-----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, GqbO2QhFZ1tB2o61/KJiEoyGSW0YiJs3qHfqvzoFxNLzjF5YDVG33omZX2t57yn8 zDpBkiFlr331cVclEjDR9Q== 0000950142-04-000248.txt : 20040130 0000950142-04-000248.hdr.sgml : 20040130 20040130161812 ACCESSION NUMBER: 0000950142-04-000248 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040130 GROUP MEMBERS: JEFFREY THORP GROUP MEMBERS: JEFFREY THORP IRA ROLLOVER, BEAR STEARNS SECURITIES CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERTICALNET INC CENTRAL INDEX KEY: 0001043946 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 232815834 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58367 FILM NUMBER: 04556200 BUSINESS ADDRESS: STREET 1: 400 CHESTER FIELD PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 2153286100 MAIL ADDRESS: STREET 1: 400 CHESTER FIELD PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THORP JEFFREY CENTRAL INDEX KEY: 0001029691 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2029 CENTURY PARK EAST STREET 2: SUITE 2600 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 2128507528 MAIL ADDRESS: STREET 1: 2029 CENTURY PARK EAST STREET 2: SUITE 2600 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13G 1 sc13g-vertical.txt VERTICALNET, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Verticalnet, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 92532L206 (CUSIP Number) January 21, 2004 (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) [X] Rule 13d-1(c) [_] 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 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 ("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). 2 CUSIP No. 92532L206 - -------------------------------------------------------------------------------- 1. Name of Reporting Person: Jeffrey Thorp IRA Rollover, Bear Stearns Securities Corp. as Custodian - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 5. Sole Voting Power: -0- Number of Shares Beneficially 6. Shared Voting Power: 1,775,000 (see Item 4) Owned By Each Reporting 7. Sole Dispositive Power: -0- Person With 8. Shared Dispositive Power: 1,775,000 (see Item 4) - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,775,000 (see Item 4) - -------------------------------------------------------------------------------- 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: [_] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9): 7.8% (see Item 4) - -------------------------------------------------------------------------------- 12. Type of Reporting Person: OO - -------------------------------------------------------------------------------- 3 CUSIP No. 92532L206 - -------------------------------------------------------------------------------- 1. Name of Reporting Person: Jeffrey Thorp - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- 5. Sole Voting Power: -0- Number of Shares Beneficially 6. Shared Voting Power: 1,775,000 (see Item 4) Owned By Each Reporting 7. Sole Dispositive Power: -0- Person With 8. Shared Dispositive Power: 1,775,000 (see Item 4) - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,775,000 (see Item 4) - -------------------------------------------------------------------------------- 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: [_] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9): 7.8% (see Item 4) - -------------------------------------------------------------------------------- 12. Type of Reporting Person: IN - -------------------------------------------------------------------------------- 4 Item 1(a). Name of Issuer: Verticalnet, Inc. (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices: 400 Chester Field Parkway Malvern, PA 19355 Item 2(a). Name of Persons Filing: (i) Jeffrey Thorp IRA Rollover, Bear Stearns Securities Corp. as Custodian ("Jeffrey Thorp IRA Rollover"), and (ii) Jeffrey Thorp ("Thorp", together with Jeffrey Thorp IRA Rollover, the "Reporting Persons"). Item 2(b). Address of Principal Business Office: For each Reporting Person: 535 Madison Avenue 7th Floor New York, NY 10022. Item 2(c). Citizenship: See row 4 of each Reporting Person's cover page. Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value per share, of the Company Item 2(e). CUSIP Number: 92532L206 Item 3. Not Applicable. Item 4. Ownership. For each Reporting Person: (a) Amount beneficially owned: 1,775,000 shares of Common Stock are owned of record by Jeffrey Thorp IRA Rollover. This statement on Schedule 13G shall not be construed as an admission that any of the Reporting Persons (other than Jeffrey Thorp IRA Rollover) is the beneficial owner of the Common Stock covered by this statement. 5 (b) Percent of class: 7.8% of the total outstanding shares of Common Stock. This percentage is based upon the 22,691,835 shares of Common Stock issued and outstanding, which number is calculated by adding (i) 19,367,980 (the number of shares of Common Stock reported in the Form 10-Q for the period ended September 30, 2003) and (ii) 3,323,855 (the number of shares of Common Stock issuable to certain purchasers (including Jeffrey Thorp IRA Rollover) as reported on Form 8-K dated January 23, 2004). (c) Number of shares to which each Reporting Person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 1,775,000 (iii) Sole power to dispose or to direct the disposition of: -0- (iv) Shared power to dispose of or direct the disposition of: 1,775,000 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 By the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of a Group. Not Applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 6 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: January 29, 2004 JEFFREY THORP IRA ROLLOVER, BEAR STEARNS SECURITIES CORP. AS CUSTODIAN By: /s/ Jeffrey Thorp --------------------------------- Jeffrey Thorp /s/ Jeffrey Thorp ------------------------------------- Jeffrey Thorp EX-99 4 ex1_sc13g-vertical.txt EXHIBIT 1 EXHIBIT 1 --------- JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Verticalnet, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on January 29, 2004. JEFFREY THORP IRA ROLLOVER, BEAR STEARNS SECURITIES CORP. AS CUSTODIAN By: /s/ Jeffrey Thorp --------------------------------- Jeffrey Thorp /s/ Jeffrey Thorp ------------------------------------- Jeffrey Thorp -----END PRIVACY-ENHANCED MESSAGE-----