UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment # 4)*
US Search.com, Inc.
(Name of Issuer)
Common Shares, $.001 par value
(Title of Class of Securities)
903381101
(CUSIP Number)
Pequot Capital Management, Inc., 500 Nyala Farm Road
Westport, CT 06880 Attn: Kevin E. O'Brien 203/429-2200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 18, 2002
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
Check the following box if a fee is being paid with this statement __. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7.)
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) 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 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).
CUSIP NO. 903381101
SCHEDULE 13D
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pequot Capital Management, Inc.
06-1524885
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2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
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7. SOLE VOTING POWER
54,975,233
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NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 0
REPORTING ------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
54,975,233
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,975,233
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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)
55.10%
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14. TYPE OF REPORTING PERSON*
IA
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Item 1. Security and Issuer
This Statement relates to the Common Stock, $.001 par value (the "Shares"), of
US Search.com, Inc. (the "Company"), a Delaware corporation. The Company's
principal executive office is located at 5401 Beethoven Street, Los Angeles,
California 90066.
Item 2. Identity and Background
This statement is being filed on behalf of Pequot Capital Management, Inc., a
Connecticut corporation (the "Reporting Person"). The principal business of the
Reporting Person, an investment adviser registered under the Investment Advisers
Act of 1940, is to act as investment adviser to certain managed accounts.
The executive officers of the Reporting Person are Messrs. Arthur J. Samberg and
Kevin E. O'Brien, the directors of the Reporting Person are Messrs. Samberg and
O'Brien, and the controlling shareholder is Mr. Samberg (collectively, the
"Executive Officers, Directors and Controlling Person"). The business address of
the Reporting Person and the Executive Officers, Directors and Controlling
Person is 500 Nyala Farm Road, Westport, CT 06880.
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Person have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Person have, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in 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.
Each of the Executive Officers, Directors and the Controlling Person are
citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, under Rule 13d-3 under the Securities Exchange Act of
1934, the Reporting Person is deemed to be the beneficial owner of 54,975,233 of
the Shares in the accounts for which the Reporting Person exercises investment
discretion (the "Accounts"). On December 20, 2001, in a previously reported
transaction, the Reporting Person purchased the Convertible Note and the Common
Stock Warrant (both as defined in Item 6) for an aggregate total of $3,500,000.
As more fully described in Item 6 below and in the event that is subject to this
filing, the number of Shares into which the Convertible Note (along with unpaid
accrued interest) was to be converted became determinable on July 18, 2002, the
date of the Company's Stockholder Meeting (the "Company Event"). The number of
Shares into which the Convertible Note was converted was 6,922,399 Shares.
Concurrently with the Company Event and pursuant to the terms of the Convertible
Note, the Company issued to the Reporting Person an Additional Common Stock
Warrant (as defined in Item 6) which is exercisable immediately into 223,499
Shares, the terms of such Additional Common Stock Warrant being substantially
identical to the terms of the Common Stock Warrant. Also, on July 17, 2002, the
Company granted to the Reporting Person the New Option (as defined in Item 6) in
connection with the Reporting Person's participation on the Company's Board of
Directors, of which 4,167 Shares are vested and currently exercisable by the
Reporting Person based on the New Option's vesting schedule. On July 19, 2002,
the Reporting Person elected to convert all of the Series A-1 Preferred (as
defined below) into Shares (the "Preferred Conversion"). In addition, the
Reporting Person beneficially owns 47,825,168 Shares as reported previously
(42,107,303 Shares attributable to certain preferred stock convertible into
Shares ("Series A-1 Preferred") which were converted into Shares pursuant to the
Preferred Conversion described above, 1,036,549 Shares attributable to a warrant
exercisable into convertible preferred stock which is convertible into Shares
("Series A-1 Warrant"), 63,819 Shares attributable to options exercisable into
Shares ("Previous Options"), 1,117,497 Shares attributable to the Common Stock
Warrant and 3,500,000 Shares in the form of common stock.) See Item 6 below for
a more detailed description of the above which is the subject of this filing.
The funds for the purchase of the Shares held by the Accounts were obtained from
the contributions of their various partners/shareholders.
Item 4. Purpose of Transaction
The Reporting Person acquired the Shares beneficially owned by it as an
investment and in the ordinary course of business. The Reporting Person intends
to review on a continuing basis its investment in the Company, including the
Company's business, financial condition and operating results and general market
and industry conditions and, based upon such review, may acquire additional
Shares or dispose of Shares in the open market, in privately negotiated
transactions or in any other lawful manner. One employee of the Reporting Person
currently serves on the Board of Directors of the Company. The Reporting Person
reserves the right to take whatever further action with respect to the Accounts'
holdings in the Company as the Reporting Person deems to be in the best interest
of such Accounts.
Other than as described herein, neither the Reporting Persons nor, to the best
knowledge of the Reporting Persons, any of the Executive Officers, Directors and
Controlling Person, has any plans or proposals which relate to or would result
in: (a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number of
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Company;
(f) Any other material change in the Company's business or corporate
structure including but not limited to, if the Company is a
registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of registered national
securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Person beneficially owns in the
aggregate 54,975,233 Shares. These Shares represent approximately 55.10% of the
Shares that the Reporting Person believes to be outstanding if the Series A-1
Warrant, the Common Stock Warrant and the Additional Common Stock Warrant were
converted into Shares and the vested portion of both the Previous Options and
the New Option were exercised into Shares. In addition, one employee of the
Reporting Person serves on the Board of Directors of the Company. The Reporting
Person has the sole power to vote, direct the vote, dispose and direct the
disposition of all of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On December 20, 2001, the Company issued to the Reporting Person a convertible
promissory note (the "Convertible Note") in the aggregate principal amount of
$3,500,000 and a warrant exercisable into 1,117,497 Shares (the "Common Stock
Warrant") for consideration in the amount of $3,500,000. Pursuant to the terms
of the Convertible Note, the conversion rate of the Convertible Note was to be
determined on the date the stockholders of the Company approved the issuance of
the Shares underlying (the Convertible Note. The required stockholder approval
was obtained on the date of the Company Event. The rate was determined to be
$0.5292, which, pursuant to the terms of the Convertible Note, represents 90% of
the 10-day average closing bid price (the "Conversion Rate") prior to the date
of the Company Event. Immediately after the setting of the Conversion Rate, the
Convertible Note along with accrued interest of $163,333 was converted into
6,922,399 Shares. In addition, pursuant to the terms of the Convertible Note,
the Reporting Person was issued a warrant immediately exercisable into 223,499
Shares (the "Additional Common Stock Warrant"). The exercise price of both the
Common Stock Warrant and the Additional Common Stock Warrant is $1.044 per
share. Cashless exercise is permitted.
In connection with the Reporting Person's participation (through its employee)
on the Company's Board of Directors, the Company granted an option on July 17,
2002 (the "Grant Date") for 25,000 Shares (the "New Option"), which based upon
its vesting schedule, is exercisable into 4,167 Shares as of the date of the
Company Event. The New Option vests monthly over a 12 month period at the end of
each month after the Grant Date. The exercise price of this option is $0.58 per
share.
Item 7. Material to be Filed as Exhibits
None.
After a 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.
July 23, 2002
Pequot Capital Management, Inc.
By:/s/ Kevin E. O'Brien
Kevin E. O'Brien, General Counsel