-----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, J9zUdLE5AGd6igPKN3A7GXssq6MzzCr1Qa5YIJJH+Y4veNJOmeYEuonnK6vPsMFO 6X2aK8ZOg4If7lko6jURJQ== 0000919574-04-003547.txt : 20041210 0000919574-04-003547.hdr.sgml : 20041210 20041210172846 ACCESSION NUMBER: 0000919574-04-003547 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041210 DATE AS OF CHANGE: 20041210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATALINK CORP CENTRAL INDEX KEY: 0001056923 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 410856543 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58833 FILM NUMBER: 041197303 BUSINESS ADDRESS: STREET 1: 7423 WASHINGTON AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6129443462 MAIL ADDRESS: STREET 1: 7423 WASHINGTON AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55439 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEEDHAM MANAGEMENT PARTNERS L P CENTRAL INDEX KEY: 0001167211 IRS NUMBER: 133683491 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123718300 SC 13G/A 1 d532976_13g-a.txt -------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response...11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Datalink Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 237934104 - -------------------------------------------------------------------------------- (CUSIP Number) November 30, 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 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, as amended ("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. 237934104 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Needham Management Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 1,271,100 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,271,100 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,271,100(1) - ---------- (1) 1,271,100 share of common stock, par value $0.001, of the Issuer ("Shares") includes: (i) 630,000 Shares beneficially owned by Needham Emerging Growth Partners, L.P., 98,999 Shares beneficially owned by Needham Contrarian Fund, L.P., 254,751 Shares beneficially owned by Needham Contrarian (QP) Fund, L.P. and 159,350 Shares beneficially owned by Needham Emerging Growth Partners (Cayman), L.P. and (ii) immediately exercisable warrants to purchase 68,000 Shares beneficially owned by Needham Emerging Growth Partners, L.P., 9,562 Shares beneficially owned by Needham Contrarian Fund, L.P., 24,438 Shares beneficially owned by Needham Contrarian (QP) Fund, L.P. and 26,000 Shares beneficially owned by Needham Emerging Growth Partners (Cayman), L.P. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.36% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- CUSIP No. 237934104 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) George A. Needham 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 1,271,100 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,271,100 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,271,100(2) - ---------- (2) 1,271,100 share of common stock, par value $0.001, of the Issuer ("Shares") includes: (i) 630,000 Shares beneficially owned by Needham Emerging Growth Partners, L.P., 98,999 Shares beneficially owned by Needham Contrarian Fund, L.P., 254,751 Shares beneficially owned by Needham Contrarian (QP) Fund, L.P. and 159,350 Shares beneficially owned by Needham Emerging Growth Partners (Cayman), L.P. and (ii) immediately exercisable warrants to purchase 68,000 Shares beneficially owned by Needham Emerging Growth Partners, L.P., 9,562 Shares beneficially owned by Needham Contrarian Fund, L.P., 24,438 Shares beneficially owned by Needham Contrarian (QP) Fund, L.P. and 26,000 Shares beneficially owned by Needham Emerging Growth Partners (Cayman), L.P. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.36% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- CUSIP No. 237934104 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Needham Emerging Growth Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 698,000 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 698,000 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 698,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.79% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- CUSIP No. 237934104 --------------------- Item 1(a). Name of Issuer: Datalink Corporation -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 8170 Upland Circle Chanhassen, MN 55317 -------------------------------------------------------------------- Item 2(a). Names of Persons Filing: The statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Needham Management Partners, L.P. in its capacity as general partners of each of Needham Emerging Growth Partners, L.P., Needham Contrarian Fund, L.P., Needham Contrarian QP Fund, L.P. and Needham Emerging Growth Partners (Caymans), L.P. (ii) George A. Needham, in his capacity as Managing General Partner of Needham Management Partners, L.P., the sole general partner of each of Needham Emerging Growth Partners, L.P., Needham Contrarian Fund, L.P., Needham Contrarian QP Fund, L.P. and Needham Emerging Growth Partners (Caymans), L.P. (iii) Needham Emerging Growth Partners, L.P. -------------------------------------------------------------------- (b). Address of Principal Business Office, or if None, Residence: 445 Park Avenue, New York, NY 10022 -------------------------------------------------------------------- (c). Citizenship: Needham Management Partners, L.P. - Delaware George A. Needham - United States of America Needham Emerging Growth Partners, L.P. - Delaware -------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock, par value $0.001 (the "Common Stock") -------------------------------------------------------------------- (e). CUSIP Number: 237934104 -------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 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 s.240.13d-1(b)(1)(ii)(J). 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: Needham Management Partners, L.P. - 1,271,200 George A. Needham - 1,271,000 Needham Emerging Growth Partners, L.P. - 698,000 ---------------------------------------------------------------------- (b) Percent of class: Needham Management Partners, L.P.- 12.36% George A. Needham - 12.36% Needham Emerging Growth Partners, L.P. - 6.79% ---------------------------------------------------------------------- (c) Number of shares as to which the person has: Needham Management Partner, L.P. -------------------------------- (i) Sole power to vote or to direct the vote 1,271,100 -------------------, (ii) Shared power to vote or to direct the vote 0 -------------------, (iii) Sole power to dispose or to direct the disposition of 1,271,100 -------------------, (iv) Shared power to dispose or to direct the disposition of 1,271,100 -------------------, George A. Needham ----------------- (i) Sole power to vote or to direct the vote 1,271,100 -------------------, (ii) Shared power to vote or to direct the vote 0 -------------------, (iii) Sole power to dispose or to direct the disposition of 1,271,100 -------------------, (iv) Shared power to dispose or to direct the disposition of 1,271,100 -------------------, Needham Emerging Growth Partners, L.P. -------------------------------------- (i) Sole power to vote or to direct the vote 698,000 -------------------, (ii) Shared power to vote or to direct the vote 0 -------------------, (iii) Sole power to dispose or to direct the disposition of 698,000 -------------------, (iv) Shared power to dispose or to direct the disposition of 698,000 -------------------, Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Not applicable. ---------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not applicable. ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Not applicable. ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not applicable. ---------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. 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 such 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: December 10, 2004 Needham Management Partners, L.P.* By: /s/ George A. Needham ----------------------------- Name: George A. Needham Title: Managing General Partner /s/ George A. Needham* ----------------------------- George A. Needham Needham Emerging Growth Partners, L.P.* By: /s/ George A. Needham ----------------------------- Name: George A. Needham Title: General Partner * This Schedule 13G shall not be construed as an admission that any Reporting Person, either for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for other purposes, is the beneficial owner of any securities covered by this statement. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with this statement, provided, however, that a power of attorney, for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated December 10, 2004 relating to the Common Stock par value $0.001 per share of Datalink Corporation, shall be filed on behalf of the undersigned. Needham Management Partners, L.P. By: /s/ George A. Needham ----------------------------- Name: George A. Needham Title: Managing General Partner /s/ George A. Needham ----------------------------- George A. Needham Needham Emerging Growth Partners, L.P.* By: /s/ George A. Needham ----------------------------- Name: George A. Needham Title: General Partner 22312.0001 #532976 -----END PRIVACY-ENHANCED MESSAGE-----