-----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, FDV3FON7qRV8TOg42iynNzhDop6dBHfM/JGCLRnwvqWBd3yqTUiwK39IJQgJuuqX o8KaoeJHUpHBzChmBY/8Fw== 0000912057-02-034793.txt : 20020906 0000912057-02-034793.hdr.sgml : 20020906 20020906172246 ACCESSION NUMBER: 0000912057-02-034793 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020906 GROUP MEMBERS: GOLDER,THOMA,CRESSEY,RAUNER FUND IV, L.P. GROUP MEMBERS: GTCR IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL IMAGING SYSTEMS INC CENTRAL INDEX KEY: 0001050167 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 593247752 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54985 FILM NUMBER: 02758933 BUSINESS ADDRESS: STREET 1: 3820 NORTHDALE BLVD SUITE 200A CITY: TAMPA STATE: FL ZIP: 33624 BUSINESS PHONE: 8139605508 MAIL ADDRESS: STREET 1: 3820 NORTHDALE BLVD SUITE 200A CITY: TAMPA STATE: FL ZIP: 33624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDER THOMA CRESSEY RAUNER INC CENTRAL INDEX KEY: 0001024690 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6100 SEARS TOWER CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123822200 MAIL ADDRESS: STREET 1: 6100 SEARS TOWER CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 a2088891zsc13da.htm SC 13D/A
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    UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
              OMB APPROVAL
OMB Number:        3235-0145
Expires: October 31, 2002
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*


Global Imaging Systems, Inc.
(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

37934A 10 0

(CUSIP Number)

Carl D. Thoma
Golder, Thoma, Cressey, Rauner, Inc.
6100 Sears Tower
Chicago, IL 60606

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

September 4, 2002

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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 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. 37934A 10 0   Page 2 of 10 Pages



1.   Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

 

Golder, Thoma, Cressey, Rauner Fund IV, L.P.

2.   Check the Appropriate Box if a Member of a Group (See Instructions)   (a)   o
                (b)   o

3.   SEC Use Only

 

 

 

 

 

 

 

 

 

 

 

4.   Source of Funds (See Instructions)

 

 

N/A

5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e)

 

 

 

 

 

 

 

 

 

 

o

6.   Citizenship or Place of Organization

 

 

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With   7.   Sole Voting Power
            4,185,423
       
        8.   Shared Voting Power

 

 

 

 

 

 

0
       
        9.   Sole Dispositive Power

 

 

 

 

 

 

4,185,423
       
        10.   Shared Dispositive Power

 

 

 

 

 

 

0

11.   Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

4,185,423

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

 

 

 

 

 

 

 

 

o

13.   Percent of Class Represented by Row (11)

 

 

19.8%

14.   Type of Reporting Person (See Instructions)

 

 

PN



CUSIP No. 37934A 10 0   Page 2 of 10 Pages



1.   Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

 

GTCR IV, L.P.

2.   Check the Appropriate Box if a Member of a Group (See Instructions)   (a)   o
                (b)   o

3.   SEC Use Only

 

 

 

 

 

 

 

 

 

 

 

4.   Source of Funds (See Instructions)

 

 

N/A

5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e)

 

 

 

 

 

 

 

 

 

 

o

6.   Citizenship or Place of Organization

 

 

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With   7.   Sole Voting Power
            4,185,423
       
        8.   Shared Voting Power

 

 

 

 

 

 

0
       
        9.   Sole Dispositive Power

 

 

 

 

 

 

4,185,423
       
        10.   Shared Dispositive Power

 

 

 

 

 

 

0

11.   Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

4,185,423

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

 

 

 

 

 

 

 

 

o

13.   Percent of Class Represented by Row (11)

 

 

19.8%

14.   Type of Reporting Person (See Instructions)

 

 

PN



CUSIP No. 37934A 10 0   Page 4 of 10 Pages



1.   Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

 

Golder, Thoma, Cressey, Rauner, Inc.

2.   Check the Appropriate Box if a Member of a Group (See Instructions)   (a)   o
                (b)   o

3.   SEC Use Only

 

 

 

 

 

 

 

 

 

 

 

4.   Source of Funds (See Instructions)

 

 

N/A

5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e)

 

 

 

 

 

 

 

 

 

 

o

6.   Citizenship or Place of Organization

 

 

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With   7.   Sole Voting Power
            4,185,423
       
        8.   Shared Voting Power

 

 

 

 

 

 

0
       
        9.   Sole Dispositive Power

 

 

 

 

 

 

4,185,423
       
        10.   Shared Dispositive Power

 

 

 

 

 

 

0

11.   Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

4,185,423

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

 

 

 

 

 

 

 

 

o

13.   Percent of Class Represented by Row (11)

 

 

19.8%

14.   Type of Reporting Person (See Instructions)

 

 

CO



CUSIP No. 37934A 10 0   Page 5 of 10 Pages

        This Amendment No. 2 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed on December 31, 1998, amended by Amendment No. 1 on April 15, 2002, by (i) Golder, Thoma, Cressey, Rauner Fund IV, L.P., a Delaware limited partnership (the "Fund"), by virtue of its direct beneficial ownership of Common Stock; (ii) GTCR IV, L.P., a Delaware limited partnership ("GTCR IV"), by virtue of its being the general partner of the Fund; and (iii) Golder, Thoma, Cressey, Rauner, Inc. ("GTCR, Inc."), by virtue of its being the general partner of GTCR IV. Capitalized terms used but not defined in this Amendment No. 2 have the meanings given to such terms in the Schedule 13D.


Item 2    Identity and Background

        Schedule A referred to in Item 2 and incorporated therein by reference is amended and restated in its entirety by Schedule A attached hereto.


Item 4    Purpose of Transaction

        Item 4 is amended and restated in its entirety as follows:

        The Fund holds shares of Common Stock for investment purposes. Depending on market conditions and other factors (including evaluation of the Issuer's businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), the Fund may from time to time acquire additional securities of the Issuer or dispose of all or a portion of its investment in the Issuer. The Fund is party to an Agreement of Limited Partnership among its general partner and limited partners (the "Partnership Agreement") that permits the Fund to distribute the securities of the Issuer held by the Fund to its general partner and limited partners on a pro rata basis. The Fund may from time to time make such distributions.

        The Issuer, the Fund, and certain of the Issuer's stockholders have entered into a registration agreement, dated as of June 9, 1994, as amended (the "Registration Agreement") pursuant to which the stockholders have the right in certain circumstances to require the Issuer to register their shares of Common Stock for resale under the Securities Act. Except in limited circumstances, the Issuer is obligated to pay all expenses in connection with such registration. A copy of the Registration Agreement has been filed by the Issuer and is incorporated herein by reference.

        Except as described in this statement, none of the Reporting Persons or, to the best knowledge of such persons, the persons named in Schedule A to this statement, presently has any plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

        Pursuant to the closing of transactions contemplated by that certain Underwriting Agreement (the "Underwriting Agreement") dated February 25, 2002, among the Issuer, Raymond James & Associates, Inc., UBS Warburg LLC, Robert W. Baird & Co. Incorporated, the additional underwriters named therein (the "Underwriters"), and certain stockholders of the Issuer, the Reporting Persons sold 1,882,419 shares of Common Stock on March 1, 2002 and an additional 336,683 shares of Common Stock on March 19, 2002 pursuant to the Underwriters' exercise of an overallotment option granted to them in the Underwriting Agreement (collectively, the "Shares"). The Underwriters purchased the Shares from the Reporting Persons at a purchase price of $14.725 per share that resulted in total proceeds to the Reporting Persons of $32,676,276.

        On September 4, 2002, pursuant to the Partnership Agreement, the Fund distributed 1,000,000 shares of its Common Stock to its limited partners and its general partner, GTCR IV. The



CUSIP No. 37934A 10 0   Page 6 of 10 Pages

shares of Common Stock distributed to GTCR IV were in turn distributed to its general partner, GTCR, Inc., and its limited partners. The shares of Common Stock distributed to GTCR, Inc. were in turn distributed to its stockholders.


Item 5    Interest in Securities of the Issuer

        Item 5 is amended and restated in its entirety as follows:

        (a)  The Fund is the direct beneficial owner of 4,185,423 shares of Common Stock, or approximately 19.8% of the Common Stock as of the date of this statement (assuming there are 21,169,147 shares of Common Stock outstanding).

        By virtue of the relationship between the Fund and GTCR IV described in Item 2, GTCR IV may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by the Fund, and, by virtue of the relationship between the Fund, GTCR IV and GTCR Inc. described in Item 2, GTCR Inc. may be deemed to possess indirect beneficial ownership of the Common Stock owned by the Fund. The filing of this statement by GTCR IV and GTCR Inc. shall not be construed as an admission that either GTCR IV or GTCR Inc. is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.

        (b)  The Fund has the sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of 4,185,423 shares of Common Stock, or approximately 19.8% of the Common Stock as of the date of this statement.

        By virtue of the relationship between the Fund and GTCR IV described in Item 2, GTCR IV may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to dispose of or direct the disposition of the shares of Common Stock beneficially owned by the Fund. By virtue of the relationship between the Fund, GTCR IV and GTCR Inc. described in Item 2, GTCR Inc. may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to dispose of or direct the disposition of the shares of Common Stock beneficially owned by the Fund. The filing of this statement by GTCR IV and GTCR Inc. shall not be construed as an admission that ether GTCR IV or GTCR Inc. is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.

        (c)  Except as otherwise set forth in this statement, none of the Reporting Persons or, to the best knowledge of such persons, the persons named in Schedule A to this statement, has effected any transactions in the Common Stock during the past 60 days.

        (d)  No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported as being beneficially owned by such Reporting Persons.

        (e)  Not applicable.


Item 7    Material to be Filed as Exhibits

Exhibit 1   Joint Filing Agreement among the Reporting Persons dated as of September 6, 2002.


CUSIP No. 37934A 10 0   Page 7 of 10 Pages


SIGNATURE

        After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 6, 2002 GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.

 

By:

 

GTCR IV, L.P., its General Partner

 

By:

 

GOLDER, THOMA, CRESSEY, RAUNER, INC., its General Partner

 

By:

 

/s/  
CARL D. THOMA      
      Name:   Carl D. Thoma
      Title:   Principal

 

GTCR IV, L.P.

 

By:

 

GOLDER, THOMA, CRESSEY, RAUNER, INC., its General Partner

 

By:

 

/s/  
CARL D. THOMA      
      Name:   Carl D. Thoma
      Title:   Principal

 

GOLDER, THOMA, CRESSEY, RAUNER, INC.

 

By:

 

/s/  
CARL D. THOMA      
      Name:   Carl D. Thoma
      Title:   Principal


CUSIP No. 37934A 10 0   Page 8 of 10 Pages


SCHEDULE A

        The following table sets forth the names, addresses and principal occupations of the executive officers, directors and principal stockholders of GTCR Inc. Each such person is a citizen of the United States. The directors and principal stockholders of GTCR Inc. are indicated by an asterisk.

NAME

  BUSINESS ADDRESS

  PRINCIPAL OCCUPATION

Phillip A. Canfield   233 South Wacker Drive, Suite 6100
Chicago, IL 60606
  Principal of GTCR Golder, Rauner, LLC

*Bryan C. Cressey

 

233 South Wacker Drive, Suite 9200
Chicago, IL 60606

 

Principal of Thoma Cressey Equity Partners

David A. Donnini

 

233 South Wacker Drive, Suite 6100
Chicago, IL 60606

 

Principal of GTCR Golder, Rauner, LLC

Joseph P. Nolan

 

233 South Wacker Drive, Suite 6100
Chicago, IL 60606

 

Principal of GTCR Golder, Rauner, LLC

*Bruce V. Rauner

 

233 South Wacker Drive, Suite 6100
Chicago, IL 60606

 

Principal of GTCR Golder, Rauner, LLC

*Carl D. Thoma

 

233 South Wacker Drive, Suite 9200
Chicago, IL 60606

 

Managing Partner of Thoma Cressey Equity Partners
*
The principal business of Thoma Cressey Equity Partners and of GTCR Golder, Rauner, LLC is to make investments in common and preferred stock and other interests in business organizations, domestic or foreign, with the principal objective of appreciation of capital invested.


CUSIP No. 37934A 10 0   Page 9 of 10 Pages


EXHIBIT INDEX

Exhibit
  Description


1

 

Joint Filing Agreement among the Reporting Persons dated as of September 6, 2002.



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SIGNATURE
SCHEDULE A
EXHIBIT INDEX
EX-99.1 3 a2088891zex-99_1.htm EX-99.1
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CUSIP No. 37934A 10 0   Page 10 of 10 Pages


Exhibit 99.1

JOINT FILING AGREEMENT

        The undersigned hereby agree as follows:

        (i)    Each of them agrees that the Amendment No. 2 to Schedule 13D to which this Agreement is attached as an exhibit is filed on behalf of each of them.

        (ii)    Each of them is responsible for the timely filing of such Amendment No. 2 to Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is 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.

Dated: September 6, 2002 GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.

 

By:

 

GTCR IV, L.P., its General Partner

 

By:

 

GOLDER, THOMA, CRESSEY, RAUNER, INC., its General Partner

 

By:

 

/s/  
CARL D. THOMA      
      Name:   Carl D. Thoma
      Title:   Principal

 

GTCR IV, L.P.

 

By:

 

GOLDER, THOMA, CRESSEY, RAUNER, INC., its General Partner

 

By:

 

/s/  
CARL D. THOMA      
      Name:   Carl D. Thoma
      Title:   Principal

 

GOLDER, THOMA, CRESSEY, RAUNER, INC.

 

By:

 

/s/  
CARL D. THOMA      
      Name:   Carl D. Thoma
      Title:   Principal



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