-----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, Wb4bGjLFL1lgR13p90slYSXO7R+Wvt7dXYotDGX6v43I+M6xpiNLR44SMFQnwHM9 +R/5TFuaL1racoty4/KEOA== 0001104181-02-000001.txt : 20020414 0001104181-02-000001.hdr.sgml : 20020414 ACCESSION NUMBER: 0001104181-02-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEEBEYOND TECHNOLOGY CORP CENTRAL INDEX KEY: 0001106842 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954249153 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59357 FILM NUMBER: 02550751 BUSINESS ADDRESS: STREET 1: 404 E HUNTINGTON DR CITY: MONROVIA STATE: CA ZIP: 91016-3633 BUSINESS PHONE: 6264716000 MAIL ADDRESS: STREET 1: 404 E HUNTINGTON DR CITY: MONROVIA STATE: CA ZIP: 91016-3633 FORMER COMPANY: FORMER CONFORMED NAME: SOFTWARE TECHNOLOGIES CORP/ DATE OF NAME CHANGE: 20000214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST EQUITY PARTNERS VI LP CENTRAL INDEX KEY: 0001104181 IRS NUMBER: 411893241 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3600 IDS CENTER STREET 2: 80 SOUTH EIGHT STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6126671650 MAIL ADDRESS: STREET 1: 3600 IDS CENTER STREET 2: 80 SOUTH EIGHT STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13G/A 1 sb1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) SeeBeyond Technology Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 815704101 (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. 815704101 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norwest Venture Partners VI, LP Tax Identification No. 41-1893240 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 4,188,069 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 4,188,069 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,188,069 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8% 12) TYPE OF REPORTING PERSON* PA 13G CUSIP NO. 815704101 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Itasca VC Partners VI, LLP Tax Identification No. 41-1893243 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 4,188,069 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 4,188,069 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,188,069 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8% 12) TYPE OF REPORTING PERSON* PA CUSIP NO. 815704101 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 4,235,839 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 4,235,839 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,235,839 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9% 12) TYPE OF REPORTING PERSON* IN CUSIP NO. 815704101 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 4,212,583 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 4,212,583 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,212,583 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9% 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: SeeBeyond Technology Corporation Item 1(b) Address of Issuer's Principal Executive Offices: 404 East Huntington Drive Monrovia, CA 91016-3633 Item 2(a) Name of Person Filing: 1. Norwest Venture Partners VI, LP 2. Itasca VC Partners VI, LLP 3. George J. Still, Jr. 5. John P. Whaley Item 2(b) Address of Principal Business Office: 1. Norwest Venture Partners VI, LP 525 University Avenue, Suite 800 Palo Alto, CA 94301 2. Itasca VC Partners VI, LLP 525 University Avenue, Suite 800 Palo Alto, CA 94301 3. George J. Still, Jr. c/o Norwest Venture Partners 525 University Avenue, Suite 800 Palo Alto, CA 94301 4. John P. Whaley 3600 IDS Center 80 South Eighth Street Minneapolis, MN 55402 This statement is filed by Norwest Venture Partners VI, LP on behalf of all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Venture Partners VI, LP is a Minnesota limited partnership. Itasca VC Partners VI, LLP, a Minnesota limited liability partnership, is the general partner of Norwest Venture Partners VI, LP. George J. Still, Jr. is the managing partner and John P. Whaley is the managing administrative partner of Itasca VC Partners VI. Item 2(c) Citizenship: 1. Norwest Venture Partners VI, LP: Minnesota limited partnership 2. Itasca VC Partners VI, LLP: Minnesota limited liability partnership 3. George J. Still, Jr.: United States 4. John P. Whaley: United States Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 815704101 Item 3 Not Applicable Item 4 Ownership: (1) Norwest Venture Partners VI, L.P ("NVP VI"): At December 31, 2001, NVP VI owned of record 4,188,069 shares of common stock. This amount represents 5.8% of the Issuer's total number of shares of common stock outstanding at that date. (2) Itasca VC Partners VI, LLP ("Itasca VC Partners VI"): At December 31, 2001, Itasca VC Partners VI owned 4,188,069 shares of common stock by virtue of its status as the general partner of NVP VI, the record owner of such shares. This amount represents 5.8% of the Issuer's total number of shares of common stock outstanding at that date. (3) George J. Still, Jr.: At December 31, 2001, George J. Still, Jr. was deemed to own 4,235,839 shares of common stock, which includes 4,188,069 shares of common stock that he may be deemed to beneficially own by virtue of his status as a managing partner of Itasca VC Partners VI, the general partner of NVP VI, the record owner of such shares, and an additional 29,928 shares Mr. Still may be deemed to beneficially own indirectly, as well as an additional 17,842 shares held by Mr. Still directly. This amount represents 5.9% of the Issuer's total number of shares of common stock outstanding at that date. (4) John P. Whaley: At December 31, 2001, John P. Whaley was deemed to own 4,212,583 shares of common stock, which includes 4,188,069 shares shares of common stock that he may be deemed to beneficially own by virtue of his status as the managing administrative partner of Itasca VC Partners VI, the general partner of NVP VI, the record owner of such shares, and an additional 19,743 shares Mr. Whaley may be deemed to beneficially own indirectly, as well as an additional 4,771 shares held by Mr. Whaley directly. This amount represents 5.9% of the Issuer's total number of 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 VENTURE PARTNERS VI, LP By ITASCA VC PARTNERS VI LLP, as general partner By: /s/ George J. Still, Jr. George J. Still, Jr., An Authorized General Partner -----END PRIVACY-ENHANCED MESSAGE-----