-----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, V4iG7QdiyKRMoN8ukuSuN+pYXtOoUClUkGcEyc3o0bPEmnDTIeKsni9wekpqtGRW SoaEmGmnnaH6swYRjy9arA== 0000950134-03-012538.txt : 20030908 0000950134-03-012538.hdr.sgml : 20030908 20030908160422 ACCESSION NUMBER: 0000950134-03-012538 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030908 GROUP MEMBERS: CLB HOLDINGS LLC GROUP MEMBERS: NANCY BLOCH GROUP MEMBERS: RICHARD BLOCH GROUP MEMBERS: THE RICHARD AND NANCY BLOCH FAMILY TRUST GROUP MEMBERS: WILL CURETON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLB PARTNERS LTD CENTRAL INDEX KEY: 0001144407 FILING VALUES: FORM TYPE: SC 13D/A 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 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58361 FILM NUMBER: 03886150 BUSINESS ADDRESS: STREET 1: 16250 DALLAS PARKWAY STREET 2: SUITE 102 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 972-250-0945 MAIL ADDRESS: STREET 1: 16250 DALLAS PARKWAY STREET 2: SUITE 102 CITY: DALLAS STATE: TX ZIP: 75248 FORMER COMPANY: FORMER CONFORMED NAME: ASD SYSTEMS INC DATE OF NAME CHANGE: 19990713 SC 13D/A 1 d08907asc13dza.txt AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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 16250 DALLAS PARKWAY, SUITE 201 DALLAS, TEXAS 75248 RICHARD BLOCH NANCY BLOCH THE RICHARD AND NANCY BLOCH FAMILY TRUST P.O. BOX 2569 RANCHO SANTA FE, CALIFORNIA 92067-2569 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) AUGUST 29, 2003 (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-l(e), 240.13d-l(f) or 240.13d-l(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). 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 3,500,000(1) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,500,000(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) 16.2%(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 21,665,900 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 June 30, 2003. 1 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 7. Sole Voting Power 0 Number of Shares Beneficially 8. Shared Voting Power 0 Owned by Each Reporting Person 9. Sole Dispositive Power 0 With: 10. Shared Dispositive Power 3,500,000(1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,500,000(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) 16.2%(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 21,665,900 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 June 30, 2003. 2 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 7. Sole Voting Power 0 Number of Shares Beneficially 8. Shared Voting Power 7,713,967(1) Owned by Each Reporting Person 9. Sole Dispositive Power 76,000(2) With: 10. Shared Dispositive Power 3,500,000(3) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 7,713,967(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) 35.6%(4) 14. Type of Reporting Person (See Instructions) IN
(1) Represents 76,000 shares held directly by Mr. Cureton, 4,006,300 shares held directly by James C. Leslie, 40,000 shares held by Mr. Leslie as custodian for his minor children, 66,667 shares subject to currently exercisable options held by Mr. Leslie, 25,000 shares subject to currently exercisable options held by Richard Bloch and 3,500,000 shares held directly 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., the general partner of which is CLB Holdings, LLC, of which Mr. Cureton is a member and manager. (4) Assumes a total of 21,665,900 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 June 30, 2003. 3 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 3,500,000(1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,500,000(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) 16.2%(2) 14. Type of Reporting Person (See Instructions) OO
(1) Represents shares held directly by CLB Partners, Ltd., the general partner of which 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 21,665,900 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 June 30, 2003. 4 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 7. Sole Voting Power 0 Number of Shares Beneficially 8. Shared Voting Power 7,713,967(1) Owned by Each Reporting Person 9. Sole Dispositive Power 25,000(2) With: 10. Shared Dispositive Power 3,500,000(3) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 7,713,967(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) 35.6%(4) 14. Type of Reporting Person (See Instructions) IN
(1) Represents 25,000 shares subject to currently exercisable options held by Mr. Bloch, 66,667 shares subject to currently exercisable options held by James C. Leslie, 4,006,300 shares held directly by Mr. Leslie, 40,000 shares held by Mr. Leslie as custodian for his minor children, 3,500,000 shares held directly by CLB Partners, Ltd. and 76,000 shares held directly 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 subject to currently exercisable options held by Mr. Bloch. (3) Represents shares held directly by CLB Partners, Ltd., the general partner of which is CLB Holdings, LLC, of which Mr. Bloch is a manager and The Richard and Nancy Bloch Family Trust, of which Mr. Bloch is co-trustee, is a member. (4) Assumes a total of 21,665,900 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 June 30, 2003. 5 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 3,525,000(1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,525,000(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) 16.3%(2) 14. Type of Reporting Person (See Instructions) IN
(1) Represents 25,000 shares subject to currently exercisable options held by Richard Bloch, Mrs. Bloch's spouse, and 3,500,000 shares held directly by CLB Partners, Ltd., the general partner of which is CLB Holdings, LLC, of which The Richard and Nancy Bloch Family Trust, of which Mrs. Bloch 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 21,665,900 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 June 30, 2003. 6 Introduction The Schedule 13D filed with the Securities and Exchange Commission on July 24, 2001 on behalf of the reporting persons set forth herein is hereby amended to reflect the purchase of 500,000 shares of common stock of Ascendant Solutions, Inc. for an aggregate purchase price of $90,000 by CLB Partners, Ltd. CLB Partners, Ltd., Will Cureton and Richard Bloch previously entered into a Voting Agreement with James C. Leslie, 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, Mr. Leslie, CLB Partners, Ltd. and each of its controlling persons, including CLB Holdings, LLC, CLB Partners, Ltd.'s general partner, Mr. Cureton, a manager and member of CLB Holdings, LLC, The Richard and Nancy Bloch Family Trust, a member of CLB Holdings, LLC, Mr. Bloch, a manager of CLB Holdings, LLC and a co-trustee of The Richard and Nancy Bloch Family Trust, Nancy Bloch, Mr. Bloch's spouse and a co-trustee of The Richard and Nancy Bloch Family Trust, 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 are located at 16250 Dallas Parkway, Suite 102, Dallas, TX 75248. 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 16250 Dallas Parkway, Suite 201, Dallas, Texas 75248. 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 16250 Dallas Parkway, Suite 201, Dallas, Texas 75248. 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 16250 Dallas Parkway, Suite 201, Dallas, Texas 75248. (c) Mr. Cureton is the President of CLB Partners and a manager and member of CLB Holdings. 7 (d) During the last five years, Mr. Cureton has not been convicted in a criminal proceeding. (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 co-trustees are Richard Bloch and Nancy Bloch. The address of the Bloch Trust and its co-trustees is P.O. Box 2569, Rancho Santa Fe, California, 92067-2569. 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. Richard Bloch (a) Richard Bloch (b) Mr. Bloch's primary place of business is P.O. Box 2569, Rancho Santa Fe, California 92067-2569. (c) Mr. Bloch serves 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 2569, Rancho Santa Fe, California 92067-2569. (c) Mrs. Bloch serves as a co-trustee of the Bloch Trust. (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 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 August 29, 2003, CLB Partners purchased 500,000 shares (the "SHARES") of the Issuer's common stock from Vantage Point Venture Partners III(a), L.P. and its affiliates for an aggregate purchase price of $90,000 ($.18 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 previously acquired 500,000 shares of the Issuer's common stock at an aggregate purchase price of $500,000 ($1.00 per share) and 2,500,000 shares at an aggregate purchase price of $200,000 ($.08 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). Mr. Bloch holds options to purchase 75,000 shares, 25,000 of which are currently exercisable, of the Issuer's common stock at an exercise price of $.24 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, CLB Partners directly held 3,000,000 shares of the Issuer's common stock, and CLB Holdings, Mr. Bloch, Mrs. Bloch and the Bloch 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 that certain Voting Agreement (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: 3,500,000(1) (b) Percentage of class: 16.2%(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 3,500,000(1) disposition of: (iv) shared power to dispose or direct the 0 disposition of: (1) Represents shares directly held by CLB Partners. These shares are subject to the Voting Agreement. (2) Assumes a total of 21,665,900 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 June 30, 2003. 9 CLB Holdings, LLC (a) Amount beneficially owned: 3,500,000(1) (b) Percentage of class: 16.2%(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: 3,500,000(1) (1) Represents shares held directly by CLB Partners, of which CLB Holdings is the general partner. These shares are subject to the Voting Agreement. (2) Assumes a total of 21,665,900 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 June 30, 2003. Will Cureton (a) Amount beneficially owned: 7,713,967(1) (b) Percentage of class: 35.6%(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: 7,713,967(1) (iii) sole power to dispose or direct the 76,000(3) disposition of: (iv) shared power to dispose or direct the 3,500,000(4) disposition of: (1) Represents 76,000 shares held directly by Mr. Cureton, 4,006,300 shares held directly by James C. Leslie, 40,000 shares held by Mr. Leslie as custodian to his minor children, 66,667 shares subject to currently exercisable options held by Mr. Leslie, 25,000 shares subject to currently exercisable options held by Richard Bloch and 3,500,000 shares held by CLB Partners, all of which are subject to the Voting Agreement. (2) Assumes a total of 21,665,900 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 June 30, 2003. (3) Represents shares held directly by Mr. Cureton. (4) Represents shares held by CLB Partners, the general partner of which is CLB Holdings, of which Mr. Cureton is a member and manager. 10 The Richard and Nancy Bloch Family Trust (a) Amount beneficially owned: 3,500,000(1) (b) Percentage of class: 16.2%(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: 3,500,000(1) (1) Represents shares held directly by CLB Partners, the general partner of which is CLB Holdings, of which the Bloch Trust is a member. These shares are subject to the Voting Agreement. (2) Assumes a total of 21,665,900 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 June 30, 2003. Richard Bloch (a) Amount beneficially owned: 7,713,967(1) (b) Percentage of class: 35.6%(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: 7,713,967(1) (iii) sole power to dispose or direct the disposition of: 25,000(3) (iv) shared power to dispose or direct the disposition of: 3,500,000(4) (1) Represents 25,000 shares subject to currently exercisable options held by Mr. Bloch, 66,667 shares subject to currently exercisable options held by James C. Leslie, 4,006,300 shares held directly by Mr. Leslie, 40,000 shares held by Mr. Leslie as custodian to his minor children, 3,500,000 shares held directly by CLB Partners and 76,000 shares held directly by Will Cureton, all of which are subject to the Voting Agreement. (2) Assumes a total of 21,665,900 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 June 30, 2003. (3) Represents shares subject to currently exercisable options held by Mr. Bloch. (4) Represents shares held directly by CLB Partners, the general partner of which is CLB Holdings, of which Mr. Bloch is a manager and the Bloch Trust, of which Mr. Bloch is co-trustee, is a member. Nancy Bloch (a) Amount beneficially owned: 3,525,000(1) (b) Percentage of class: 16.3%(2) 11 (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: 3,525,000(1) (1) Represents 25,000 shares subject to currently exercisable options held by Mr. Bloch, Mrs. Bloch's spouse, and 3,500,000 shares held directly by CLB Partners, the general partner of which is CLB Holdings, of which the Bloch Trust, of which Mrs. Bloch is co-trustee, is a member. These shares are subject to the Voting Agreement. (2) Assumes a total of 21,665,900 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 June 30, 2003. James C. Leslie (a) Amount beneficially owned: 7,713,967(1) (b) Percentage of class: 35.6%(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: 7,713,967(1) (iii) sole power to dispose or direct the disposition of: 4,112,967(3) (iv) shared power to dispose or direct the disposition of: 0 (1) Represents 4,006,300 shares held directly by Mr. Leslie, 40,000 shares held by Mr. Leslie as custodian to his minor children, 66,667 shares subject to currently exercisable options held by Mr. Leslie, 25,000 shares subject to currently exercisable options held by Richard Bloch, 3,500,000 shares held directly by CLB Partners, and 76,000 shares held directly by Will Cureton, all of which are subject to the Voting Agreement. (2) Assumes a total of 21,665,900 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 June 30, 2003. (3) Represents 4,006,300 shares held directly by Mr. Leslie, 40,000 shares held by Mr. Leslie as custodian to his minor children, and 66,667 shares subject to currently exercisable options held by Mr. Leslie. 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. 12 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. - ---------- * Incorporated by reference to Exhibit 7.1 to the Schedule 13D filed by the reporting persons on July 24, 2001. ** Filed herewith. 13 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: September 8, 2003 CLB PARTNERS, LTD. By: CLB HOLDINGS, LLC, General Partner By: /s/ WILL CURETON ------------------------------ Will Cureton, President 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: September 8, 2003 CLB HOLDINGS, LLC By: /s/ WILL CURETON ------------------------------ Will Cureton, President 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: September 8, 2003 /s/ WILL CURETON ------------------------------ WILL CURETON 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: September 8, 2003 /s/ RICHARD BLOCH ------------------------------ RICHARD BLOCH 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: September 8, 2003 /s/ NANCY BLOCH ------------------------------ NANCY BLOCH 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: September 8, 2003 THE RICHARD AND NANCY BLOCH FAMILY TRUST By: /s/ RICHARD BLOCH ------------------------------------- Richard Bloch, Co-Trustee By: /s/ NANCY BLOCH ------------------------------------- Nancy Bloch, Co-Trustee 19 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 * Incorporated by reference to Exhibit 7.1 to the Schedule 13D filed by the reporting persons on July 24, 2001 ** Filed herewith EX-7.2 3 d08907aexv7w2.txt SCHEDULE 13D JOINT FILING AGREEMENT EXHIBIT 7.2 SCHEDULE 13D JOINT FILING AGREEMENT This Joint Filing Agreement is dated as of September 8, 2003, by and among CLB Partners, Ltd. ("CLB PARTNERS"), CLB Holdings, LLC ("CLB HOLDINGS"), Will Cureton ("MR. 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 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 Amendment No. 1 to the Schedule 13D with respect to Ascendant Solutions, Inc., a Delaware corporation, to which this Agreement is attached as Exhibit 7.02, is filed on behalf of CLB Partners, CLB Holdings, Mr. Cureton, the Bloch Trust, Mr. Bloch and Mrs. Bloch. 2. Each of CLB Partners, CLB Holdings, Mr. 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] 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-----