-----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, GNiMniag7gNrB3qo5xL5Q/fOk1oypSd9S4f4gIppaTrijbicnW6d8oj3ZwRjqeTe 1+ry8hvo2mMP+ky/bvDbJw== 0000950134-01-504314.txt : 20010725 0000950134-01-504314.hdr.sgml : 20010725 ACCESSION NUMBER: 0000950134-01-504314 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010724 GROUP MEMBERS: CLB HOLDINGS LLC GROUP MEMBERS: CLB PARTNERS LTD GROUP MEMBERS: NANCY BLOCH GROUP MEMBERS: RICHARD & NANCY BLOCH FAM TRST GROUP MEMBERS: RICHARD BLOCH GROUP MEMBERS: WILL CURETON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASCENDANT SOLUTIONS INC CENTRAL INDEX KEY: 0001080029 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752900905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58361 FILM NUMBER: 1687027 BUSINESS ADDRESS: STREET 1: 13727 NOEL ROAD STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2143487200 MAIL ADDRESS: STREET 1: 13727 NOEL ROAD STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: ASD SYSTEMS INC DATE OF NAME CHANGE: 19990713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLB PARTNERS LTD CENTRAL INDEX KEY: 0001144407 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 15301 DALLAS PARKWAY STREET 2: SUITE 730 CITY: ADDISON STATE: TX ZIP: 75001 MAIL ADDRESS: STREET 1: 15301 DALLAS PARKWAY STREET 2: SUITE 730 CITY: ADDISON STATE: TX ZIP: 75001 SC 13D 1 d89123sc13d.txt SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.___)* ASCENDANT SOLUTIONS, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 00207W 10 0 (CUSIP Number) WILL CURETON CLB PARTNERS, LTD. CLB HOLDINGS, LLC 15301 DALLAS PARKWAY, SUITE 730 ADDISON, TEXAS 75001 RICHARD BLOCH NANCY BLOCH THE RICHARD AND NANCY BLOCH FAMILY TRUST P.O. BOX 676108 RANCHO SANTA FE, CALIFORNIA 92067-6108 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 24, 2001 (Date of Event Which Requires the 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. [ ] *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). 2 1. Name of Reporting Persons CLB Partners, Ltd. I. R. S. Identification Nos. of Above Persons (entities only) 75-2731535 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Texas - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power 0 Reporting Person With: 9. Sole Dispositive Power 3,000,000(1) 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,000,000(1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 14.1%(2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- (1) Represents shares directly held by CLB Partners, Ltd. These shares are subject to the Voting Agreement, dated July 24, 2001, by and between CLB Partners, Ltd., Will Cureton, Richard Bloch and James C. Leslie. (2) Assumes a total of 21,230,900 shares outstanding based on the amount reported in Ascendant Solutions, Inc.'s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001. 1 3 1. Name of Reporting Persons CLB Holdings, LLC I. R. S. Identification Nos. of Above Persons (entities only) 75-2731534 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): AF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Texas - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power 0 Reporting Person With: 9. Sole Dispositive Power 3,000,000(1) 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,000,000(1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 14.1%(2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- (1) Represents shares held directly by CLB Partners, Ltd., of which CLB Holdings, LLC is the general partner. These shares are subject to the Voting Agreement, dated July 24, 2001, by and between CLB Partners, Ltd., Will Cureton, Richard Bloch and James C. Leslie. (2) Assumes a total of 21,230,900 shares outstanding based on the amount reported in Ascendant Solutions, Inc.'s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001. 2 4 1. Name of Reporting Persons Will Cureton I. R. S. Identification Nos. of Above Persons (entities only) - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): AF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power 5,701,000(1) Reporting Person With: 9. Sole Dispositive Power 76,000(2) 10. Shared Dispositive Power 3,000,000(3) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,701,000(1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 26.9%(4) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (1) Represents 76,000 shares held directly by Mr. Cureton, 2,625,000 shares held by James C. Leslie, and 3,000,000 shares held by CLB Partners, Ltd., all of which are subject to the Voting Agreement, dated July 24, 2001, by and between CLB Partners, Ltd., Will Cureton, Richard Bloch and James C. Leslie. (2) Represents shares held directly by Mr. Cureton. (3) Represents shares held by CLB Partners, Ltd., whose general partner is CLB Holdings, LLC, of which Mr. Cureton is a member and manager. (4) Assumes a total of 21,230,900 shares outstanding based on the amount reported in Ascendant Solutions, Inc.'s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001. 3 5 1. Name of Reporting Persons The Richard and Nancy Bloch Family Trust I. R. S. Identification Nos. of Above Persons (entities only) - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): AF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power 0 Reporting Person With: 9. Sole Dispositive Power 0 10. Shared Dispositive Power 3,000,000(1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,000,000(1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 14.1%(2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- (1) Represents shares held directly by CLB Partners, Ltd. whose general partner is CLB Holdings, LLC of which The Richard and Nancy Bloch Family Trust is a member. These shares are subject to the Voting Agreement, dated July 24, 2001, by and between CLB Partners, Ltd., Will Cureton, Richard Bloch and James C. Leslie. (2) Assumes a total of 21,230,900 shares outstanding based on the amount reported in Ascendant Solutions, Inc.'s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001. 4 6 1. Name of Reporting Persons Richard Bloch I. R. S. Identification Nos. of Above Persons (entities only) - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): AF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power 5,701,000(1) Reporting Person With: 9. Sole Dispositive Power 0 10. Shared Dispositive Power 3,000,000(1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,701,000(1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 26.9%(3) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (1) Represents 2,625,000 shares held by James C. Leslie, 3,000,000 shares held by CLB Partners, Ltd. and 76,000 shares held by Will Cureton, all of which are subject to the Voting Agreement, dated July 24, 2001, by and between CLB Partners, Ltd., Will Cureton, Richard Bloch and James C. Leslie. (2) Represents shares held directly by CLB Partners, Ltd., whose general partner is CLB Holdings, LLC, of which Mr. Bloch is a manager and a family trust of which Mr. Bloch is co-trustee is a member. (3) Assumes a total of 21,230,900 shares outstanding based on the amount reported in Ascendant Solutions, Inc.'s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001. 5 7 1. Name of Reporting Persons Nancy Bloch I. R. S. Identification Nos. of Above Persons (entities only) - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): AF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power 0 Reporting Person With: 9. Sole Dispositive Power 0 10. Shared Dispositive Power 3,000,000(1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,000,000(1) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 14.1%(2) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (1) Represents shares held directly by CLB Partners, Ltd. whose general partner is CLB Holdings, LLC, of which The Richard and Nancy Bloch Family Trust, of which Mrs. Bloch is co-trustee, is a member. These shares are subject to the Voting Agreement, dated July 24, 2001, by and between CLB Partners, Ltd., Will Cureton, Richard Bloch and James C. Leslie. (2) Assumes a total of 21,230,900 shares outstanding based on the amount reported in Ascendant Solutions, Inc.'s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001. 6 8 Introduction CLB Partners, Ltd. ("CLB PARTNERS"), Will Cureton ("CURETON") and Richard Bloch ("MR. BLOCH") entered into a Voting Agreement (the "VOTING AGREEMENT") with James C. Leslie ("LESLIE") on July 24, 2001, whereby all of the shares of common stock of Ascendant Solutions, Inc. held by any of them shall be voted as determined by a vote of the majority of the members of a voting panel consisting of Messrs. Bloch, Cureton and Leslie. Consequently, CLB Partners, each of its controlling persons, including CLB Holdings, LLC ("CLB HOLDINGS"), CLB Partners' general partner, Cureton, a manager and member of CLB Holdings, The Richard and Nancy Bloch Family Trust (the "BLOCH TRUST"), a member of CLB Holdings, Mr. Bloch, a manager of CLB Holdings and a co-trustee of the Bloch Trust, Nancy Bloch, a co-trustee of the Bloch Trust, and Leslie may constitute a "group" pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Schedule 13D relates is the Common Stock, $0.0001 par value (the "COMMON STOCK"), of Ascendant Solutions, Inc., a Delaware corporation (the "ISSUER"). The principal executive offices of the Issuer is located at 13727 Noel Road, Suite 500, Dallas, TX 75240. ITEM 2. IDENTITY AND BACKGROUND CLB Partners, Ltd. CLB Partners, Ltd. ("CLB PARTNERS") is a limited partnership organized under the laws of the State of Texas. Its principal business is real estate development. The address of its principal office and place of business is 15301 Dallas Parkway, Suite 730, Addison, Texas 75001. During the last five years, CLB Partners has not been convicted in a criminal proceeding. During the last five years, CLB Partners has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which CLB Partners 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. The general partner of CLB Partners is CLB Holdings, LLC. CLB Holdings, LLC CLB Holdings, LLC ("CLB HOLDINGS") is a limited liability company organized under the laws of the State of Texas. Its principal business is the management, as general partner, of CLB Partners. The address of its principal office and place of business is 15301 Dallas Parkway, Suite 730, Addison, Texas 75001. During the last five years, CLB Holdings has not been convicted in a criminal proceeding. During the last five years, CLB Holdings has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which CLB Holdings 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. The managers of CLB Holdings are Will Cureton and Richard Bloch. The members of CLB Holdings are Will Cureton and The Richard and Nancy Bloch Family Trust. Will Cureton (a) Will Cureton (b) Mr. Cureton's primary place of business is 15301 Dallas Parkway, Suite 730, Addison, Texas 75001. (c) Mr. Cureton is the President and a manager and member of CLB Holdings. (d) During the last five years, Mr. Cureton has not been convicted in a criminal proceeding. 7 9 (e) During the last five years, Mr. Cureton has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Mr. Cureton 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) United States The Richard and Nancy Bloch Family Trust The Richard and Nancy Bloch Family Trust (the "BLOCH TRUST") is a trust organized under the laws of the state of New Mexico. The Bloch Trust is a family trust established for the benefit of the Bloch family. Its trustees are Richard Bloch and Nancy Bloch. The Blochs' address is P.O. Box 676108, Rancho Santa Fe, California, 92067-6108. During the last five years, the Bloch Trust has not been convicted in a criminal proceeding. During the last five years, the Bloch Trust has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Bloch Trust 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. The co-trustees of the Bloch Trust are Richard Bloch and Nancy Bloch. Richard Bloch (a) Richard Bloch (b) Mr. Bloch's primary place of business is P.O. Box 676108, Rancho Santa Fe, California 92067-6108. (c) Mr. Bloch is employed as a manager of CLB Holdings. (d) During the last five years, Mr. Bloch has not been convicted in a criminal proceeding. (e) During the last five years, Mr. Bloch has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Mr. Bloch 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) United States Nancy Bloch (a) Nancy Bloch (b) Mrs. Bloch's primary place of business is P.O. Box 676108, Rancho Santa Fe, California 92067-6108. (c) Mrs. Bloch is employed as a manager of CLB Holdings. (d) During the last five years, Mrs. Bloch has not been convicted in a criminal proceeding. (e) During the last five years, Mrs. Bloch has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Mrs. Bloch was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating 8 10 activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On July 24, 2001, CLB Partners purchased 2,500,000 shares (the "SHARES") of the Issuer's Common Stock from Norman Charney and CCLP, Ltd. for a purchase price of $200,000 ($.08 per share). CLB Partners paid cash out of its working capital for the Shares. None of the other reporting persons directly contributed any consideration towards the aforementioned transactions. CLB Partners, Ltd. previously acquired 500,000 shares of the Issuer's common stock at an aggregate purchase price of $500,000 ($1.00 per share). Mr. Cureton previously acquired 76,000 shares of the Issuer's common stock at an aggregate purchase price of $76,000 ($1.00 per share). ITEM 4. PURPOSE OF TRANSACTION. CLB Partners acquired the Shares and the shares of the Issuer previously held by CLB Partners for investment purposes. Prior to the reporting transaction, Mr. Cureton directly held 76,000 shares of the Issuer's common stock, and CLB Holdings, Mr. Bloch and The Richard and Nancy Bloch Family Trust directly held no shares of the Issuer's common stock. On July 24, 2001, CLB Partners, Mr. Bloch, Mr. Cureton and James C. Leslie entered into the Voting Agreement, whereby all of the shares of the Issuer's Common Stock held by such parties shall be voted by the vote of the majority of the members of a voting panel consisting of Messrs. Bloch, Cureton and Leslie. Other than the transactions set forth above, none of the reporting persons has any current plan or proposal that relates to, or would result in, any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although they may, in the future, entertain such plans or proposals. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The following includes information regarding the interest in securities of the Issuer held by CLB Partners, CLB Holdings, its general partner, the controlling persons of CLB Holdings and James C. Leslie, a member of the "group." CLB Partners, Ltd. (a) Amount beneficially owned: 3,000,000(1) (b) Percentage of class: 14.1%(2) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or direct the disposition of: 3,000,000(1) (iv) shared power to dispose or direct the disposition of: 0 (1) Represents shares directly held by CLB Partners, Ltd. These shares are subject to the Voting Agreement. (2) Assumes a total of 21,230,900 shares outstanding based on the amount reported in Ascendant Solutions, Inc.'s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001.
9 11 CLB Holdings, LLC (a) Amount beneficially owned: 3,000,000(1) (b) Percentage of class: 14.1%(2) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or direct the disposition of: 0 (iv) shared power to dispose or direct the disposition of: 3,000,000(1) (1) Represents shares held directly by CLB Partners, Ltd., of which CLB Holdings, LLC is the general partner. These shares are subject to the Voting Agreement. (2) Assumes a total of 21,230,900 shares outstanding based on the amount reported in Ascendant Solutions, Inc.'s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001.
Will Cureton (a) Amount beneficially owned: 5,701,000(1) (b) Percentage of class: 26.9%(2) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 5,701,000(1) (iii) sole power to dispose or direct the disposition of: 76,000(3) (iv) shared power to dispose or direct the disposition of: 3,000,000(4) (1) Represents 76,000 shares held directly by Mr. Cureton, 2,625,000 shares held by James C. Leslie, and 3,000,000 shares held by CLB Partners, Ltd., all of which are subject to the Voting Agreement. (2) Assumes a total of 21,230,900 shares outstanding based on the amount reported in Ascendant Solutions, Inc.'s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001. (3) Represents shares held directly by Mr. Cureton. (4) Represents shares held by CLB Partners, Ltd., whose general partner is CLB Holdings, LLC, of which Mr. Cureton is a member and manager.
The Richard and Nancy Bloch Family Trust (a) Amount beneficially owned: 3,000,000(1) (b) Percentage of class: 14.1%(2) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or direct the disposition of: 0 (iv) shared power to dispose or direct the disposition of: 3,000,000(1) 10 12 (1) Represents shares held directly by CLB Partners, Ltd., whose general partner is CLB Holdings, LLC, of which The Richard and Nancy Bloch Family Trust is a member. These shares are subject to the Voting Agreement. (2) Assumes a total of 21,230,900 shares outstanding based on the amount reported in Ascendant Solutions, Inc.'s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001.
Richard Bloch (a) Amount beneficially owned: 5,701,000(1) (b) Percentage of class: 26.9%(2) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 5,701,000(1) (iii) sole power to dispose or direct the disposition of: 0 (iv) shared power to dispose or direct the disposition of: 3,000,000(3) (1) Represents 2,625,000 shares held by James C. Leslie, 3,000,000 shares held by CLB Partners, Ltd. and 76,000 shares held by Will Cureton, all of which are subject to the Voting Agreement. (2) Assumes a total of 21,230,900 shares outstanding based on the amount reported in Ascendant Solutions, Inc.'s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001. (3) Represents shares held directly by CLB Partners, Ltd., whose general partner is CLB Holdings, LLC, of which Mr. Bloch is a manager and a family trust, of which Mr. Bloch is co-trustee, is a member.
Nancy Bloch (a) Amount beneficially owned: 3,000,000(1) (b) Percentage of class: 14.1%(2) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or direct the disposition of: 0 (iv) shared power to dispose or direct the disposition of: 3,000,000(1) 11 13 (1) Represents shares held directly by CLB Partners, Ltd. whose general partner is CLB Holdings, LLC, of which The Richard and Nancy Bloch Family Trust, of which Mrs. Bloch is co-trustee, is a member. These shares are subject to the Voting Agreement. (2) Assumes a total of 21,230,900 shares outstanding based on the amount reported in Ascendant Solutions, Inc.'s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001.
James C. Leslie (a) Amount beneficially owned: 5,701,000(1) (b) Percentage of class: 26.8%(2) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 5,701,000(1) (iii) sole power to dispose or direct the disposition of: 2,625,000(3) (iv) shared power to dispose or direct the disposition of: 0 (1) Represents 2,585,000 shares held directly by Mr. Leslie, 20,000 shares held in a Texas UGMA account for the benefit of Jenna L. Leslie, of which Mr. Leslie is custodian, 20,000 shares held in a Texas UGMA account for the benefit of James Josiah Leslie, of which Mr. Leslie is custodian, 3,000,000 shares held by CLB Partners, Ltd. and 76,000 shares held by Will Cureton, all of which are subject to the Voting Agreement. (2) Assumes a total of 21,230,900 shares outstanding based on the amount reported in Ascendant Solutions, Inc.'s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001. (3) Represents 2,585,000 shares held directly by Mr. Leslie, 20,000 shares held in a Texas UGMA account for the benefit of Jenna L. Leslie, of which Mr. Leslie is custodian, and 20,000 shares held in a Texas UGMA account for the benefit of James Josiah Leslie, of which Mr. Leslie is custodian.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The contents of the Voting Agreement and the Schedule 13D Joint Filing Agreement are hereby incorporated into this Item 6 by reference. Except as set forth herein or in the Exhibits filed herewith, there are no contracts, arrangements, understanding or relationships of the type required to be disclosed in response to Item 6 of Schedule 13D of the Act with respect to the Common Stock owned by the reporting persons. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 7.1 Voting Agreement, dated July 24, 2001, by and between CLB Partners, Ltd., Will Cureton, Richard Bloch and James C. Leslie. 7.2 Schedule 13D Joint Filing Agreement 12 14 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: July 24, 2001 CLB PARTNERS, LTD. By: CLB HOLDINGS, LLC, General Partner By: /s/ WILL CURETON ---------------------------------- Will Cureton, President 13 15 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: July 24, 2001 CLB HOLDINGS, LLC By: /s/ WILL CURETON ---------------------------------- Will Cureton, President 14 16 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: July 24, 2001 /s/ WILL CURETON ----------------------------------- WILL CURETON 15 17 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: July 24, 2001 /s/ RICHARD BLOCH ---------------------------------------- RICHARD BLOCH 16 18 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: July 24, 2001 /s/ NANCY BLOCH -------------------------------------------- NANCY BLOCH 17 19 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: July 24, 2001 THE RICHARD AND NANCY BLOCH FAMILY TRUST By: /s/ RICHARD BLOCH ----------------------------------------- Richard Bloch, Co-Trustee By: /s/ NANCY BLOCH ----------------------------------------- Nancy Bloch, Co-Trustee 18 20 EXHIBIT INDEX 7.1* Voting Agreement, dated July 24, 2001, by and between CLB Partners, Ltd., Will Cureton, Richard Bloch and James C. Leslie. 7.2* Schedule 13D Joint Filing Agreement * Filed herewith EX-7.1 2 d89123ex7-1.txt VOTING AGREEMENT DATED JULY 24, 2001 1 EXHIBIT 7.1 VOTING AGREEMENT This VOTING AGREEMENT (this "AGREEMENT") is made and entered into as of July 24, 2001, by and among James C. Leslie, a Texas resident ("LESLIE"), CLB Partners, Ltd., a Texas limited partnership ("CLB"), Richard Bloch, a California resident ("BLOCH"), and Will Cureton, a Texas resident ("CURETON"). RECITALS: WHEREAS, Leslie, CLB, Bloch and Cureton collectively own the shares set forth on Schedule A attached hereto (together with all securities of the Corporation issued or issuable to Leslie, CLB, Bloch or Cureton, or their respective assigns, by way of stock dividend, stock split, combination, merger, conversion, consolidation or other reorganization or hereafter acquired by Leslie, CLB, Bloch or Cureton or their respective assigns, the "SUBJECT SHARES") of the common stock, par value $.0001 per share (the "COMMON STOCK"), of Ascendant Solutions, Inc., a Delaware corporation (the "CORPORATION"); WHEREAS, Bloch and Cureton are the limited partners of CLB and control the general partner of CLB; WHEREAS, the Leslie, CLB, Bloch and Cureton desire to enter into a voting agreement whereby the Subject Shares shall be voted uniformly. NOW, THEREFORE, in consideration of the premises and the mutual terms, covenants and conditions contained herein, the parties hereto hereby agree as follows: AGREEMENT: Section 1. VOTING AGREEMENT. (a) General Rights. From and after the date hereof, on all matters of the Corporation with respect to which the Subject Shares have the right to vote, CLB, Leslie, Bloch and Cureton hereby agree to vote all of the Subject Shares in the manner designated by the affirmative vote of at least a majority of Leslie, Bloch and Cureton (collectively, the "VOTING PANEL"), each with one vote, subject to the limitations set forth in Section 2 hereof. (b) Effects of Disposition. For purposes of this Agreement, the term "Affiliate" has the definition ascribed to it in Rule 405 of the rules and regulations promulgated under the Securities Act of 1933, as amended. (i) In the event that the number of Subject Shares actually held by Leslie or his Affiliates shall decrease, due to a Transfer or Transfers pursuant to Section 2 hereof, to an amount less than 1,312,500 shares of Common Stock, as adjusted for stock splits, stock dividends, combinations, mergers, conversions, consolidations or other reorganizations, -1- 2 Leslie shall be removed from the Voting Panel and the affirmative vote of Bloch and Cureton shall determine the manner in which the Subject Shares are to be voted. (ii) In the event that the number of Subject Shares actually collectively held by CLB, Bloch, Cureton or their respective Affiliates shall decrease, due to a Transfer or Transfers pursuant to Section 2 hereof, to an amount less than 1,500,000 shares of Common Stock, as adjusted for stock splits, stock dividends, combinations, mergers, conversions, consolidations or other reorganizations, either Bloch or Cureton (chosen at the sole discretion of CLB) shall be removed from the Voting Panel and the affirmative vote of Leslie and member not so removed shall determine the manner in which the Subject Shares are to be voted. (iii) In the event that CLB, Bloch, Cureton or their respective Affiliates shall cease to own any of the Subject Shares, then Bloch and Cureton shall be removed (unless previously removed pursuant to Section 1(b)(ii) hereof) from the Voting Panel and Leslie shall have the right to vote all of the Subject Shares. (c) Procedure. The holders of the rights to vote the Subject Shares shall (i) notify each member of the Voting Panel, unless the right to receive such notification has been waived by such member before or after the date on which such notification is to be received, no later than ten (10) days prior to the date on which the Subject Shares are to be voted on any matter and (ii) provide the Voting Panel with any information distributed by the Corporation regarding the matter. Within five (5) days of receipt of such notice, the Voting Panel shall then notify the holders of the rights to vote the Subject Shares of the decision of the Voting Panel. (d) Death or Disability. For so long as Leslie, Bloch and Cureton remain members of the Voting Panel and have not been removed pursuant to the provisions of Section 1(b) hereto: (i) In the event of Leslie's death or disability such that he is unable to perform his duties as a member of the Voting Panel, CLB shall have the right either, at its sole discretion, to (A) nominate a replacement member of the Voting Panel or (B) terminate this Agreement with respect to all of the Subject Shares. (ii) In the event of either Bloch's or Cureton's death or disability such that either one is unable to perform his duties as a member of the Voting Panel, CLB shall have the right to nominate a replacement member of the Voting Panel. (iii) In the event of the death or disability of any two or more members of the Voting Panel such that each is unable to perform his duties as a member of the Voting Panel, this Agreement shall terminate with respect to all of the Subject Shares and be of no further effect. -2- 3 Section 2. RESTRICTIONS ON TRANSFERS. (a) General Rights. In addition to any restrictions on the Transfer (as hereinafter defined) of the Corporation's Common Stock that are imposed under applicable securities laws, CLB, Leslie, Bloch and Cureton shall not Transfer or Pledge (as each such term is hereinafter defined) all or any part of the Subject Shares other than in a private sales transaction exempt from registration under federal or state securities laws, unless each of the parties hereto consents to such Transfer or Pledge. For purposes of this Agreement, the term "TRANSFER" means any sale, assignment or other disposition of the Subject Shares, other than a Pledge, and the term "PLEDGE" means any pledge of an interest in, or other encumbrance placed upon, the Subject Shares as security for indebtedness or for other purposes. (b) Excluded Transfers. The provisions of this Section 2 do not apply to the Transfer of 76,000 shares of Common Stock (the "EXCLUDED SHARES") by Cureton, and, upon such Transfer, the Excluded Shares shall no longer be Subject Shares. (c) Transferred Shares. Notwithstanding the foregoing, any of the Subject Shares Transferred or Pledged by a party hereto in accordance with Section 2 (a) hereof shall remain Subject Shares, and the individuals or entities to whom the Subject Shares are Transferred or Pledged (the "SUBJECT STOCKHOLDERS") shall be bound by and subject to the terms and conditions of this Agreement and shall have no rights whatsoever with respect to the voting of the Subject Shares on any matter. Prior to receiving any such Subject Shares, the Subject Stockholders shall sign and deliver a written acknowledgement agreeing to be bound by the terms of this Agreement. Section 3. TERMINATION. Unless otherwise provided herein, this Agreement shall terminate upon the earlier of (i) the date upon which the closing price of the Common Stock shall have been at least $5.00 per share, as adjusted for stock splits, stock dividends, combinations, mergers, conversions, consolidations or other reorganizations, for sixty (60) consecutive trading days, (ii) the third anniversary of the date hereof, unless extended by the parties hereto or (iii) the date on which all of the members of the Voting Panel consent in writing to the termination of this Agreement. Section 4. MISCELLANEOUS. (a) Governing Law. This Agreement and the rights and duties of the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware. (b) Number. Words in the singular shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) Headings. The headings appearing in this Agreement are inserted only for convenience of reference and in no way shall be construed to define, limit or describe the scope or intent of any provision of this Agreement. -3- 4 (d) Severability. Every provision in this Agreement is intended to be severable. In the event that any provision in this Agreement shall be held invalid, the same shall not affect in any respect whatsoever the validity of the remaining provisions of this Agreement; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable law. (e) Assignment. Subject to the terms of Section 2(c) hereof, neither this Agreement, nor any of the rights, interests or obligations under this Agreement shall be assigned or delegated, in whole or in part, by any of the parties hereto without the prior written consent of all of the other parties hereto. (f) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same document. (g) Entirety and Modification. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified, supplemented or amended in any respect except by written instrument executed by all parties hereto. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] -4- 5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. /s/ James C. Leslie ----------------------------------- Name: James C. Leslie /s/ Richard Bloch ----------------------------------- Name: Richard Bloch /s/ Will Cureton ----------------------------------- Name: Will Cureton CLB PARTNERS, LTD., By: CLB Holdings, LLC, its general partner By: /s/ Will Cureton ------------------------- Will Cureton, President -5- 6 Schedule A
Name Number of Shares Number of Options - ---- ---------------- ----------------- James C. Leslie 2,625,000* -0- CLB Partners, Ltd. 3,000,000 -0- Will Cureton 76,000 -0- Richard Bloch -0- -0- --------- --------- Total 5,701,000 -0-
* Includes 40,000 shares held by UGMA accounts, of which Mr. Leslie is custodian, for the benefit of Mr. Leslie's children. -6- EX-7.2 3 d89123ex7-2.txt SCHEDULE 13D JOINT FILING AGREEMENT 1 EXHIBIT 7.2 SCHEDULE 13D JOINT FILING AGREEMENT This Joint Filing Agreement is dated as of July 24, 2001, by and among CLB Partners, Ltd. ("CLB Partners"), CLB Holdings, LLC ("CLB HOLDINGS"), Will Cureton ("CURETON"), The Richard and Nancy Bloch Family Trust (the "BLOCH TRUST"), Richard Bloch ("MR. BLOCH") and Nancy Bloch ("MRS. BLOCH"). WHEREAS, pursuant to paragraph (k)(1) of Rule 13d-1 promulgated under Section 13d(1) of the Securities Exchange Act of 1934, as amended (the "ACT"), the parties hereto have decided to satisfy their filing obligations under the Act by a single joint filing. NOW, THEREFORE, the undersigned do hereby agree as follows: 1. The Schedule 13D ("SCHEDULE 13D") with respect to Ascendant Solutions, Inc., a Delaware corporation, to which this Agreement is attached as Exhibit A, is filed on behalf of CLB Partners, CLB Holdings, Cureton, the Bloch Trust, Mr. Bloch and Mrs. Bloch. 2. Each of CLB Partners, CLB Holdings, Cureton, the Bloch Trust, Mr. Bloch and Mrs. Bloch is responsible for the completeness and accuracy of the information concerning such person or entity contained therein; provided that each person or entity is not responsible for the completeness or accuracy of the information concerning any other person or entity making such filing. [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] 2 IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first written above. CLB PARTNERS, LTD. By: CLB Holdings, LLC, General Partner By: /s/ WILL CURETON ------------------------------------------- Will Cureton, President CLB HOLDINGS, LLC By: /s/ WILL CURETON ------------------------------------------- Will Cureton, President THE RICHARD AND NANCY BLOCH FAMILY TRUST By: /s/ RICHARD BLOCH ------------------------------------------- Richard Bloch, Co-Trustee By: /s/ NANCY BLOCH ------------------------------------------- Nancy Bloch, Co-Trustee /s/ RICHARD BLOCH ---------------------------------------------- RICHARD BLOCH /s/ NANCY BLOCH ---------------------------------------------- NANCY BLOCH /s/ WILL CURETON ---------------------------------------------- WILL CURETON -----END PRIVACY-ENHANCED MESSAGE-----