-----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, QlvtuG6f0Qzn+eDUhSbsDDCiV+qkGDwJm6tN7NAWQPT3lmxRG4XHItUbB89K/KvE VdwzJt7R3MaO0QdCY+GyKQ== 0000930661-00-001028.txt : 20000426 0000930661-00-001028.hdr.sgml : 20000426 ACCESSION NUMBER: 0000930661-00-001028 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000425 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETSOLVE INC CENTRAL INDEX KEY: 0001071342 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 752094811 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-57987 FILM NUMBER: 607944 BUSINESS ADDRESS: STREET 1: 12331 RIATA TRACE PARKWAY CITY: AUSTIN STATE: TX ZIP: 78727 BUSINESS PHONE: 5123403000 MAIL ADDRESS: STREET 1: 12331 RIATA TRACE PARKWAY CITY: AUSTIN STATE: TX ZIP: 78727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PATRICOF & CO VENTURES INC CENTRAL INDEX KEY: 0000938219 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132647531 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127536300 MAIL ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 NetSolve, Incorporated ---------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------- (Title of Class of Securities) 64115J106 --------- (CUSIP Number) ------------------------------------------------------- (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) [ ] 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). CUSIP No. 64115J106 --------- - ------------------------------------------------------------------------------- 1. Name of Reporting Person PATRICOF & CO. VENTURES, INC. I.R.S. Identification No. of above person I.R.S. Employer Identification No. 13-2647531 - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ X ] - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Citizenship or Place of Organization New York - ------------------------------------------------------------------------------- Number of 5. Sole Voting Power Shares Beneficially 0 Shares Owned by ------------------------------------------------------------ Each 6. Shared Voting Power Reporting Person 1,266,330 Shares With ------------------------------------------------------------ 7. Sole Dispositive Power 0 Shares ------------------------------------------------------------ 8. Shared Dispositive Power 1,266,330 Shares - ------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,266,330 Shares - ------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 9.4% - ------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO - ------------------------------------------------------------------------------- Item 1(a). Name of Issuer: NetSolve, Incorporated Item 1(b). Address of Issuer's Principal Executive Offices: 12331 Riata Trace Parkway, Austin, Texas 78727 Item 2(a). Name of Persons Filing: Patricof & Co. Ventures, Inc. ("Patricof & Co."). The person named in this paragraph is referred to herein as a "Reporting Person." Item 2(b). Address of Principal Business Office or, if none, Residence: The address of the principal business office of Patricof & Co. is 445 Park Avenue, New York, New York 10022 Item 2(c). Citizenship: New York. Item 2(d). Title or Class of Securities: Common Stock, $0.01 par value ("Common Stock"). Item 2(e). CUSIP Number: 64115J106 Item 3. If this statement is filed pursuant to (S)(S)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 Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the 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 (S)240.13d-1(b)(1)(ii)(G). (h) [ ] A savings associations 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 (a) Amount beneficially owned: Patricof & Co. may be deemed to own beneficially 1,266,330 shares of Common Stock (the "Record Shares") as of December 31, 1999. See Rider A attached. --------------------- (b) Percent of class: 9.4%. The foregoing percentage is calculated based on the 13,454,570 shares of Common Stock reported to be outstanding as of November 10, 1999, in the Quarterly Report on Form 10-Q of NetSolve, Incorporated for the quarter ending September 30, 1999. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares for each Reporting Person. (ii) Shared power to vote or to direct the vote: 1,266,330 shares for each Reporting Person. (iii) Sole power to dispose or to direct the disposition of: 0 shares for each Reporting Person. (iv) Shared power to dispose or to direct the disposition of: 1,266,330 shares for each Reporting Person. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. 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 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. PATRICOF & CO. VENTURES, INC. By: /s/ Alan Patricof --------------------------- Name: Alan Patricof Title: Chairman Date: April 25, 2000 RIDER A AS OF DECEMBER 31, 1999, PATRICOF & CO. VENTURES, INC. ("PATRICOF") MAY BE DEEMED TO BE THE BENEFICIAL OWNER OF 1,266,330 SHARES OF COMMON STOCK OWNED BY APA/FOSTIN PENNSYLVANIA VENTURE CAPITAL FUND, A PENNSYLVANIA LIMITED PARTNERSHIP. SUCH ENTITY IS MANAGED OR ADVISED BY PATRICOF AND, AS SUCH, PATRICOF MAY BE DEEMED TO HAVE SHARED VOTING AND DISPOSITIVE POWER WITH THE GENERAL PARTNERS OF THIS PARTNERSHIP WITH RESPECT TO THE 1,266,330 SHARES OF COMMON STOCK. -----END PRIVACY-ENHANCED MESSAGE-----