-----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, J/eKhpgjj/05x+vPSn++wFsuKi1N5HSdJG2MzxhnE2jhig8zXQFv5ly3Dys2i+Sy nogekCByk7tV63SdQYlXmg== 0000950135-03-000901.txt : 20030211 0000950135-03-000901.hdr.sgml : 20030211 20030211133348 ACCESSION NUMBER: 0000950135-03-000901 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030211 GROUP MEMBERS: ARCH VENTURE PARTNERS, L.L.C. GROUP MEMBERS: CLINTON BYBEE GROUP MEMBERS: KEITH CRANDELL GROUP MEMBERS: ROBERT NELSEN GROUP MEMBERS: STEVEN LAZARUS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMPROVENET INC CENTRAL INDEX KEY: 0001043561 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770417881 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60293 FILM NUMBER: 03549552 BUSINESS ADDRESS: STREET 1: 1286 ODDSTAD DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6507018000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARCH VENTURE FUND III L P CENTRAL INDEX KEY: 0001031836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8725 W KIGGINS ROAD STREET 2: SUITE 290 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7733806600 MAIL ADDRESS: STREET 1: 8725 W KIGGINS ROAD STREET 2: SUITE 290 CITY: CHICAGO STATE: IL ZIP: 60631 SC 13G/A 1 b45490insc13gza.txt IMPROVENET, INC. CUSIP No.45321E10 13G Page 1 of 7 Pages ---------------------------- UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION ---------------------------- WASHINGTON, D.C. 20549 OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response . . . 11 ---------------------------- UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.2)* ImproveNet, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 45321E10 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2002 - -------------------------------------------------------------------------------- (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-(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 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 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.45321E10 13G Page 2 of 7 Pages Schedule 13G Item 1(a). Name of Issuer: ImproveNet, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: 1286 Oddstad Drive, Redwood City, CA 94063. Item 2(a). Names of Persons Filing: ARCH Venture Fund III, L.P. ("ARCH Venture Fund III"); ARCH Venture Partners, L.L.C. ("AVP LLC") (collectively, the "Reporting Entities" and individually, each a "Reporting Entity") and Steven Lazarus ("Lazarus"), Keith Crandell ("Crandell"), Robert Nelsen ("Nelsen") and Clinton Bybee ("Bybee") (collectively, the "Managing Directors" and individually, each a "Managing Director"). The Reporting Entities and the Managing directors collectively are referred to as the "Reporting Persons". Item 2(b). Address of Principal Business Office or, if None, Residence: 8725 W. Higgins Road, Suite 290, Chicago, IL 60631. Item 2(c). Citizenship: ARCH Venture Fund III is a limited partnership organized under the laws of the State of Delaware. AVP LLC is a limited liability company organized under the laws of the State of Delaware. Each Managing Director is a US citizen. Item 2(d). Title of Class of Securities: Common Stock, $.01 par value (the "Common Stock"). Item 2(e). CUSIP Number: 45321E10 Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not Applicable. Item 4. Ownership In connection with the offer by the Issuer to purchase any and all outstanding shares of its Common Stock at a purchase price of $0.14 per share, pursuant to the terms and conditions set forth in the Offer to Purchase dated December 4, 2002, and in the related Letter of Transmittal, the Reporting Persons have tendered all of their shares of Common Stock of the Issuer as of December 31, 2002. Each Reporting Person has ceased to own beneficially more than 5% of the outstanding Common Stock of the Issuer. ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 12, 2002 AND FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK OF THE ISSUER REMAIN UNCHANGED. CUSIP No. 45321E10 13G Page 3 of 7 Pages SIGNATURES 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 10, 2003 ARCH VENTURE FUND III, L.P. By: ARCH Venture Partners, L.L.C. its General Partner By: * -------------------------- Steven Lazarus Managing Director ARCH VENTURE PARTNERS, L.L.C. By: * -------------------------- Steven Lazarus Managing Director * -------------------------- Steven Lazarus * -------------------------- Keith Crandell * -------------------------- Robert Nelsen * -------------------------- Clinton Bybee By: /s/ Mark McDonnell -------------------------- Mark McDonnell as Attorney-in-Fact - -------------------------------------------------------------------------------- This Schedule 13G was executed by Mark McDonnell pursuant to Powers of Attorney attached hereto as Exhibit 2 and incorporated herein by reference. CUSIP No. 45321E10 13G Page 4 of 7 Pages Exhibit 1 AGREEMENT Pursuant to Rule 13d-1-(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Array BioPharma, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Dated: February 10, 2003 ARCH VENTURE FUND III, L.P. By: ARCH Venture Partners, L.L.C. its General Partner By: * -------------------------- Steven Lazarus Managing Director ARCH VENTURE PARTNERS, L.L.C. By: * -------------------------- Steven Lazarus Managing Director * -------------------------- Steven Lazarus * -------------------------- Keith Crandell * -------------------------- Robert Nelsen * -------------------------- Clinton Bybee By: /s/ Mark McDonnell -------------------------- Mark McDonnell as Attorney-in-Fact - -------------------------------------------------------------------------------- This Agreement was executed by Mark McDonnell pursuant to Powers of Attorney attached hereto as Exhibit 2 and incorporated herein by reference. CUSIP No. 45321E10 13G Page 5 of 7 Pages Exhibit 2 POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12th day of February, 2001. ARCH VENTURE FUND II, L.P. By: ARCH Management Partners II, L.P. its General Partner By: ARCH Venture Partners, L.P. its General Partner By: ARCH Venture Corporation its General Partner By: /s/ Steven Lazarus --------------------------- Managing Director ARCH II PARALLEL FUND, L.P. By: ARCH Management Partners II, L.P. its General Partner By: ARCH Venture Partners, L.P. its General Partner By: ARCH Venture Corporation its General Partner By: * --------------------------- Steven Lazarus Managing Director CUSIP No. 45321E10 13G Page 6 of 7 Pages ARCH MANAGEMENT PARTNERS II, L.P. By: ARCH Venture Partners, L.P. its General Partner By: ARCH Venture Corporation its General Partner By: /s/ Steven Lazarus ------------------------------- Managing Director ARCH VENTURE PARTNERS, L.P. By: ARCH Venture Corporation its General Partner By: /s/ Steven Lazarus ------------------------------------ Managing Director ARCH VENTURE CORPORATION By: /s/ Steven Lazarus --------------------------------------- Managing Director ARCH VENTURE FUND III, L.P. By: ARCH Venture Partners, L.L.C. its General Partner By: /s/ Steven Lazarus ------------------------------------ Steven Lazarus Managing Director ARCH VENTURE PARTNERS, L.L.C. By: /s/ Steven Lazarus ------------------------------------ Steven Lazarus Managing Director /s/ Steven Lazarus ------------------------------ Steven Lazarus /s/ Keith Crandell ------------------------------ Keith Crandell CUSIP No. 45321E10 13G Page 7 of 7 Pages /s/ Robert Nelsen ------------------------------ Robert Nelsen /s/ Clinton Bybee ------------------------------ Clinton Bybee -----END PRIVACY-ENHANCED MESSAGE-----