-----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, O6mcmNY4WST8Vt5oXMmK0neXDoIIQ3gs0y5BO/zJ/SrWm1HfoOMyhU/hKh+/Uvdt 0ahR6gMxDDyl+TjGySS1Bw== 0000893220-02-000016.txt : 20020413 0000893220-02-000016.hdr.sgml : 20020413 ACCESSION NUMBER: 0000893220-02-000016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL ACCESS GLOBAL HOLDINGS INC CENTRAL INDEX KEY: 0001070699 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 364408076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58781 FILM NUMBER: 2504040 BUSINESS ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126605000 MAIL ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: UAXS GLOBAL HOLDINGS INC DATE OF NAME CHANGE: 20010718 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL ACCESS INC DATE OF NAME CHANGE: 19991019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET CAPITAL GROUP INC CENTRAL INDEX KEY: 0001085621 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 232996071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 800 SAFEGUARD BUILDING STREET 2: 435 DEVON PARK DRIVE CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109890111 MAIL ADDRESS: STREET 1: 800 SAGEGUARD BUILDING STREET 2: 435 DEVON PARK DRIVE CITY: WAYNE STATE: PA ZIP: 19087 SC 13D/A 1 w56394sc13da.txt SCHED 13D/A FOR UNIVERSAL ACCESS GLOBAL HOLDINGS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* UNIVERSAL ACCESS GLOBAL HOLDINGS INC. (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 913363 10 7 (CUSIP NUMBER) HENRY N. NASSAU, ESQ. MANAGING DIRECTOR AND GENERAL COUNSEL INTERNET CAPITAL GROUP, INC. 600 BUILDING 435 DEVON PARK DRIVE WAYNE, PENNSYLVANIA 19087 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) COPY TO: CHRISTOPHER G. KARRAS, ESQ. DECHERT 4000 BELL ATLANTIC TOWER 1717 ARCH STREET PHILADELPHIA, PENNSYLVANIA 19103-2793 DECEMBER 28, 2001 (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 SECTIONS 240.13d-1(e), 240.13d-1(f) OR 240.13d-1(g), CHECK THE FOLLOWING BOX [ ] NOTE: SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE RULE 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 DISCLOSURES PROVIDED IN A PRIOR COVER PAGE. THIS 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). - ---------------------------------- CUSIP NO. 913363 10 7 - ---------------------------------- - ------------------------------------------------------------------------------------------------------------ 1) NAME OF REPORTING PERSONS INTERNET CAPITAL GROUP, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON 23-2996071 - ------------------------------------------------------------------------------------------------------------ 2) CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [ ] - ------------------------------------------------------------------------------------------------------------ 3) SEC USE ONLY - ------------------------------------------------------------------------------------------------------------ 4) SOURCE OF FUNDS (SEE INSTRUCTIONS) WC/OO - ------------------------------------------------------------------------------------------------------------ 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - ------------------------------------------------------------------------------------------------------------ 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------------------------------------- NUMBER OF SHARES 7) SOLE VOTING BENEFICIALLY OWNED BY EACH POWER 0 REPORTING PERSON WITH ----------------------------------------------- 8) SHARED VOTING POWER 21,684,124* ----------------------------------------------- 9) SOLE DISPOSITIVE POWER 0 ----------------------------------------------- 10) SHARED DISPOSITIVE POWER 21,684,124* ----------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,684,124* - ------------------------------------------------------------------------------------------------------------ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS) - ------------------------------------------------------------------------------------------------------------ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.3% - ------------------------------------------------------------------------------------------------------------ 14) TYPE OF REPORTING PERSON (SEE CO INSTRUCTIONS) - ------------------------------------------------------------------------------------------------------------
* Includes an option to purchase up to 20,000 shares of Common Stock held by Mr. Edward H. West, the President, Chief Operating Officer, Chief Financial Officer and a Managing Director of Internet Capital Group, Inc. Internet Capital Group, Inc. disclaims beneficial ownership of such securities. Page 2 of 10 - ---------------------------------- CUSIP NO. 913363 10 7 - ---------------------------------- - ------------------------------------------------------------------------------------------------------------ 1) NAME OF REPORTING PERSONS ICG HOLDINGS, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON 51-0396570 - ------------------------------------------------------------------------------------------------------------ 2) CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [ ] - ------------------------------------------------------------------------------------------------------------ 3) SEC USE ONLY - ------------------------------------------------------------------------------------------------------------ 4) SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - ------------------------------------------------------------------------------------------------------------ 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - ------------------------------------------------------------------------------------------------------------ 6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------------------------------------- NUMBER OF SHARES 7) SOLE VOTING BENEFICIALLY OWNED BY EACH POWER 0 REPORTING PERSON WITH ----------------------------------------------- 8) SHARED VOTING POWER 21,684,124* ----------------------------------------------- 9) SOLE DISPOSITIVE POWER 0 ----------------------------------------------- 10) SHARED DISPOSITIVE POWER 21,684,124* ----------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,684,124* - ------------------------------------------------------------------------------------------------------------ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS) - ------------------------------------------------------------------------------------------------------------ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.3% - ------------------------------------------------------------------------------------------------------------ 14) TYPE OF REPORTING PERSON (SEE CO INSTRUCTIONS) - ------------------------------------------------------------------------------------------------------------
* Includes an option to purchase up to 20,000 shares of Common Stock held by Mr. Edward H. West, Chief Financial Officer and Assistant Secretary of ICG Holdings, Inc. ICG Holdings, Inc. disclaims beneficial ownership of such securities. Page 3 of 10 ITEM 1. SECURITY AND ISSUER This Amendment No. 1 to Statement on Schedule 13D (the "Statement") amends the statement previously filed on March 23, 2000 and relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of Universal Access Global Holdings Inc. (the "Issuer"). The principal place of business of the Issuer is 233 South Wacker Drive, Suite 600, Chicago, Illinois 60606. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This amended Schedule 13D is being filed by: (i) Internet Capital Group, Inc., a Delaware corporation ("ICG"), with its principal place of business and principal office at 435 Devon Park Drive, Building 600, Wayne, Pennsylvania 19087; and (ii) ICG Holdings, Inc., a Delaware corporation ("Holdings" and together with ICG, the "Reporting Persons"), with its principal place of business and principal office at 100 Lake Drive, Suite 4, Pencader Corporate Center, Newark, Delaware 19702. ICG is an Internet company actively engaged in business-to-business e-commerce through a network of partner companies. ICG provides operational assistance, capital support, industry expertise and a strategic network of business relationships intended to maximize the long-term market potential of its business-to-business e-commerce partner companies. Holdings is a wholly-owned direct subsidiary of ICG and is a holding company. The information required by Item 2 of Schedule 13D about the identity and background of the executive officers and directors of: (i) ICG is set forth on Schedule I hereto; and (ii) Holdings is set forth on Schedule II hereto. (d) During the last five years, neither of the Reporting Persons nor any of their respective executive officers or directors has been convicted in a criminal proceeding. (e) During the last five years, neither of the Reporting Persons nor any of their respective executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All the executive officers and directors of the Reporting Persons are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On December 28, 2001, ICG used approximately $1,666.60 of its working capital to exercise a warrant to purchase 1,000,002 shares of Common Stock at an exercise price of $0.0016666 per share. On December 28, 2001, ICG transferred all of the shares of Common Stock held by it to Holdings in an inter-company transfer without consideration. ITEM 4. PURPOSE OF TRANSACTION ICG has acquired the Common Stock as part of its operating strategy to integrate ICG's partner companies into a collaborative network that leverages its collective knowledge and resources. With the goal of holding its partner company interests for the long-term, ICG uses these collective resources to actively develop the business strategies, operations and management teams of the Issuer and its other partner companies. ICG intends to review, from time to time, its interest in the Issuer on the basis of various factors, including but not limited to the Issuer's business, financial condition, results of Page 4 of 10 operations and prospects, synergies with other partner companies and integration in the network, general economic and industry conditions, as well as other developments and other acquisition opportunities. Based upon those considerations, ICG may seek to acquire additional shares of Common Stock on the open market or in privately negotiated transactions, or to dispose of all or a portion of the Common Stock. Except as set forth above, neither of the Reporting Persons have formulated any plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a-b) ICG may be deemed to be the beneficial owner with sole power to vote and dispose of a total of 21,684,124 shares of Common Stock (or 23.3% of the outstanding Common Stock) as calculated in accordance with Rule 13d-3(d). (c) On December 28, 2001, ICG exercised a warrant to purchase 1,000,002 shares of Common Stock at an exercise price of $0.0016666 per share and then transferred all of the shares of Common Stock held by it to Holdings in an inter-company transfer without consideration. On January 8, 2002, ICG entered into an agreement with Mr. Edward H. West, ICG's President, Chief Operating Officer and one of its Managing Directors, whereby Mr. West has agreed to hold his option to purchase up to 20,000 shares of Common Stock and the shares he receives upon exercise of such option for the exclusive economic benefit of ICG. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER ICG has entered into an agreement with Mr. Edward H. West, ICG's President, Chief Operating Officer and one of its Managing Directors, whereby Mr. West has agreed to hold the option to purchase up to 20,000 shares of Common Stock and the shares he receives upon exercise of such option for the exclusive economic benefit of ICG. Although Mr. West has agreed to pay over any economic benefits he realizes with respect to such securities, Mr. West retains sole voting and investment power over such securities. Other than the agreement with Mr. West, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Agreement dated January 8, 2002. Page 5 of 10 Signature After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated January 8, 2002 INTERNET CAPITAL GROUP, INC. By: HENRY N. NASSAU ------------------------------------ Henry Nassau Managing Director, General Counsel & Secretary Dated January 8, 2002 ICG HOLDINGS, INC. By: HENRY N. NASSAU ------------------------------------ Henry N. Nassau Vice President & Secretary Page 6 of 10 SCHEDULE I
Name Present Principal Employment Business Address - ---- ---------------------------- ---------------- EXECUTIVE OFFICERS Walter W. Buckley, III Chairman & Chief Executive Officer Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Edward H. West President, Chief Operating Officer, Internet Capital Group, Inc. Chief Financial Officer & Managing 435 Devon Park Drive Director Building 600 Wayne, PA 19087 Kenneth A. Fox Managing Director, M&A Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Henry N. Nassau Managing Director, General Counsel & Internet Capital Group, Inc. Secretary 435 Devon Park Drive Building 600 Wayne, PA 19087 DIRECTORS Walter W. Buckley, III (same as above) (same as above) Robert E. Keith, Jr. President & Chief Executive Officer TL Ventures 700 Building 435 Devon Park Drive Wayne, PA 19087 David Berkman Managing Partner Liberty Associated Partners, L.P. 3 Bala Plaza Suite 502 Bala Cynwyd, PA 19004 Kenneth A. Fox (same as above) (same as above) Warren V. Musser Chairman Emeritus Safeguard Scientifics, Inc. 435 Devon Park Drive 700 Building Wayne, PA 19087
Page 7 of 10 Thomas P. Gerrity Professor and Director of the The Wharton School e-Business Initiative University of Pennsylvania 1000 Steinberg Hall Philadelphia, PA 19104 Michael D. Zisman Executive Vice President-Strategy Lotus Development Corporation 55 Cambridge Parkway Cambridge, MA 02142
Page 8 of 10 SCHEDULE II
Name Present Principal Employment Business Address - ---- ---------------------------- ---------------- EXECUTIVE OFFICERS Walter W. Buckley, III President Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Kenneth A. Fox Vice President Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Henry N. Nassau Vice President & Secretary Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Edward H. West Chief Financial Officer & Assistant Internet Capital Group, Inc. Secretary 435 Devon Park Drive Building 600 Wayne, PA 19087 Philip A. Rooney Vice President Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 DIRECTORS Walter W. Buckley, III (same as above) (same as above) Henry N. Nassau (same as above) (same as above) Edward H. West (same as above) (same as above) Philip A. Rooney (same as above) (same as above)
Page 9 of 10 Exhibit 1 Joint Filing Agreement The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of Universal Access Global Holdings Inc. is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Act of 1934, as amended. Dated January 8, 2002 INTERNET CAPITAL GROUP, INC. By: HENRY N. NASSAU ------------------------------------- Henry Nassau Managing Director, General Counsel & Secretary Dated January 8, 2002 ICG HOLDINGS, INC. By: HENRY N. NASSAU ------------------------------------- Henry N. Nassau Vice President & Secretary Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----