Mr.
Soros.
<PAGE>
Page 11 of 49 Pages
(ii) The partners of Winston have the right to participate in the
receipt of dividends from, or proceeds from the sale of, securities, including
the Shares, held by Winston in accordance with their partnership interests in
Winston.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On September 13, 2000, Hewlett-Packard Europe B.V. ("HP Europe")
agreed to purchase 14,814,814 newly issued Shares of the Issuer pursuant to a
Stock Purchase Agreement, dated as of September 13, 2000, between the Issuer and
HP Europe (the "Stock Purchase Agreement"). In addition, the Issuer granted to
HP Europe a warrant to purchase 14,814,815 Shares of the Issuer upon the
acquisition of all or substantially all of the outstanding capital stock of the
Issuer by Hewlett-Packard Company ("HP") or any subsidiary of HP and a warrant
to purchase of to 12,000,000 Shares of the Issuer upon the delivery of certain
revenues to the Issuer. In connection with such transactions, Gemini Systems
Corporation N.V., Toscal N.V., OZF Ltd., Visionvest Corporation N.V., Walthroup
Corporation N.V., S-C Indigo, HP Europe, HP and the Issuer entered into a
Shareholders' Agreement, dated as of September 13, 2000 (the "Shareholders'
Agreement"). A copy of the Shareholders' Agreement is attached hereto as Exhibit
W. Pursuant to the Shareholders' Agreement, the Shares held or to be acquired by
S-C Indigo will be subject to certain transfer restrictions and voting
arrangements as set forth in the Shareholders' Agreement. In addition, on
September 13, 2000, S-C Indigo sent a letter to the Issuer (the "Letter"),
pursuant to which S-C Indigo has agreed to convert, conditioned upon the closing
of the transactions contemplated in the Stock Purchase Agreement, all of the
Series A Preferred Shares that it owns into a combination of Shares and cash. A
copy of the Letter is attached hereto as Exhibit X. As of September 13, 2000,
S-C Indigo owned 2,158,160 Series A Preferred Shares in the aggregate. Under the
terms of the letter, these Series A Preferred Shares are convertible into
$8,961,915.10 and 4,754,886 Shares. S-C Indigo has the option to reduce the
amount of cash it will receive and increase the number of Shares at a rate of
$7.27 per Share.
The foregoing description of the Letter and the Shareholders'
Agreement does not purport to be complete and is qualified in its entirety by
the terms of each such document, which are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
<PAGE>
Page 12 of 49 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: September 22, 2000
S-C INDIGO C.V.
By: S-C INDIGO II C.V.,
General Partner
By: S-C GRAPHICS INC.,
General Partner
By: /S/ PETER A. HURWITZ
-------------------------------
Peter A. Hurwitz
Vice President
S-C INDIGO II C.V.
By: S-C GRAPHICS INC.,
General Partner
By: /S/ PETER A. HURWITZ
-------------------------------
Peter A. Hurwitz
Vice President
S-C GRAPHICS INC.
By: /S/ PETER A. HURWITZ
-------------------------------
Peter A. Hurwitz
Vice President
<PAGE>
Page 13 of 49 Pages
WINSTON PARTNERS L.P.
By: CHATTERJEE FUND MANAGEMENT, L.P.
General Partner
By: /S/ PETER A. HURWITZ
-------------------------------
Peter A. Hurwitz
Attorney-in-Fact
CHATTERJEE FUND MANAGEMENT, L.P.
By: /S/ PETER A. HURWITZ
-------------------------------
Peter A. Hurwitz
Attorney-in-Fact
DR. PURNENDU CHATTERJEE
By: /S/ PETER A. HURWITZ
-------------------------------
Peter A. Hurwitz
Attorney-in-Fact
MR. GEORGE SOROS
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
<PAGE>
Page 14 of 49 Pages
EXHIBIT INDEX
Page No.
-------
V. Power of Attorney, dated as of January 27, 2000, granted by
Mr. George Soros in favor of Mr. Michael C. Neus and Mr.
Richard D. Holahan, Jr...................................... 15
W. Shareholders' Agreement, dated as of September 13, 2000, by
and among Gemini Systems Corporation N.V., Toscal N.V., OZF
Ltd., Visionvest Corporation N.V., Deering Corporation N.V.,
Walthroup Corporation N.V., S-C Indigo C.V., Hewlett-Packard
Europe B.V., Hewlett-Packard Company and Indigo
N.V......................................................... 16
X. Letter, dated as of September 13, 2000, from S-C Indigo C.V.
to Indigo N.V............................................... 49
