-----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, FiHLN4VrOcwaA8Yui4HAreS38Jyo039ZfdGzqd21Bv9/E0+y116ufDQ+WC3TGvXK S3nsmhQI8FUNFdjGl2kC0A== 0000893220-03-001595.txt : 20030924 0000893220-03-001595.hdr.sgml : 20030924 20030924113356 ACCESSION NUMBER: 0000893220-03-001595 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030924 GROUP MEMBERS: ICG HOLDINGS, INC. GROUP MEMBERS: INTERNET CAPITAL GROUP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONVIA COM INC CENTRAL INDEX KEY: 0001100917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 911859172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58749 FILM NUMBER: 03907277 BUSINESS ADDRESS: STREET 1: 1260 MERCER ST CITY: SEATTLE STATE: WA ZIP: 98109 BUSINESS PHONE: 2062825170 MAIL ADDRESS: STREET 1: C/O VENTURE LAW GROUP STREET 2: 4750 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET CAPITAL GROUP INC CENTRAL INDEX KEY: 0001085621 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 232996071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 SAFEGUARD BUILDING STREET 2: 435 DEVON PARK DRIVE CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109890111 MAIL ADDRESS: STREET 1: 600 SAFEGUARD BUILDING STREET 2: 435 DEVON PARK DRIVE CITY: WAYNE STATE: PA ZIP: 19087 SC 13D/A 1 w90151sc13dza.txt AMENDMENT NO. 3 TO SCHEDULE 13D ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3* ---------------- ONVIA.COM, INC. (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 68338T 10 6 (CUSIP NUMBER) SUZANNE L. NIEMEYER, ESQ. MANAGING DIRECTOR AND GENERAL COUNSEL INTERNET CAPITAL GROUP, INC. 600 BUILDING 435 DEVON PARK DRIVE WAYNE, PENNSYLVANIA 19087 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) COPY TO: CHRISTOPHER G. KARRAS, ESQ. DECHERT 4000 BELL ATLANTIC TOWER 1717 ARCH STREET PHILADELPHIA, PENNSYLVANIA 19103-2793 SEPTEMBER 18, 2003 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE ACQUISITION THAT IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF SECTIONS 240.13D-1(E), 240.13D-1(F) OR 240.13D-1(G), CHECK THE FOLLOWING BOX [ ] NOTE: SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE RULE 240.13D-7 FOR OTHER PARTIES TO WHOM COPIES ARE TO BE SENT. *THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER DISCLOSURES PROVIDED IN A PRIOR COVER PAGE. THIS INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES). ================================================================================ - ------------------------ CUSIP NO. 68338T 10 6 - ------------------------ 1) NAME OF REPORTING PERSONS INTERNET CAPITAL GROUP, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON 23-2996071 2) CHECK THE APPROPRIATE BOX (A) [ ] IF A MEMBER OF A GROUP (B) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF DELAWARE ORGANIZATION NUMBER OF SHARES 7) SOLE VOTING BENEFICIALLY OWNED BY EACH POWER 0 REPORTING PERSON WITH ----------------------------------- 8) SHARED VOTING POWER 1,722,481 ----------------------------------- 9) SOLE DISPOSITIVE POWER 0 ----------------------------------- 10) SHARED DISPOSITIVE POWER 1,722,481 ----------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,722,481 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.5% 14) TYPE OF REPORTING PERSON (SEE CO INSTRUCTIONS)
Page 2 of 9 - ------------------------ CUSIP NO. 68338T 10 6 - ------------------------ 1) NAME OF REPORTING PERSONS ICG HOLDINGS, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON 51-0396570 2) CHECK THE APPROPRIATE BOX (A) [ ] IF A MEMBER OF A GROUP (B) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF DELAWARE ORGANIZATION NUMBER OF SHARES 7) SOLE VOTING BENEFICIALLY OWNED BY EACH POWER 0 REPORTING PERSON WITH ----------------------------------- 8) SHARED VOTING POWER 1,722,481 ----------------------------------- 9) SOLE DISPOSITIVE POWER 0 ----------------------------------- 10) SHARED DISPOSITIVE POWER 1,722,481 ----------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,722,481 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.5% 14) TYPE OF REPORTING PERSON (SEE CO INSTRUCTIONS)
Page 3 of 9 ITEM 1. SECURITY AND ISSUER This Amendment No. 3 to the Statement on Schedule 13D (this "Amendment") amends the statement previously filed on March 24, 2000, as amended on December 31, 2001 and August 23, 2002 and relates to the Common Stock, par value $0.0001 per share (the "Common Stock"), of Onvia.com, Inc., a Delaware corporation (the "Issuer"). The principal place of business of the Issuer is 1260 Mercer Street, Seattle, Washington 98109. ITEM 2. IDENTITY AND BACKGROUND (a) - (c)This amended Schedule 13D is being filed by: (i) Internet Capital Group, Inc., a Delaware corporation ("ICG"), with its principal place of business and principal office at 435 Devon Park Drive, Building 600, Wayne, Pennsylvania 19087; and (ii) ICG Holdings, Inc., a Delaware corporation ("Holdings"), with its principal place of business and principal office at 100 Lake Drive, Suite 4, Pencader Corporate Center, Newark, Delaware 19702 (together, ICG and Holdings, the "Reporting Persons"). ICG is an information technology company actively engaged in delivering software solutions and services designed to enhance business operations by increasing efficiency, reducing costs and improving sales results. ICG operates through a network of partner companies that deliver these solutions to customers. To help drive partner company progress, ICG provides operational assistance, capital support, industry expertise, access to operational best practices, and a strategic network of business relationships. Holdings is a wholly-owned direct subsidiary of ICG and is a holding company. The information required by Item 2 of Schedule 13D about the identity and background of the executive officers and directors of: (i) ICG is set forth on Schedule I hereto; and (ii) Holdings is set forth on Schedule II hereto. (d) During the last five years, none of the Reporting Persons nor any of their respective executive officers or directors has been convicted in a criminal proceeding. (e) During the last five years, none of the Reporting Persons nor any of their respective executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All the executive officers and directors of the Reporting Persons are citizens of the United States. ITEM 4. PURPOSE OF TRANSACTION Except as set forth below in Item 6, none of the Reporting Persons have formulated any plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER In accordance with a Letter Agreement dated September 18, 2003 by and between Holdings and the Issuer, for the period from September 18, 2003 through November 26, 2003, Holdings and its affiliates will not (i) seek to acquire or offer (a) any securities (or beneficial ownership thereof) or assets of the Issuer or any of its subsidiaries, (b) any tender or exchange offer, merger or other business combination involving the Issuer or any of its subsidiaries, (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Issuer or any of its Page 4 of 9 subsidiaries, or (d) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Issuer; (ii) form, join or in any way participate in a "group" (as defined under the 1934 Act) with respect to the Issuer; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Issuer; (iv) take any action which might force the Issuer to make a public announcement regarding any of the types of matters set forth above; or (v) enter into any discussions or arrangement with any third party with respect to any of the foregoing. Except as set forth above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Joint Filing Agreement dated September 24, 2003. Exhibit 2. Letter Agreement dated September 18, 2003 Page 5 of 9 Signature After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated September 24, 2003 INTERNET CAPITAL GROUP, INC. By: /s/ Suzanne L. Niemeyer ----------------------------------- Suzanne L. Niemeyer Managing Director, General Counsel & Secretary Dated September 24, 2003 ICG HOLDINGS, INC. By: /s/ Suzanne L. Niemeyer ----------------------------------- Suzanne L. Niemeyer Vice President and Secretary Page 6 of 9 SCHEDULE I INTERNET CAPITAL GROUP, INC.
Present Principal Name Employment Business Address - ---- ---------- ---------------- EXECUTIVE OFFICERS Walter W. Buckley, III Chairman, President & Internet Capital Group, Chief Executive Officer Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Anthony P. Dolanski Chief Financial Officer Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 DIRECTORS Walter W. Buckley, III (same as above) (same as above) Robert E. Keith, Jr. President & Chief TL Ventures Executive Officer 700 Building 435 Devon Park Drive Wayne, PA 19087 David Berkman Managing Partner Liberty Associated Partners, L.P. 3 Bala Plaza Suite 502 Bala Cynwyd, PA 19004 Warren V. Musser Managing Director The Musser Group Building 500 435 Devon Park Drive Wayne, PA 19087 Thomas P. Gerrity Professor of Management The Wharton School University of Pennsylvania 1000 Steinberg Hall Philadelphia, PA 19104 Michael D. Zisman Vice President, Corporate International Business Strategy Machines Corporation 55 Cambridge Parkway Cambridge, MA 02142 Philip J. Ringo Chairman and Chief RubberNetwork.com, LLC Executive Officer 66 Perimeter Center East Suite 600 Atlanta, GA 30346
Page 7 of 9 SCHEDULE II ICG HOLDINGS, INC.
Present Principal Name Employment Business Address - ---- ---------- ---------------- EXECUTIVE OFFICERS Walter W. Buckley, III President Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Anthony P. Dolanski Chief Financial Officer Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 DIRECTORS Walter W. Buckley, III (same as above) (same as above) Suzanne L. Niemeyer Vice President and Internet Capital Group, Secretary Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Philip A. Rooney Vice President Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087
Page 8 of 9 EX-1 3 w90151exv1.txt JOINT FILING AGREEMENT DATED SEPTEMBER 24, 2003 Exhibit 1 Joint Filing Agreement The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of Onvia.com, Inc. is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Act of 1934, as amended. Dated September 24, 2003 INTERNET CAPITAL GROUP, INC. By: /s/ Suzanne L. Niemeyer ----------------------------------- Suzanne L. Niemeyer Managing Director, General Counsel & Secretary Dated September 24, 2003 ICG HOLDINGS, INC. By: /s/ Suzanne L. Niemeyer ----------------------------------- Suzanne L. Niemeyer Vice President and Secretary Page 9 of 9 EX-2 4 w90151exv2.txt LETTER AGREEMENT DATED SEPTEMBER 18, 2003 Exhibit 2 [ONVIA LOGO] 1260 Mercer Seattle, WA 98109 September 18, 2003 Mr. Walter Buckley ICG Holdings Inc. 100 Lake Drive, Suite 4 Pencader Corporate Center Newark, DE 19702 Mr. Buckley: You agree that, until November 26, 2003, unless such shall have been specifically invited in writing by Onvia.com, Inc. (the "COMPANY") or as otherwise contemplated by the possible disposition of all or a portion of its shares of the common stock of the Company to an undesignated party, neither you nor any of your affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the "1934 ACT")) will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of the Company or any of its subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company; (b) form, join or in any way participate in a "group" (as defined under the 1934 Act) with respect to the Company; (c) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company; (d) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) enter into any discussions or arrangement with any third party with respect to any of the foregoing. You also agree during such period not to request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this paragraph (including this sentence). As used in this letter, the Company's "REPRESENTATIVES" shall include the directors, officers, employees, agents, partners or advisors of the Company and its subsidiaries and affiliates (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors). It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by you and that the Company shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by you of this letter agreement but shall be in addition to all other remedies available at law or equity. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines that you have breached this letter agreement, then you shall be liable and pay to the Company the reasonable legal fees incurred by the Company in connection with such litigation, including any appeal therefrom. This letter agreement is for the benefit of the Company, its Representatives and their respective directors, officers, stockholders, owners, affiliates, and agents (all of the foregoing, other than the Company as a direct party hereto, being expressly designated as third party beneficiaries of this letter agreement), and shall be governed by and construed in accordance with the laws of the State of Washington (the "SUBJECT STATE") applicable to agreements made and to be performed entirely within the Subject State. This letter agreement contains the entire agreement between the Company and you regarding its subject matter and supersedes all prior agreements, understandings, arrangements and discussions between the Company and you regarding such subject matters. This letter agreement may be signed in counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument. 2 Please confirm your agreement with the foregoing by having a duly authorized officer of your organization sign and return one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement between you and the Company. Very truly yours, Onvia.com, Inc. /s/ Michael D. Pickett -------------------------------------- Michael D. Pickett Chairman and Chief Executive Officer ACCEPTED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE: ICG Holdings Inc. By: /s/ Suzanne L. Niemeyer -------------------------- Name: Suzanne L. Niemeyer Title: General Counsel 3 -----END PRIVACY-ENHANCED MESSAGE-----