-----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, A421/hU2JbEfVtcO2JCXfPav7ro1zQM8b8FLuJxGCU0IH0pmGJ5gn+EtireTwvAv IOZMkzhGg7TAy6yjj9GxVw== /in/edgar/work/20000726/0001104191-00-000002/0001104191-00-000002.txt : 20000921 0001104191-00-000002.hdr.sgml : 20000921 ACCESSION NUMBER: 0001104191-00-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000725 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOFTWARE TECHNOLOGIES CORP/ CENTRAL INDEX KEY: 0001106842 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 954249153 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-59357 FILM NUMBER: 678747 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST VENTURE PARTNERS VI CENTRAL INDEX KEY: 0001104191 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 411893240 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2800 PIPER JAFFRAY TOWER STREET 2: 222 SOUTH NINTH ST MAC N9304-280 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6126671650 MAIL ADDRESS: STREET 1: N2800 PIPER JAFFRAY TOWER STREET 2: 222 SOUTH NINTH ST MAC N9304-280 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13G 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Software Technologies Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 834040 10 7 (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. 834040 10 7 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 7,188,071 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 7,188,071 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,188,071 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.4% 12) TYPE OF REPORTING PERSON* PA 13G CUSIP NO. 834040 10 7 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 7,188,071 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 7,188,071 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,188,071 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.4% 12) TYPE OF REPORTING PERSON* PA CUSIP NO. 834040 10 7 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 7,188,071 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 7,188,071 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,188,071 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.4% 12) TYPE OF REPORTING PERSON* IN CUSIP NO. 834040 10 7 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 7,188,071 BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 0 EACH (7) SOLE DISPOSITIVE POWER REPORTING 7,188,071 PERSON (8) SHARED DISPOSITIVE POWER WITH 0 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,188,071 10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.4% 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 Item 1(a) Name of Issuer: Software Technologies 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. 4. John P. Whaley Item 2(b) Address of Principal Business Office: 1. Norwest Venture Partners, VI, LP c/o Norwest Venture Partners 245 Lytton Avenue, Suite 250 Palo Alto, CA 94301 2. Itasca VC Partners, VI, LLP c/o Norwest Venture Partners 245 Lytton Avenue, Suite 250 Palo Alto, CA 94301 3. George J. Still, Jr. 3600 IDS Center 80 South Eighth Street Minneapolis, MN 55402 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: Minnesota limited partnership 2. Itasca VC Partners VI: 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: 834040 10 7 Item 3 Not Applicable Item 4 Ownership: (1) Norwest Venture Partners VI, LP ("NVP VI"): At May 31, 2000, NVP VI owned of record 7,188,071 shares of common stock. This amount represented 10.4% of the Issuer's total shares of common stock outstanding at that date. (2) Itasca VC Partners VI, LLP ("Itasca VC VI"): At December 31, 1999, Itasca VC VI owned 7,188,071 shares of common stock by virtue of its status as the general partner of NVP VI, the record owner of such shares. This amount represented 10.4% of the Issuer's total shares of common stock outstanding at that date. (3) George J. Still, Jr.: At May 31, 2000, George J. Still, Jr. was deemed to own 7,188,071 shares of common stock 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. This amount represented 10.4% of the Issuer's total shares of common stock outstanding at that date. (4) John P. Whaley: At May 31, 2000, John P. Whaley was deemed to own 7,188,071 shares of common stock by virtue of his status as a managing administrative partner of Itasca VC Partners VI, the general partner of NVP VI, the record owner of such shares. This amount represented 10.4% 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: July 18, 2000 NORWEST VENTURE PARTNERS, VI, LP By ITASCA VC PARTNERS VI, LLP, as general partner By: /s/ John P. Whaley John P. Whaley, As Managing Administrative Partner AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is attached shall be filed by Norwest Venture Partners VI, LP on its own behalf and on behalf of (a) Itasca VC Partners VI, LLP, a Minnesota limited liability partnership whose general partner is George J. Still, Jr., and whose managing administrative partner is John P. Whaley. Dated: July 18, 2000 NORWEST VENTURE PARTNERS VI, LP By ITASCA VC PARTNERS VI, LLP /s/ John P. Whaley John P. Whaley, As Managing Administrative Partner ITASCA VC PARTNERS VI, LLP /s/ John P. Whaley John P. Whaley, As Managing Administrative Partner /s/ John P. Whaley John P. Whaley /s/ John P. Whaley John P. Whaley, Attorney-in-Fact George J. Still, Jr. -----END PRIVACY-ENHANCED MESSAGE-----