SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
eGain Communications Corporation
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
28225C103
(Cusip Number)
David K. Lakhdhir, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3030
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
N/A
(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 ss.ss. 240.13d-(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].
*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 total number of shares of Common Stock reported herein is 15,335,927, which
would constitute approximately 32.3% of the 47,532,351 shares of Common Stock
that would be outstanding if all of the shares of Series A Preferred Stock (as
defined below) referred to herein were converted on August 8, 2001. See Item
5(a) herein for a description of the calculation of the Common Stock conversion
ratio. All ownership percentages set forth herein are based on there being
36,226,847 shares of Common Stock outstanding unless otherwise specified herein.
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 (the "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).
1
1. Name of Reporting Person:
Oak Hill Capital 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: OO
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
Number of Shares 7. Sole Voting Power: 0
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 0
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,311,053 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 16.8% (2)
14. Type of Reporting Person: PN
------------------------
(1) Represents the shares of Common Stock that would be beneficially owned upon
conversion of the Issuer's 6.75% Series A Cumulative Convertible Preferred
Stock, par value $.001 per share (the "Series A Preferred Stock"), on
August 8, 2001 and exercise of the Warrants to purchase 1,370,018 shares of
Common Stock. On conversion of the Series A Preferred Stock and exercise of
the Warrants, 7,311,053 shares of Common Stock will be owned directly by
Oak Hill Capital Partners, L.P., through its general partner, OHCP GenPar,
L.P., through OHCP GenPar, L.P.'s general partner, OHCP MGP, LLC. See Item
5(a) herein.
(2) Assumes that there are 43,537,900 shares of Common Stock outstanding.
2
1. Name of Reporting Person:
Oak Hill Capital Management 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: OO
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
Number of Shares 7. Sole Voting Power: 0
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 0
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
187,463 (3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 0.5% (4)
14. Type of Reporting Person: PN
------------------------
(3) Represents the shares of Common Stock that would be beneficially owned upon
conversion of the Series A Preferred Stock on August 8, 2001 and exercise
of the Warrants to purchase 35,129 shares of Common Stock. On conversion of
the Series A Preferred Stock and exercise of the Warrants, 187,463 shares
of Common Stock will be owned directly by Oak Hill Capital Management
Partners, L.P., through its general partner, OHCP GenPar, L.P., through
OHCP GenPar, L.P.'s general partner, OHCP MGP, LLC. See Item 5(a) herein.
(4) Assumes that there are 36,414,310 shares of Common Stock outstanding.
3
1. Name of Reporting Person:
OHCP GenPar, 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
Number of Shares 7. Sole Voting Power: 0
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 0
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,498,516 (5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 17.1% (6)
14. Type of Reporting Person: PN
------------------------
(5) Represents the shares of Common Stock that would be beneficially owned upon
conversion of the Issuer's Series A Preferred Stock on August 8, 2001 and
exercise of the Warrants to purchase 1,405,147 shares of Common Stock. On
conversion of the Series A Preferred Stock and exercise of the Warrants,
OHCP GenPar, L.P. will beneficially own the following shares of Common
Stock: (i) 7,311,053 shares of Common Stock of Oak Hill Capital Partners,
L.P. in its capacity as general partner; and (ii) 187,463 shares of Common
Stock of Oak Hill Capital Management Partners, L.P. in its capacity as
general partner. See Item 5(a) herein.
(6) Assumes that there are 43,725,363 shares of Common Stock outstanding.
4
1. Name of Reporting Person:
OHCP MGP, LLC
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
Number of Shares 7. Sole Voting Power: 0
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 0
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,498,516 (7)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 17.1% (8)
14. Type of Reporting Person: OO
------------------------
(7) See footnote (5) to page relating to OHCP GenPar, L.P. Power is exercised
in its capacity as general partner of OHCP GenPar, L.P.
(8) Assumes that there are 43,725,363 shares of Common Stock outstanding.
5
1. Name of Reporting Person:
Oak Hill Venture Fund I, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
3. SEC Use Only:
4. Source of Funds: OO
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
Number of Shares 7. Sole Voting Power: 0
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 0
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,384,359 (9)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 3.7% (10)
14. Type of Reporting Person: PN
------------------------
(9) Represents the shares of Common Stock that would be beneficially owned upon
conversion of the Issuer's Series A Preferred Stock on August 8, 2001 and
exercise of the Warrants to purchase 259,412 shares of Common Stock. On
conversion of the Series A Preferred Stock and exercise of the Warrants,
1,384,359 shares of Common Stock will be owned directly by Oak Hill Venture
Fund II, L.P., through its general partner, OHVF GenPar I, L.P., through
OHVF GenPar I, L.P.'s general partner, OHVF MGP I, LLC. See Item 5(a)
herein.
(10) Assumes that there are 37,611,206 shares of Common Stock outstanding.
6
1. Name of Reporting Person:
OHVF GenPar I, 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
Number of Shares 7. Sole Voting Power: 0
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 0
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,384,359 (11)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 3.7% (12)
14. Type of Reporting Person: PN
------------------------
(11) Represents the shares of Common Stock that would be beneficially owned upon
conversion of the Issuer's Series A Preferred Stock on August 8, 2001 and
exercise of the Warrants to purchase 259,412 shares of Common Stock. Power
is exercised in its capacity as general partner to Oak Hill Venture Fund I,
L.P. and through its general partner, OHVF MGP I, LLC.
(12) Assumes that there are 37,611,206 shares of Common Stock outstanding.
7
1. Name of Reporting Person:
OHVF MGP I, LLC
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
3. SEC Use Only:
4. Source of Funds: OO
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
Number of Shares 7. Sole Voting Power: 0
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 0
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,384,359 (13)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 3.7% (14)
14. Type of Reporting Person: OO
------------------------
(13) See footnote (11) to page relating to OHVP GenPar, L.P. Power is exercised
in its capacity as general partner to OHVP GenPar, L.P. and through its
sole member, FW Group GenPar, LLC.
(14) Assumes that there are 37,611,206 shares of Common Stock outstanding.
8
1. Name of Reporting Person:
FW Group GenPar, LLC
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
Number of Shares 7. Sole Voting Power: 0
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 0
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,384,359 (15)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 3.7% (16)
14. Type of Reporting Person: OO
------------------------
(15) See footnote (13) to page relating to OHVF MGP I, LLC. Power is exercised
in its capacity as sole member of OHVF MGP I, LLC.
(16) Assumes that there are 37,611,206 shares of Common Stock outstanding.
9
1. Name of Reporting Person:
FW Investors V, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
3. SEC Use Only:
4. Source of Funds: OO
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
Number of Shares 7. Sole Voting Power: 0
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 0
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,422,629 (17)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 6.3% (18)
14. Type of Reporting Person: PN
------------------------
(17) Represents the shares of Common Stock that would be beneficially owned upon
conversion of the Issuer's Series A Preferred Stock on August 8, 2001 and
exercise of the Warrants to purchase 453,971 shares of Common Stock. On
conversion of the Series A Preferred Stock and exercise of the Warrants,
2,422,629 shares of Common Stock will be owned directly by FW Investors V,
L.P., through its general partner, FW Management II, LLC. See Item 5(a)
herein.
(18) Assumes that there are 38,649,476 shares of Common Stock outstanding.
10
1. Name of Reporting Person:
FW Management II, LLC
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
Number of Shares 7. Sole Voting Power: 0
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 0
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,422,629 (19)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 6.3% (20)
14. Type of Reporting Person: OO
------------------------
(19) See footnote (17) to page relating to FW Investors V, L.P. Power is
exercised in its capacity as general partner to FW Investors V, L.P.
through its sole member, J. Taylor Crandall.
(20) Assumes that there are 38,649,476 shares of Common Stock outstanding.
11
1. Name of Reporting Person:
Robert M. Bass
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
Number of Shares 7. Sole Voting Power: 2,833,154
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 2,833,154
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,833,154 (21)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 7.8%
14. Type of Reporting Person: IN
------------------------
(21) Represents the shares of Common Stock that are beneficially owned as a
result of the distribution from FW Ventures I, L.P.
12
1. Name of Reporting Person:
Capital Partnership
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: Texas
Number of Shares 7. Sole Voting Power: 707,278
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 707,278
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
707,278 (22)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 2.0%
14. Type of Reporting Person: PN
------------------------
(22) Represents the shares of Common Stock that are beneficially owned as a
result of the distribution by FW Ventures I, L.P. Power is exercised
through its managing partner, Margaret Lee Bass 1980 Trust.
13
1. Name of Reporting Person:
David G. Brown
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
Number of Shares 7. Sole Voting Power: 161,664
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 161,664
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
161,664 (23)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 0.4%
14. Type of Reporting Person: IN
------------------------
(23) Represents the shares of Common Stock that are beneficially owned as a
result of the distribution by FW Ventures I, L.P.
14
1. Name of Reporting Person:
Mark A. Wolfson
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
Number of Shares 7. Sole Voting Power: 161,664
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 161,664
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
166,664 (24)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 0.5% (25)
14. Type of Reporting Person: IN
------------------------
(24) Represents 161,664 shares of Common Stock that are beneficially owned as a
result of the distribution by FW Ventures I, L.P. and 5,000 shares of
Common Stock that would be beneficially owned upon exercise of director
options held by Mr. Wolfson.
(25) Assumes that there are 36,226,847 shares of Common Stock outstanding.
15
1. Name of Reporting Person:
Group III 31, LLC
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
Number of Shares 7. Sole Voting Power: 40,416
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 40,416
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
40,416 (26)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 0.1%
14. Type of Reporting Person: OO
------------------------
(26) Represents the shares of Common Stock that are beneficially owned as a
result of the distribution by FW Ventures I, L.P.
16
1. Name of Reporting Person:
J. Taylor Crandall (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: Delaware
Number of Shares 7. Sole Voting Power: 2,463,045
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 2,463,045
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,463,045 (27)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 6.4% (28)
14. Type of Reporting Person: IN
------------------------
(27) (i) Solely in his capacity as the sole member of Group III 31, LLC with
respect to 40,416 shares of Common Stock, which represents the shares of
Common Stock that are beneficially owned as a result of the distribution by
FW Ventures I, L.P.; and (ii) solely in his capacity as the sole member of
FW Management II, LLC with respect to 2,422,629 shares, see footnote 19 to
page relating to FW Management II, LLC.
(28) Assumes that there are 38,649,476 shares of Common Stock outstanding.
17
1. Name of Reporting Person:
Woodside 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
Number of Shares 7. Sole Voting Power: 121,247
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 121,247
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
121,247 (29)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: PN
------------------------
(29) Represents the shares of Common Stock that are directly owned by Woodside
Partners, L.P. as a result of the distribution by FW Ventures I, L.P.
Woodside Partners, L.P. owns the shares through its general partner,
Tonandowah, L.L.C., of which the sole member is Caroline Jean Crandall 1998
Trust, of which John Fant is the sole trustee.
18
1. Name of Reporting Person:
Tonandowah, L.L.C.
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
Number of Shares 7. Sole Voting Power: 121,247
Beneficially 8. Shared Voting Power: 0
Owned By Each 9. Sole Dispositive Power: 121,247
Reporting Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
121,247 (30)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: OO
------------------------
(30) Solely in its capacity as the general partner of Woodside Partners, L.P.
See footnote 29 to page relating to Woodside Partners, L.P.
19
AMENDMENT NO. 2 TO SCHEDULE 13D
-------------------------------
This Amendment No. 2 to Schedule 13D is filed by the
undersigned to amend Schedule 13D, filed on August 18, 2000 (the "Original
Filing"), as amended by Amendment No. 1 to the Schedule 13D filed on February
15, 2001 (Amendment No. 1"). Unless otherwise indicated, all capitalized terms
shall have the same meaning as provided in the Original Filing.
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No change.
ITEM 4. PURPOSE OF TRANSACTION.
No change.
20
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5(a)IS HEREBY AMENDED AND SUPPLEMENTED BY THE ADDITION OF THE FOLLOWING:
In accordance with the Certificate of Designations of the
Series A Preferred Stock, because 122% of the average closing bid price per
share of the Common Stock quoted on the National Association of Securities
Dealers, Inc. Automated Quotation System (the "NASDAQ") on the twenty (20)
consecutive trading days immediately preceding and including August 8, 2001 (the
"Market Value") was less than the conversion price at such time, the conversion
price of the Series A Preferred Stock was adjusted to $5.6875. Consequently, as
of the date hereof, (i) OHCP beneficially owns 7,311,053 shares of the Common
Stock or 16.8% of the issued and outstanding shares of the Common Stock; (ii)
OHCMP beneficially owns 187,463 shares of the Common Stock or 0.5% of the issued
and outstanding shares of the Common Stock; (iii) OHCP GenPar, because of its
position as general partner of each of OHCP and OHCMP may, pursuant to Rule
13d-3 of the Act, be deemed to beneficially own 7,498,516 shares of Common Stock
or 17.1% of the issued and outstanding shares of the Common Stock; (iv) OHCP
MGP, because of its position as general partner of OHCP GenPar may, pursuant to
Rule 13d-3 of the Act, be deemed to beneficially own 7,498,516 shares of Common
Stock or 17.1% of the issued and outstanding shares of the Common Stock; (v)
OHVF beneficially owns 1,384,359 shares of the Common Stock or 3.7% of the
issued and outstanding shares of the Common Stock; (vi) OHVF GenPar, because of
its position as general partner of OHVF may, pursuant to Rule 13d-3 of the Act,
be deemed to beneficially own 1,384,359 shares of Common Stock or 3.7% of the
issued and outstanding shares of the Common Stock; (vii) OHVF MGP, because of
its position as general partner of OHVP GenPar may, pursuant to Rule 13d-3 of
the Act, be deemed to beneficially own 1,384,359 shares of Common Stock or 3.7%
of the issued and outstanding shares of the Common Stock; (viii) FWI
beneficially owns 2,422,629 shares of the Common Stock or 6.3% of the issued and
outstanding shares of the Common Stock; (ix) FWM, because of its position as
general partner of FWI may, pursuant to Rule 13d-3 of the Act, be deemed to
beneficially own 2,422,629 shares of the Common Stock or 6.3% of the issued and
outstanding shares of the Common Stock; and (x) FW Group, because of its
position as sole member of OHVF MGP may, pursuant to Rule 13d-3 of the Act, be
deemed to beneficially own 1,384,359 shares of the Common Stock or 3.7% of the
issued and outstanding shares of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No change.
21
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: August 15, 2001
OAK HILL CAPITAL PARTNERS, L.P.
By: OHCP GenPar, L.P.,
its general partner
By: OHCP MGP, LLC,
its general partner
By: /s/ W. R. Cotham
---------------------------------------
Name: W. R. Cotham
Title: Vice President
OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.
By: OHCP GenPar, L.P.,
its general partner
By: OHCP MGP, LLC,
its general partner
By: /s/ W. R. Cotham
---------------------------------------
Name: W. R. Cotham
Title: Vice President
OHCP GENPAR, L.P.
By: OHCP MGP, LLC,
its general partner
By: /s/ W. R. Cotham
---------------------------------------
Name: W. R. Cotham
Title: Vice President
22
OHCP MGP, LLC
By: /s/ W. R. Cotham
---------------------------------------
Name: W. R. Cotham
Title: Vice President
OAK HILL VENTURE FUND I, L.P.
By: OHVF GenPar I, L.P.,
its general partner
By: OHVF MGP I, LLC,
its general partner
By: /s/ W. R. Cotham
---------------------------------------
Name: W. R. Cotham
Title: Vice President
OHVF GENPAR I, L.P.
By: OHVF MGP I, LLC,
its general partner
By: /s/ W. R. Cotham
---------------------------------------
Name: W. R. Cotham
Title: Vice President
OHVF MGP I, LLC
By: /s/ W. R. Cotham
---------------------------------------
Name: W. R. Cotham
Title: Vice President
23
FW INVESTORS V, L.P.
By: FW Management II, LLC,
its general partner
By: /s/ J. Taylor Crandall
---------------------------------------
Name: J. Taylor Crandall
Title: President
FW MANAGEMENT II, LLC
By: /s/ J. Taylor Crandall
---------------------------------------
Name: J. Taylor Crandall
Title: President
FW GROUP GP, LLC
By: /s/ W. R. Cotham
---------------------------------------
Name: W. R. Cotham
Title: Vice President
/s/ Robert M. Bass
--------------------------------------------
Robert M. Bass
CAPITAL PARTNERSHIP
By: Margaret Lee Bass 1980 Trust,
Managing Partner
By: Panther City Investment Company,
Trustee
By: /s/ W. R. Cotham
---------------------------------------
Name: W. R. Cotham
Title: Vice President
24
GROUP III 31, LLC
By: /s/ J. Taylor Crandall
---------------------------------------
Name: J. Taylor Crandall
Title: Sole Member
/s/ David G. Brown
--------------------------------------------
David G. Brown
/s/ Mark A. Wolfson
--------------------------------------------
Mark A. Wolfson
/s/ J. Taylor Crandall
--------------------------------------------
J. Taylor Crandall
WOODSIDE PARTNERS, L.P.
By: Tonandowah, L.L.C.,
its general partner
By: /s/ W. R. Cotham
---------------------------------------
Name: W. R. Cotham
Title: Vice President
TONANDOWAH, L.L.C.
By: /s/ John H. Fant
---------------------------------------
Name: John H. Fant
Title: Trustee of the Caroline Jean
Crandall 1998 Trust, sole member of
Tonandowah, L.L.C.