-----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, VjoMIw/t1YOeGYfLJG4oP/aTNLLx2P/VyL/bCjmdRuGyA3k0oDBta7BWPx0Wu+bg BSyc5wfUIQJqfp3XAaprLg== 0001125728-02-000006.txt : 20020416 0001125728-02-000006.hdr.sgml : 20020416 ACCESSION NUMBER: 0001125728-02-000006 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTIV INC CENTRAL INDEX KEY: 0001044167 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 582033795 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53091 FILM NUMBER: 02606840 BUSINESS ADDRESS: STREET 1: 998 FOREST EDGE DRIVE CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 8478768300 MAIL ADDRESS: STREET 1: 998 FOREST EDGE DRIVE CITY: VERNON HILLS STATE: IL ZIP: 60061 FORMER COMPANY: FORMER CONFORMED NAME: TEKGRAF INC DATE OF NAME CHANGE: 19970808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENNELL VENTURE PARTNERS MARATHON FUND II LP CENTRAL INDEX KEY: 0001125728 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 55 BROAD STREET STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10005 SC 13G 1 pvpcentiv13g.txt PVPMFII CENTIV SCHEDULE 13G SEC 1745 (02-02) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response. . . 10.7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Centiv, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 15233P 10 1 (CUSIP Number) March 27, 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) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. .............15233P 10 1 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Pennell Venture Partners Marathon Fund II, L.P. ("PVPMFII") Tax ID No.: ................................. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .................................. (b) ................................. 3. SEC Use Only ................................. 4.Citizenship or Place of Organization ................................... Delaware ARTICLE V Number of Shares Beneficially Owned by Each Reporting Person With 5.Sole Voting Power ....................................................... 1,000,000 shares, except that PVPII, the general partner of PVPMFII, and Thomas B. Pennell, the managing member of PVPII could be deemed to have sole power to vote these shares. 6.Shared Voting Power .................................................. 0 7. Sole Dispositive Power .................................................. 1,000,000 shares, except that PVPII, the general partner of PVPMFII, and Thomas B. Pennell, the managing member of PVPII could be deemed to have sole power to vote these shares. 8. Shared Dispositive Power ............................................. 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person.................................................. 1,000,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ........................... 11.Percent of Class Represented by Amount in Row (9) .................................................... 16.79% 12. Type of Reporting Person (See Instructions) ...................... PN ARTICLE VI SEC 1745 (02-02) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response. . . 10.7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Centiv, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 15233P 10 1 (CUSIP Number) March 28, 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) [ 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 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 ("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). CUSIP No. ...........15233P 10 1 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). .................... Thomas B. Pennell Tax ID No.: 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .................................................................... .................................................................... .................... (b) .................................................................... .................................................................... .................... 3.SEC Use Only ........................................................................ .................................................................... 4.Citizenship or Place of Organization ................................................ United States ARTICLE I Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power ........................................................ 1,000,000 shares, all of which are directly owned by PVPMFII. PVPII, as general partner of PVPMFII and Thomas B. Pennell, the managing member of PVPII may be deemed to have sole power to vote these shares. 6.Shared Voting Power .................................................... 0 7.Sole Dispositive Power ................................ 1,000,000 shares, all of which are directly owned by PVPMFII. PVPII, as general partner of PVPMFII and Thomas B. Pennell, the managing member of PVPII may be deemed to have sole power to vote these shares. 8.Shared Dispositive Power ............................................. 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person ............................. 1,000,000 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ........................... 11. Percent of Class Represented by Amount in Row (9) ........................... 16.79% 12.Type of Reporting Person (See Instructions) IN ARTICLE II SEC 1745 (02-02) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response. . . 10.7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Centiv, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 15233P 10 1 (CUSIP Number) March 27, 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) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. ................15233P 10 1 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). .................................. Pennell Venture Partners II, LLC Tax ID No.: 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .................... (b) .................... 3.SEC Use Only 4. Citizenship or Place of Organization ................... Delaware ARTICLE III Number of Shares Beneficially Owned by Each Reporting Person With 5.Sole Voting Power .................................. 1,000,000 shares, all of which are directly owned by PVPMFII. PVPII, as general partner of PVPMFII and Thomas B. Pennell, the managing member of PVPII may be deemed to have sole power to vote these shares. 6.Shared Voting Power ............... 0 7.Sole Dispositive Power ............................. 1,000,000 shares, all of which are directly owned by PVPMFII. PVPII, as general partner of PVPMFII and Thomas B. Pennell, the managing member of PVPII may be deemed to have sole power to vote these shares. 8.Shared Dispositive Power ........................... 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person ......................... 1,000,000 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ........................... 11.Percent of Class Represented by Amount in Row (9) ......................................... 16.79% 12.Type of Reporting Person (See Instructions) OO Item 1. (a) Centiv, Inc (b) 998 Forest Edge Drive, Vernon Hills, IL 60061 Item 2. (a) This Statement is filed by Pennell Venture Partners Marathon Fund II, L.P., a Delaware limited partnership ("PVPMFII"), Pennell Venture Partners II, LLC, a Delaware limited liability company ("PVPII"), and Thomas B. Pennell, the sole managing member of PVPII. (b) The address for each of the reporting persons is: Pennell Venture Partners 10 Jones Street, #6K New York, NY 10014 (c) PVPMFII is a Delaware limited partnership. PVP is a Delaware limited liability company. Thomas B. Pennell is a United States citizen. (d) Class A common shares, par value $.01 (e) 879102101 Item 3. N/A Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: As of the 3/31/01, the Reporting Parties may be deemed to beneficially own 1,000,000 shares as follows: 50,000 Preferred shares convertible for 500,000 common shares and warrants for 50,000 Preferred shares convertible for 500,000 common shares. (b) Percent of class: See Row 11 of cover page for each Reporting Person. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. (ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. (iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. (iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. Instruction. For computations regarding securities which represent a right to acquire an underlying security see 240.13d3(d)(1). Item 5. Ownership of Five Percent or Less of a Class: Not Applicable Item 6. Not Applicable Item 7. Not Applicable Item 8. Not Applicable Item 9. Not Applicable Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. (b) The following certification shall be included if the statement is filed pursuant to 240.13d-1(c): 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. 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. Date 4/5/02 Thomas B. Pennell by: Thomas B. Pennell Managing Member of Pennell Venture Partners II, LLC General Partner of Pennell Venture Partners Marathon Fund II, L.P. -----END PRIVACY-ENHANCED MESSAGE-----