-----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, Q4IiYYliwqFy43lyaa2b6iaJmfYCDTAw6YZ58WsD7WBB5ezDf6e2pYk3q9AsXBev 4JRmuYE2kKl9p4FMJ6wa1g== 0001028916-02-000003.txt : 20020414 0001028916-02-000003.hdr.sgml : 20020414 ACCESSION NUMBER: 0001028916-02-000003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIA NET WORKS INC CENTRAL INDEX KEY: 0001098402 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 841412512 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60239 FILM NUMBER: 02547635 BUSINESS ADDRESS: STREET 1: 12100 SUNSET HILLS RD STREET 2: SUITE 110 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 7034640300 MAIL ADDRESS: STREET 1: 12100 SUNSET HILLS RD STREET 2: SUITE 110 CITY: RESTON STATE: VA ZIP: 20190 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST EQUITY CAPITAL LLC CENTRAL INDEX KEY: 0001028916 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: NORWEST VENTURE PARTNERS STREET 2: 245 LYTTON AVE SUITE 250 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6122151667 MAIL ADDRESS: STREET 1: NORWEST VENTURE PARTNERS STREET 2: 245 LYTTON AVE SUITE 250 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G/A 1 vnw.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) VIA NET.WORKS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 925912107 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 13G CUSIP NO. 925912107 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norwest Equity Capital, LLC Tax Identification No. 41-1814661 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 6,892,751 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 6,892,751 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,892,751 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.8% 12) TYPE OF REPORTING PERSON* PA 13G CUSIP NO. 925912107 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Itasca NEC, LLC Tax Identification No. 41-1815097 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota NUMBER OF (5) SOLE VOTING POWER SHARES 6,892,751 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 6,892,751 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,892,751 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.8% 12) TYPE OF REPORTING PERSON* PA 13G CUSIP NO. 925912107 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John P. Whaley Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF (5) SOLE VOTING POWER SHARES 7,184,679 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 7,184,679 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,184,679 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.3% 12) TYPE OF REPORTING PERSON* IN 13G CUSIP NO. 925912107 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George J. Still, Jr. Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF (5) SOLE VOTING POWER SHARES 7,184,679 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 7,184,679 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,184,679 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.3% 12) TYPE OF REPORTING PERSON* IN 13G CUSIP NO. 925912107 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John E. Lindahl Social Security No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF (5) SOLE VOTING POWER SHARES 6,892,751 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 6,892,751 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,892,751 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.8% 12) TYPE OF REPORTING PERSON* IN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Item 1(a) Name of Issuer: VIA NET.WORKS, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 12100 Sunset Hills Road Suite 110 Reston, VA 20190 Item 2(a) Name of Person Filing: 1. Norwest Equity Capital, LLC 2. Itasca NEC, LLC 3. John P. Whaley 4. George J. Still, Jr. 5. John E. Lindahl Item 2(b) Address of Principal Business Office: 1. Norwest Equity Capital, LLC c/o Norwest Venture Partners 525 University Avenue, Suite 800 Palo Alto, CA 94301 2. Itasca NEC, LLC c/o Norwest Venture Partners 525 University Avenue, Suite 800 Palo Alto, CA 94301 3. John P. Whaley 3600 IDS Center 80 South Eighth Street Minneapolis, MN 55402 4. George J. Still, Jr. c/o Norwest Venture Partners 525 University Avenue, Suite 800 Palo Alto, CA 94301 5. John E. Lindahl 3600 IDS Center 80 South Eighth Street Minneapolis, MN 55402 This statement is filed by Norwest Equity Capital, LLC on behalf of all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Equity Capital, LLC is a Minnesota limited liability company. Itasca NEC, LLC, a Minnesota limited liability company, is the general partner of Norwest Equity Capital, LLC. John P. Whaley, John E. Lindahl and George J. Still, Jr. are the managing members of Itasca NEC, LLC. Item 2(c) Citizenship: 1. Norwest Equity Capital, LLC: Minnesota limited liability company 2. Itasca NEC, LLC: Minnesota limited liability company 3. John P. Whaley: United States 4. George J. Still, Jr.: United States 5. John E. Lindahl: United States Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 925912107 Item 3 Not Applicable. Item 4 Ownership: (1) Norwest Equity Capital, LLC ("NEC"): At December 31, 2001, NEC owned of record 6,892,751 shares of common stock. This amount represents 12.8% of the Issuer's total number of shares of common stock outstanding at that date. (2) Itasca NEC, LLC ("Itasca"): At December 31, 2001, Itasca owned 6,892,751 shares of common stock by virtue of its status as the general partner of NEC, the record owner of such shares. This amount represents 12.8% of the Issuer's total shares of common stock outstanding at that date. (3) John P. Whaley: At December 31, 2001, John P. Whaley was deemed to own 7,184,679 shares of common stock, which includes 6,892,751 shares of common stock that he may be deemed to beneficially own by virtue of his status as a managing partner of Itasca, the general partner of NEC, the record owner of such shares, and also includes 291,928 shares of common stock that he may be deemed to beneficially own by virtue of his position as the managing administrative partner of Itasca VC Partners VI, LLP, the general partner of Norwest Venture Partners VI, LP, the record holder of such shares. This amount represents 13.3% of the Issuer's total shares of common stock outstanding at that date. (4) George J. Still, Jr.: At December 31, 2001, George J. Still, Jr. was deemed to own 7,184,679 shares of common stock, which includes 6,892,751 shares of common stock that he may be deemed to beneficially own by virtue of his status as a managing partner of Itasca, the general partner of NEC, the record owner of such shares, and also includes 291,928 shares of common stock that he may be deemed to beneficially own by virtue of his position as a managing partner of Itasca VC Partners VI, LLP, the general partner of Norwest Venture Partners VI, LP, the record holder of such shares. This amount represents 13.3% of the Issuer's total shares of common stock outstanding at that date. (5) John E. Lindahl: At December 31, 2001, John E. Lindahl was deemed to own 6,892,751 shares of common stock by virtue of his status as a managing partner of Itasca, the general partner of NEC, the record owner of such shares. This amount represents 12.8% of the Issuer's total shares of common stock outstanding at that date. Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be beneficial owners of more than five percent of the class of securities, check the following [ ]. Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8 Identification and Classification of Members of the Group: Not Applicable. Item 9 Notice of Dissolution of Group: Not Applicable. Item 10 Certification: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: February 13, 2002 NORWEST EQUITY CAPITAL, LLC By ITASCA NEC, LLC, as managing member By: /s/ John P. Whaley John P. Whaley, As Managing Administrative Member -----END PRIVACY-ENHANCED MESSAGE-----