CUSIP No. 81371G 10 S 13D PAGE 1 of 62
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Amendment No. 1
The IXATA Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
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81371G 10 S
(CUSIP Number)
Zimri C. Putney
12701 Fair Lakes Circle, Suite 690, Fairfax, VA 22033 (703) 803-0544
(Name, address and telephone number of person
authorized to receive notices and communications)
December 5, 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 for
other parties to whom copies are to be sent.
(Continued on following 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 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 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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CUSIP No. 81371G 10 S 13D PAGE 2 of 62
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
NextGen Fund II, L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
NOT APPLICABLE
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES _____________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
13,112,770
OWNED BY _____________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _____________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
13,112,770
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
13,112,770
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
48.73%
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(14) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
NextGen SBS Fund II, L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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CUSIP No. 81371G 10 S 13D PAGE 3 of 62
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(4) SOURCE OF FUNDS **
NOT APPLICABLE
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
8,741,840
OWNED BY -----------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
8,741,840
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
8,741,840
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
38.79%
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(14) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Zimri C. Putney
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
NOT APPLICABLE
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------
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CUSIP No. 81371G 10 S 13D PAGE 4 of 62
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BENEFICIALLY (8) SHARED VOTING POWER
21,854,610
OWNED BY -----------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
21,854,610
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
21,854,610
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
61.31%
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(14) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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Explanatory Note.
This Amendment No. 1 to Schedule 13D (this "Amendment") amends and
restates Items 1 through 7 of the statement on Schedule 13D filed on October 23,
2000 (the "Schedule 13D") by NextGen Fund II, L.L.C., a Virginia limited
liability company ("NG"), NextGen SBS Fund II, L.L.C., a Virginia limited
liability company ("NGSBS") and Zimri Putney ("Mr. Putney") who is managing
director of the managing member of NG and NGSBS. This Amendment should be read
in conjunction with the Schedule 13D.
Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Schedule 13D.
Items 1 through 7 of the Schedule 13D are hereby deleted in their
entirety and replaced with the following:
Item 1. Security and Issuer.
This statement relates to the shares of the common stock, par value
$0.001 per share (the "Common Stock"), of The IXATA Group, Inc., a Delaware
corporation (the "Company"). This statement reflects (i) the recent acquisition
(as described in Item 3) of shares of the Company's Series C Preferred Stock,
par value $0.001 per share (the "Series C Preferred Stock"), which Series C
Preferred Stock is convertible into shares of Common Stock at any time at the
option of the holder thereof, (ii) the recent issuance of Warrants to purchase
Series C Preferred Stock (the "Series C Warrants") and (iii) the issuance on
October 13, 2000 of Warrants to purchase Common Stock (the "Common Stock
Warrants") which was previously reported on the Schedule 13D.
The Company's principal executive offices are located at 8989 Rio San
Diego Drive, San Diego, CA 92108.
Item 2. Identity and Background.
(a) This statement is filed by:
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CUSIP No. 81371G 10 S 13D PAGE 5 of 62
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(i) NextGen Fund II, L.L.C., a Virginia limited liability
company, with respect to the Company securities directly owned by it;
(ii) NextGen SBS Fund II, L.L.C., a Virginia limited liability
company, with respect to the Company securities directly owned by it; and
(iii) Zimri C. Putney, who is managing director of the
managing member of NG and NGSBS, with respect to the Company securities owned by
NG and NGSBS.
The foregoing persons are hereinafter sometimes collectively referred
to as the "Reporting Persons".
(b) The address of the principal business and principal office of each
of the Reporting Persons is 12701 Fair Lakes Circle, Suite 690, Fairfax,
Virginia 22033.
(c) The principal business of each of NG and NGSBS is serving as a
private investment fund. Mr. Putney is managing director of the managing member
of each of NG and NGSBS.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, 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) Each of NG and NGSBS is a Virginia limited liability company. Mr.
Putney is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On October 13, 2000, the Company issued to NG and NGSBS Common Stock
Warrants to purchase 900,000 shares and 600,000 shares, respectively, of the
Common Stock of the Company. The Company issued the Common Stock Warrants to NG
and NGSBS in consideration of the execution and delivery by NG and NGSBS of
guaranties of a loan to the Company from Branch Banking & Trust Co. in the
original principal amount of $100,000. The Common Stock Warrants are exercisable
at a price of $.03 per share and expire on October 13, 2001. A form of the
Common Stock Warrant was filed as Exhibit 1 to the Schedule 13D.
On December 5, 2000, NG, NGSBS and other Purchasers and the Company
entered into a Stock Purchase Agreement (the "Stock Purchase Agreement")
pursuant to which the Company sold to NG, for $750,000 (including $224,586 in
cancellation of indebtedness), 621,277 shares of the Company's Series C
Preferred Stock, which shares are presently convertible into 6,212,770 shares of
Company's Common Stock (subject to anti-dilution protection in the event of
subsequent issuances of stock by the Company at a price less than the price of
the Series C Prefered Stock, stock splits, stock dividends, recapitalizations
and similar events). The Company also granted to NG a Series C Warrant to
purchase 600,000 shares of Series C Preferred Stock. These Series C Warrants are
exercisable at a price of $1.00 per share and expire on December 5, 2005. NG is
therefore the sole beneficial owner of 13,112,770 shares of the Company's Common
Stock.
Under the terms of the Stock Purchase Agreement the Company sold to
NGSBS, for $500,000 (including $107,580 in cancellation of indebtedness),
414,184 shares of the Company's Series C Preferred Stock, which shares are
presently convertible into 4,141,840 shares of the Company's Common Stock
(subject to anti-dilution protection in the event of subsequent issuances of
stock by the Company at a price less than
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CUSIP No. 81371G 10 S 13D PAGE 6 of 62
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the price of the Series C Prefered Stock, stock splits, stock dividends,
recapitalizations and similar events). The Company also granted to NGSBS a
Series C Warrant to purchase 400,000 shares of Series C Preferred Stock. These
Series C Warrants are exercisable at a price of $1.00 per share and expire on
December 5, 2005. NGSBS is therefore the sole beneficial owner of 8,741,840
shares of the Company's Common Stock.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Common Stock Warrants, the Series
C Warrants and the Series C Preferred Stock by the Reporting Persons was for
investment and to provide financing for the Company. The Reporting Persons
reserve the right to acquire, or cause to be acquired, additional securities of
the Company, to dispose of, or cause to be disposed of, such securities at any
time or to formulate other purposes, plans or proposals regarding the Company or
any of its securities, to the extent deemed advisable in light of general
investment and trading policies of the Reporting Persons, market conditions or
other factors.
Item 5. Interest in Securities of the Issuer.
(a) NG is the sole direct beneficial owner of 13,112,770 shares of the
Company's Common Stock, or 48.73% of the Company's outstanding Common Stock.
NGSBS is the sole direct beneficial owner of 8,741,840 shares of the
Company's Common Stock, or 38.79% of the Company's outstanding Common Stock.
Mr. Putney is the indirect beneficial owner of the 21,854,610 shares of
the Company's Common Stock held by NG and NGSBS, or 60.31% of the Company's
outstanding Common Stock. Mr. Putney disclaims beneficial ownership of such
shares.
The percentage of the Company's Common Stock reported to be
beneficially owned by NG, NGSBS and Mr. Putney is based on 13,791,680 shares of
the Company's Common Stock outstanding as of September 30, 2000, as represented
by the Company in the Stock Purchase Agreement, and is calculated in accordance
with the Securities Exchange Act Rule 13d-3, which states that securities held
by a person which are not outstanding but are subject to warrants or conversion
privileges shall be deemed to be outstanding for the purpose of computing the
percentage of outstanding securities of a class owned by such person.
(b) Mr. Putney may be deemed to have sole voting and disposition
power of the shares of Common Stock issuable upon exercise of
the Warrants and conversion of the Series C Preferred Stock in
his capacity as managing director of the managing member of
each of NG and NGSBS.
c) Except as described herein, none of the Reporting Persons has
effected any transaction in the Common Stock during the past
60 days.
(d) The members of NG have the right to participate in the receipt
of dividends from, or proceeds from the sale of, any Common
Stock issued to NG in accordance with their membership
interests in NG. The members of NGSBS have the right to
participate in the receipt of dividends from, or proceeds from
the sale of, any Common Stock issued to NGSBS in accordance
with their membership interests in NGSBS.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
On October 13, 2000, the Company issued to NG and NGSBS Common Stock
Warrants to purchase 900,000 shares and 600,000 shares, respectively, of the
Common Stock of the Company. The Company issued the Common Stock Warrants to NG
and NGSBS in consideration of the execution and delivery by NG and NGSBS of
guaranties of a loan to the Company from Branch Banking & Trust Co. in the
original principal amount of $100,000. A form of the Common Stock Warrant was
filed as Exhibit 1 to the Schedule 13D.
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CUSIP No. 81371G 10 S 13D PAGE 7 of 62
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On December 5, 2000, NG purchased 621,277 shares of Series C Preferred
Stock of the Company for $750,000, and NGSBS purchased 414,184 shares of Series
C Preferred Stock of the Company for $500,000. Each share of Series C Preferred
Stock is convertible into ten shares of Common Stock of the Company(subject to
anti-dilution protection in the event of subsequent issuances of stock by the
Company at a price less than the price of the Series C Prefered Stock, stock
splits, stock dividends, recapitalizations and similar events). The Company made
customary representations and warranties to NG and NGSBS in the Stock Purchase
Agreement. Under the terms of the Stock Purchase Agreement, NG and NGSBS have
the right to elect a majority of the Board of Directors.
The Series C Warrants issued on December 5, 2000 to NG and NGSBS
respectively, are exercisable for 600,000 shares and 400,000 shares of Series C
Preferred the Company at a price of $1.00 per share.
The Stock Purchase Agreement also allows for additional investments at
a second and third closing. Upon the occurrence of certain milestones, as listed
in the Stock Purchase Agreement, NG has agreed to invest $150,000 and NGSBS has
agreed to invest $100,000 at the second closing. Upon the occurrence of
additional milestones as set forth in the Stock Purchase Agreement, NG has
agreed to invest an additional $300,000 and NGSBS has agreed to invest an
additional $200,000 at the third closing:
The Stock Purchase Agreement contains provisions relating to
registration rights pursuant to which the Company has agreed to effect a
registration of Common Stock issuable upon conversion of the Series C Preferred
Stock (the "Registerable Shares") on two occasions after November 30, 2003, if
requested by the holders of at least 50% of the Registrable Shares. In addition,
the Company has agreed to effect registration of such shares on Form S-3, in the
event that at least 35% of such Registrable Shares have requested such
registration The Company has also agreed to allow the holders of such shares to
participate in registrations of shares which the Company may initiate from time
to time.
The Company, NG, NGSBS, the Gluckman Family Trust, the Andreoli Family
Trust, Montpilier Holdings, Inc. and Robert Steiner have entered into a Voting
Agreement dated December 4, 2000. The Agreement provides that until NG and NGSBS
cease to collectively own any voting stock, or until the Company experiences a
change of control, each party will (i) vote for the designee of Montpilier, (ii)
vote for the designee of the Gluckman Trust, and (iii) vote for the designees of
the holders of Series C Preferred Stock at all elections of directors. NG and
NGSBS also agree not to take any action to sell the Company without consent. A
copy of the Voting Agreement is attached hereto as Exhibit 4.
In connection with the execution and delivery of the Stock Purchase
Agreement, the Company filed a Certificate of Designations, which sets forth the
terms of the Series C Preferred Stock, including provisions regarding voting
rights. Under the terms of the Certificate of Designations, at any time after
January 1, 2005, a majority of holders of the outstanding shares of Series C
Preferred may demand a redemption. A copy of the Certificate is attached hereto
as Exhibit 2.
Item 7. Material to Be Filed as Exhibits.
1. Stock Purchase Agreement, dated as of December 5, 2000, between the
Company and the Purchasers named therein.
2. Certificate of Designations of the Company with respect to the
Series C Preferred Stock.
3. Form of Series C Warrant dated December 5, 2000.
4. Voting Agreement dated December 4, 2000 by and among the Company, NG
NGSBS, Montpilier Holdings, Inc., the Gluckman Family Trust, The Andreoli Family
Trust and Robert A Steiner.
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CUSIP No. 81371G 10 S 13D PAGE 8 of 62
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: December 15, 2000
NEXTGEN FUND II, L.L.C. NEXTGEN SBS FUND II, L.L.C.
By: NextGen Capital, L.L.C. By: NextGen Capital, L.L.C.
Managing Member Managing Member
By: /s/ Zimri C. Putney By: /s/ Zimri C. Putney
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Zimri C. Putney Zimri C. Putney
Managing Director Managing Director
ZIMRI C. PUTNEY
/s/ Zimri C. Putney
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