-----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, LRrAptqKHu6fWEvXnAObpWN5apfbR0hNt70JhWHhd1T6ewRSTPRqTUPSxdsqydZH aCz863Hw6BLyU9Xzc81a7w== 0001104241-01-000004.txt : 20010131 0001104241-01-000004.hdr.sgml : 20010131 ACCESSION NUMBER: 0001104241-01-000004 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COSINE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001060824 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 943280301 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-60229 FILM NUMBER: 1519298 BUSINESS ADDRESS: STREET 1: 3200 BRIDGE PKWAY STREET 2: STE 200 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 6506374777 MAIL ADDRESS: STREET 1: 3200 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST VENTURE PARTNERS VII CENTRAL INDEX KEY: 0001104241 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411929018 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2800 PIPER JAFFRAY TOWER STREET 2: 222 SOUTH NINTH ST MAC N9304-280 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 61266711650 MAIL ADDRESS: STREET 1: 2800 PIPER JAFFRAY TOWER STREET 2: 222 SOUTH NINTH ST MAC N9304-280 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13G 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cosine Communications, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 221222102 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(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 ("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). 13G CUSIP NO. 221222102 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norwest Venture Partners VII, LP Tax Identification No. 41-1029018 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 5,760,408 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 5,760,408 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,760,408 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% 12) TYPE OF REPORTING PERSON* PA 13G CUSIP NO. 221222102 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Itasca VC Partners VII, LLP Tax Identification No. 41-1929020 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 5,760,408 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 5,760,408 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,760,408 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% 12) TYPE OF REPORTING PERSON* PA 13G CUSIP NO. 221222102 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Promod Haque Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF (5) SOLE VOTING POWER SHARES 5,760,408 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 5,760,408 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,760,408 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% 12) TYPE OF REPORTING PERSON* IN CUSIP NO. 221222102 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George J. Still, Jr. Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF (5) SOLE VOTING POWER SHARES 5,760,408 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 5,760,408 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,760,408 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% 12) TYPE OF REPORTING PERSON* IN CUSIP NO. 221222102 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John P. Whaley Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF (5) SOLE VOTING POWER SHARES 5,760,408 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 5,760,408 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,760,408 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% 12) TYPE OF REPORTING PERSON* IN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Item 1(a) Name of Issuer: Cosine Communications, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 3200 Bridge Parkway Redwood City, CA 94065 Item 2(a) Name of Person Filing: 1. Norwest Venture Partners VII, LP 2. Itasca VC Partners VII, LLP 3. Promod Haque 4. George J. Still, Jr. 5. John P. Whaley Item 2(b) Address of Principal Business Office: 1. Norwest Venture Partners VII, LP 3600 IDS Center 80 South Eighth Street Minneapolis, MN 55402 2. Itasca VC Partners VII, LLP 3600 IDS Center 80 South Eighth Street Minneapolis, MN 55402 3. Promod Haque c/o Norwest Venture Partners 245 Lytton Avenue, Suite 205 Palo Alto, CA 94301 4. George J. Still, Jr. c/o Norwest Venture Partners 245 Lytton Avenue, Suite 205 Palo Alto, CA 94301 5. John P. Whaley 3600 IDS Center 80 South Eighth Street Minneapolis, MN 55402 This statement is filed by Norwest Venture Partners VII, LP on behalf of all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Venture Partners VII, LP is a Minnesota limited partnership. Itasca VC Partners VII, LLP, a Minnesota limited liability partnership, is the general partner of Norwest Venture Partners VII, LP. Promod Haque and George J. Still, Jr. are the managing partners, and John P. Whaley is the managing administrative partner of Itasca VC Partners VII, LLP. Item 2(c) Citizenship: 1. Norwest Venture Partners VII, LP: Minnesota limited partnership 2. Itasca VC Partners VII, LLP: Minnesota limited liability partnership 3. Promod Haque: United States 4. George J. Still, Jr.: United States 5. John P. Whaley: United States Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 221222102 Item 3 Not Applicable Item 4 Ownership: (1) Norwest Venture Partners VII, LP ("NVP VII"): At December 31, 2000, NVP VII owned of record 5,760,408 shares of common stock. This amount represented 5.6% of the Issuer's total shares of common stock outstanding at that date. NVP VII has no rights to acquire additional shares through the exercise of options or otherwise. (2) Itasca VC Partners VII, LLP ("Itasca VII"): At December 31, 2000, Itasca VII was deemed to own indirectly 5,760,408 shares of common stock by virtue of its status as the general partner of NVP VII. This amount represented 5.6% of the Issuer's total shares of common stock outstanding at that date. (3) Promod Haque: At December 31, 2000, Promod Haque was deemed to own 5,760,408 shares of common stock by virtue of his position as a managing general partner of Itasca VII, the general partner of NVP VII. This amount represented 5.6% of the Issuer's total number of shares of common stock outstanding at that date. (4) George J. Still, Jr.: At December 31, 2000, George J. Still, Jr. was deemed to own 5,760,408 shares of common stock by virtue of his position as a managing general partner of Itasca VII, the general partner of NVP VII. This amount represented 5.6% of the Issuer's total number of shares of common stock outstanding at that date. (5) John P. Whaley: At December 31, 2000, John P. Whaley was deemed to own 5,760,408 shares of common stock by virtue of his position as the managing administrative partner of Itasca VII and NVP VII. This amount represented 5.6% of the Issuer's total number of shares of common stock outstanding at that date. Each person filing this statement disclaims beneficial ownership of any shares included in this Schedule 13G that are shown as held by any other filing person, and the filing of this Schedule 13G shall not be construed as an admission that such filing person is the beneficial owner of any other shares held by any other filing person and covered by this statement for purposes of Sections 13, 14, and 16. 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 persons have ceased to be beneficial owners of more than five percent of the class of securities, check the following [ ]. 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 on 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 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 acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes 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: January 25, 2001 NORWEST VENTURE PARTNERS VII, LP By ITASCA VC PARTNERS VII, LLP, as general partner By: /s/ John P. Whaley John P. Whaley, As Managing Administrative Partner AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is attached shall be filed by Norwest Venture Partners VII, LP on its own behalf and on behalf of its general partner, Itasca VC Partners VII, LLP, a Minnesota limited liability partnership, and the following individuals, all of whom are the managing partners of Itasca VC Partners VII, LLP: Promod Haque, George J. Still, Jr. and John P. Whaley. Dated: January 25, 2001 NORWEST VENTURE PARTNERS VII, LP By ITASCA VC PARTNERS VII, LLP, as general partner /s/ John P. Whaley John P. Whaley, As Managing Administrative Partner ITASCA VC PARTNERS VII, LLP /s/ John P. Whaley John P. Whaley, As Managing Administrative Partner /s/ John P. Whaley John P. Whaley, Attorney-in-Fact For Promod Haque /s/ John P. Whaley John P. Whaley, Attorney-in-Fact For George J. Still, Jr. -----END PRIVACY-ENHANCED MESSAGE-----