Schedule 13D Amendment No. 1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Th9WaRkL4NfciW+9IUPD2zXx61bvr791WnOf6lc9FRaT/siHn54O9XVhn6/lUdDL spgZ6uw1yWre8c354UDbkQ== 0001193125-08-025874.txt : 20080211 0001193125-08-025874.hdr.sgml : 20080211 20080211165447 ACCESSION NUMBER: 0001193125-08-025874 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080211 DATE AS OF CHANGE: 20080211 GROUP MEMBERS: CHRISTOPHER S. GAFFNEY GROUP MEMBERS: GREAT HILL INVESTORS, LLC GROUP MEMBERS: GREAT HILL PARTNERS GP, LLC GROUP MEMBERS: GREAT HILL PARTNERS, LLC GROUP MEMBERS: JOHN G. HAYES GROUP MEMBERS: STEPHEN F. GORMLEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INCENTRA SOLUTIONS, INC. CENTRAL INDEX KEY: 0001025707 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 860793960 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78214 FILM NUMBER: 08594252 BUSINESS ADDRESS: STREET 1: 1140 PEARL STREET CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: 303-449-8279 MAIL ADDRESS: STREET 1: 1140 PEARL STREET CITY: BOULDER STATE: CO ZIP: 80302 FORMER COMPANY: FORMER CONFORMED NAME: FRONT PORCH DIGITAL INC DATE OF NAME CHANGE: 20000705 FORMER COMPANY: FORMER CONFORMED NAME: EMPIRE COMMUNICATIONS CORP DATE OF NAME CHANGE: 19980327 FORMER COMPANY: FORMER CONFORMED NAME: LITIGATION ECONOMICS INC DATE OF NAME CHANGE: 19961022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT HILL EQUITY PARTNERS LTD PARTNERSHIP CENTRAL INDEX KEY: 0001161865 IRS NUMBER: 043453406 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: ONE LIBERTY SQ CITY: BOSTON STATE: MA ZIP: 02109 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Incentra Solutions, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

45326F207

(CUSIP Number)

Great Hill Partners

Attn: Laurie T. Gerber

One Liberty Square, Boston, MA 02109

(617) 790-9430

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 8, 2007

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 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, as amended (“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).


		SCHEDULE 13D
CUSIP No. 45326F207


1.	Names of Reporting Persons. Great Hill Equity Partners Limited Partnership
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 3,611,082
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 3,611,082


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,611,082
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	x
13.	Percent of Class Represented by Amount in Row (11) 15.7%
14.	Type of Reporting Person (See Instructions) PN


		SCHEDULE 13D
CUSIP No. 45326F207


1.	Names of Reporting Persons. Great Hill Investors, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) 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 Massachusetts


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 121,530
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 121,530


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 121,530
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	x
13.	Percent of Class Represented by Amount in Row (11) 0.5%
14.	Type of Reporting Person (See Instructions) OO


		SCHEDULE 13D
CUSIP No. 45326F207


1.	Names of Reporting Persons. Great Hill Partners GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) 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 Massachusetts


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 3,611,082
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 3,611,082


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,611,082
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	x
13.	Percent of Class Represented by Amount in Row (11) 15.7%
14.	Type of Reporting Person (See Instructions) OO


		SCHEDULE 13D
CUSIP No. 45326F207


1.	Names of Reporting Persons. Great Hill Partners, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) 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 Massachusetts


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 3,611,082
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 3,611,082


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,611,082
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	x
13.	Percent of Class Represented by Amount in Row (11) 15.7%
14.	Type of Reporting Person (See Instructions) OO


		SCHEDULE 13D
CUSIP No. 45326F207


1.	Names of Reporting Persons. Christopher S. Gaffney
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) 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 of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 3,732,612
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 3,732,612


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,732,612
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	x
13.	Percent of Class Represented by Amount in Row (11) 16.3%
14.	Type of Reporting Person (See Instructions) IN


		SCHEDULE 13D
CUSIP No. 45326F207


1.	Names of Reporting Persons. Stephen F. Gormley
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) 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 of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 3,732,612
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 3,732,612


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,732,612
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	x
13.	Percent of Class Represented by Amount in Row (11) 16.3%
14.	Type of Reporting Person (See Instructions) IN


		SCHEDULE 13D
CUSIP No. 45326F207


1.	Names of Reporting Persons. John G. Hayes
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) 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 of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 3,732,612
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 3,732,612


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,732,612
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	x
13.	Percent of Class Represented by Amount in Row (11) 16.3%
14.	Type of Reporting Person (See Instructions) IN

Introductory Note

The purpose of this Amendment No. 1 to Schedule 13D (this “Amendment”) is to report the Reporting Persons’ decrease in percentage ownership of the Company as a result of the Company’s issuance of its Common Stock (as defined below) during 2007. As a result of such issuances and based upon the 21,317,863 shares of Common Stock outstanding as of November 8, 2007, as reported in the Company’s Form 10-Q for the quarterly period ended September 30, 2007, the aggregate percentage ownership which may be deemed indirectly beneficially owned by certain Reporting Persons decreased from approximately 30.7% at the time of filing of the Reporting Persons’ Schedule 13D to approximately 16.3%. The Reporting Persons have not acquired or disposed of any shares of the Company’s Common Stock since the transactions previously reported on the Schedule 13D filed by the Reporting Persons on August 30, 2004.

This Amendment amends the Schedule 13D filed by the Reporting Persons on August 30, 2004 (the “Schedule 13D,” and as amended by the Amendment, the “Statement”). This Amendment is being filed on behalf of the following individuals and entities (the “Reporting Persons”): (i) Great Hill Equity Partners Limited Partnership, a Delaware limited partnership (“GHEP”); (ii) Great Hill Investors, LLC, a Massachusetts limited liability company (“GHI” ); (iii) Great Hill Partners GP, LLC, a Massachusetts limited liability company (“GP”); (iv) Great Hill Partners, LLC, a Massachusetts limited liability company (“GHP,”); (v) Christopher S. Gaffney (“Gaffney”); (vi) Stephen F. Gormley (“Gormley”); and (vii) John G. Hayes (“Hayes”).

On June 9, 2005, the Company effected a stock combination, or reverse stock split, in which every ten (10) shares of Common Stock was exchanged for one (1) new share of Common Stock. Accordingly, all share numbers listed in the Schedule 13D shall be deemed to reflect such stock combination to the extent appropriate. Except as set forth below or as described in the preceding sentence, there are no changes to the information set forth in the Schedule 13D.

Item 1.

Security and Issuer

The first paragraph of Item 1 is amended and restated in its entirety as follows:

The class of equity to which this Statement relates is the common stock, $0.001 par value per share (the “Common Stock” or the “Shares”), of Incentra Solutions, Inc., a Nevada corporation (the “Company”). The address of the principal executive offices of the Company is 1140 Pearl Street, Boulder, Colorado 80302.

Item 5.

Interest in Securities of the Issuer

The second paragraph of Item 5 is amended by replacing the ownership percentages of the Reporting Persons listed therein with the corresponding ownership percentages set forth in line 13 of such Reporting Persons’ cover pages hereto.

As a result of the Company’s issuance of Common Stock during 2007 and based upon the number of shares Common Stock outstanding as of November 8, 2007: (i) the percentage ownership represented by the 3,611,082 shares of Common Stock directly beneficially owned by GHEP, which may be deemed to be indirectly beneficially owned by GP and GHP, decreased from approximately 29.8% to approximately 15.7%; (ii) the percentage ownership represented by the 121,530 shares of Common Stock directly beneficially owned by GHI decreased from approximately 1.2% to approximately 0.5%; and (iii) the percentage ownership represented by the Common Stock beneficially owned by GHEP and GHI, which may be deemed to indirectly beneficially owned by each of Gaffney, Gormley and Hayes, decreased from approximately 30.7% to approximately 16.3%.

Item 7.

Material to be Filed as Exhibits


Exhibit 1		Joint Filing Agreement, dated as of February 11, by and among the GHEP, GHI, GP, GHP, Gaffney, Gormley and Hayes.

S I G N A T U R E

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.

Date: February 11, 2008


GREAT HILL EQUITY PARTNERS LIMITED PARTNERSHIP

By:		GREAT HILL PARTNERS GP, LLC, its General Partner

By:		/s/ Christopher S. Gaffney
Name:		Christopher S. Gaffney
Title:		A Manager

GREAT HILL INVESTORS, LLC

By:		/s/ Christopher S. Gaffney
Name:		Christopher S. Gaffney
Title:		A Manager

GREAT HILL PARTNERS GP, LLC

By:		/s/ Christopher S. Gaffney
Name:		Christopher S. Gaffney
Title:		A Manager

GREAT HILL PARTNERS, LLC

By:		/s/ Christopher S. Gaffney
Name:		Christopher S. Gaffney
Title:		A Manager

/s/ Christopher S. Gaffney
Name:		Christopher S. Gaffney

/s/ Stephen F. Gormley
Name:		Stephen F. Gormley

/s/ John G. Hayes
Name:		John G. Hayes

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, as of February 11, 2008 the undersigned each hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto (as amended, the “Schedule 13D”) with respect to common stock, par value $0.001 per share, of Incentra Solutions, Inc., a Nevada corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to the Schedule 13D provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[signature page follows]

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.


GREAT HILL EQUITY PARTNERS LIMITED PARTNERSHIP

By:		GREAT HILL PARTNERS GP, LLC, its General Partner

By:		/s/ Christopher S. Gaffney
Name:		Christopher S. Gaffney
Title:		A Manager

GREAT HILL INVESTORS, LLC

By:		/s/ Christopher S. Gaffney
Name:		Christopher S. Gaffney
Title:		A Manager

GREAT HILL PARTNERS GP, LLC

By:		/s/ Christopher S. Gaffney
Name:		Christopher S. Gaffney
Title:		A Manager

GREAT HILL PARTNERS, LLC

By:		/s/ Christopher S. Gaffney
Name:		Christopher S. Gaffney
Title:		A Manager

/s/ Christopher S. Gaffney
Name:		Christopher S. Gaffney

/s/ Stephen F. Gormley
Name:		Stephen F. Gormley

/s/ John G. Hayes
Name:		John G. Hayes

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