-----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, TDz67Tkd1exK2u617hUZW0ejaydUJ+EmiFnxRNDr6nEFuOElKXv0hGjDULXoH1Jz ufIoCmRmPv0Khx4edBbuIA== 0000895345-00-000085.txt : 20000211 0000895345-00-000085.hdr.sgml : 20000211 ACCESSION NUMBER: 0000895345-00-000085 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEYNOTE SYSTEMS INC CENTRAL INDEX KEY: 0001032761 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943226488 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-56991 FILM NUMBER: 529868 BUSINESS ADDRESS: STREET 1: 2855 CAMPUS DRIVE CITY: SAN MATEO STATE: CA ZIP: 94403 MAIL ADDRESS: STREET 1: 2855 CAMPUS DRIVE CITY: SAN MATEO STATE: CA ZIP: 94403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GE CAPITAL EQUITY INVESTMENTS INC CENTRAL INDEX KEY: 0001093083 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 061268495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033576839 MAIL ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT _____)* KEYNOTE SYSTEMS, INC. - ----------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE - ----------------------------------------------------------------------------- (Title of Class of Securities) 493308100 ------------------------------------------------------------------- (CUSIP Number) DECEMBER 31, 1999 ------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |_| Rule 13d-1(c) |X| Rule 13d-1(d) *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 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 (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). *SEE INSTRUCTIONS BEFORE FILLING OUT SCHEDULE 13G CUSIP No. 493308100 Page 2 of 11 Pages 1 NAME OF REPORTING PERSON /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GE CAPITAL EQUITY INVESTMENTS, INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 1,583,711 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 1,583,711 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,583,711 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7% 12 TYPE OF REPORTING PERSON* CO CUSIP No. 493308100 Page 3 of 11 Pages 1 NAME OF REPORTING PERSON /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC CAPITAL CORPORATION 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK, U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 1,583,711 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER 1,583,711 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,583,711 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7% 12 TYPE OF REPORTING PERSON* CO CUSIP No. 493308100 Page 4 of 11 Pages 1 NAME OF REPORTING PERSON /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC CAPITAL SERVICES, INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH DISCLAIMED. SEE 9 BELOW. REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER DISCLAIMED. SEE 9 BELOW. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED. 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) DISCLAIMED. SEE 9 ABOVE. 12 TYPE OF REPORTING PERSON* CO CUSIP No. 493308100 Page 5 of 11 Pages 1 NAME OF REPORTING PERSON /I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC COMPANY 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK, U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH DISCLAIMED. SEE 9 BELOW. REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 8 SHARED DISPOSITIVE POWER DISCLAIMED. SEE 9 BELOW. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED. 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) DISCLAIMED. SEE 9 ABOVE. 12 TYPE OF REPORTING PERSON* CO Item 1. (a) NAME OF ISSUER: Keynote Systems, Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2855 Campus Drive San Mateo, California 94403 Item 2. 1. (a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND CITIZENSHIP: GE Capital Equity Investments, Inc. 120 Long Ridge Road Stamford, Connecticut. 06927 Citizenship: Delaware (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share (e) CUSIP NUMBER: 493308100 2. (a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND CITIZENSHIP: General Electric Capital Corporation 260 Long Ridge Road Stamford, Connecticut. 06927 Citizenship: New York (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share (e) CUSIP NUMBER: 493308100 3. (a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND CITIZENSHIP: General Electric Capital Services, Inc. 3135 Easton Turnpike Fairfield, Connecticut. 06431 Citizenship: Delaware Page 6 of 11 Pages (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share (e) CUSIP NUMBER: 493308100 4. (a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND CITIZENSHIP: General Electric Company 3135 Easton Turnpike Fairfield, Connecticut. 06431 Citizenship: New York (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share (e) CUSIP NUMBER: 493308100 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (15 U.S.C. 80a-8); (e) [ ] An investment advisor in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person, in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) Page 7 of 11 Pages If this statement is filed pursuant to ss. 240.13d-1(c), check this box. |_| Item 4. OWNERSHIP: 1. GE Capital Equity Investments, Inc. (a) AMOUNT BENEFICIALLY OWNED: 1,583,711 shares of Common Stock. (b) PERCENT OF CLASS: 6.7% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 1,583,711 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 1,583,711 2. General Electric Capital Corporation (a) AMOUNT BENEFICIALLY OWNED: 1,583,711 shares of Common Stock. (b) PERCENT OF CLASS: 6.7% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 1,583,711 (iii) sole power to dispose or to direct the disposition of: 0 Page 8 of 11 Pages (iv) shared power to dispose or to direct the disposition of: 1,583,711 3. General Electric Capital Services, Inc. (a) AMOUNT BENEFICIALLY OWNED: Beneficial ownership of all shares is disclaimed. (b) PERCENT OF CLASS: Disclaimed. See (a) above. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: Disclaimed. See (a) above. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: Disclaimed. See (a) above. 4. General Electric Company (a) AMOUNT BENEFICIALLY OWNED: Beneficial ownership of all shares is disclaimed. (b) PERCENT OF CLASS: Disclaimed. See (a) above. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: Disclaimed. See (a) above. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: Page 9 of 11 Pages Disclaimed. See (a) above. Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable. Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not applicable. Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable. Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: See Exhibit 1 for Joint Filing Agreement. Item 9. NOTICES OF DISSOLUTION OF GROUP: Not applicable. Item 10. CERTIFICATION: Not applicable. Page 10 of 11 Pages SIGNATURE 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: February 9, 2000 GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Michael E. Pralle --------------------------- Name: Michael E. Pralle Title: Vice President GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Michael E. Pralle --------------------------- Name: Michael E. Pralle Title: President/ General Manager GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Michael E. Pralle --------------------------- Name: Michael E. Pralle Title: Attorney-in-fact* GENERAL ELECTRIC COMPANY By: /s/ Michael E. Pralle --------------------------- Name: Michael E. Pralle Title: Attorney-in-fact* - ------------------ * Pursuant to a Power of Attorney attached as Exhibit 2 to this Schedule 13G. EX-99.1 2 EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any further amendments to the Schedule 13G with respect to beneficial ownership by the undersigned of shares of the Common Stock, par value $0.001 per share, of Keynote Systems, Inc., are being filed on behalf of each of the undersigned in accordance with Rule 13D-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: February 9, 2000 GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Michael E. Pralle --------------------------- Name: Michael E. Pralle Title: Vice President GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Michael E. Pralle --------------------------- Name: Michael E. Pralle Title: President/ General Manager GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Michael E. Pralle --------------------------- Name: Michael E. Pralle Title: Attorney-in-fact* GENERAL ELECTRIC COMPANY By: /s/ Michael E. Pralle --------------------------- Name: Michael E. Pralle Title: Attorney-in-fact* - --------------------- * Pursuant to a Power of Attorney attached as Exhibit 2 to this Schedule 13G. EX-99.2 3 EXHIBIT 2 POWER OF ATTORNEY The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Joan C. Amble Nancy E. Barton Jeffrey S. Werner Michael A. Gaudino J. Gordon Smith Michael E. Pralle Paul J. Licursi Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by General Electric Capital Services, Inc., General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the Intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless sooner revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2000. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 30th day of April, 1998. General Electric Company (Corporate Seal) By: /s/ Philip D. Ameen ------------------------------- Philip D. Ameen, Vice President Attest: /s/ Robert E. Healing - ---------------------------- Robert E. Healing, Attesting Secretary POWER OF ATTORNEY The undersigned, General Electric Capital Services, Inc., a Delaware corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation and for and with respect to the matters hereinafter described. Name of Attorney: Michael A. Gaudino J. Gordon Smith Michael E. Pralle Paul J. Licursi Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Security and Exchange Commission under the Securities Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation of any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents or other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2000. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 30th of April, 1998. General Electric Capital Services, Inc. (Corporate Seal) By: /s/ Nancy E. Barton ------------------------------------ Nancy E. Barton, Senior Vice President Attest: /s/ Brian T. MaAnaney - ------------------------- Brian T. McAnaney, Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----