sc13g

0000950134-08-022984.txt : 20081231 0000950134-08-022984.hdr.sgml : 20081231 20081231172710 ACCESSION NUMBER: 0000950134-08-022984 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081231 DATE AS OF CHANGE: 20081231 GROUP MEMBERS: MERCURY FUND VIII, LTD. GROUP MEMBERS: MERCURY MANAGEMENT, L.L.C. GROUP MEMBERS: MERCURY VENTURES II, LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWE KEVIN C CENTRAL INDEX KEY: 0001209253 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2707 HIBERNIA CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 214 522 7909 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IBSG INTERNATIONAL INC CENTRAL INDEX KEY: 0001031905 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 650705328 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84396 FILM NUMBER: 081279455 BUSINESS ADDRESS: STREET 1: 1132 CELEBRATION BLVD. CITY: CELEBRATION STATE: FL ZIP: 34747 BUSINESS PHONE: 321 939 6321 MAIL ADDRESS: STREET 1: 1132 CELEBRATION BLVD. CITY: CELEBRATION STATE: FL ZIP: 34747 FORMER COMPANY: FORMER CONFORMED NAME: OPTICAL CONCEPTS OF AMERICA INC DATE OF NAME CHANGE: 20000204 SC 13G 1 d65725sc13g.htm SCHEDULE 13G sc13g

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Under the Securities Exchange Act of 1934
(Amendment No. ___)*

IBSG INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

449236207
(CUSIP Number)

December 20, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
þ Rule 13d-1(c)
o 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, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No.		449236207		Page		2		of		10


1	NAME OF REPORTING PERSON I. R. S. Identification No. of Above Person (entities only) Mercury Fund VIII, Ltd. I.R.S. Identification No. 26-1440289


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			808,000⁽¹⁾

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			808,000⁽¹⁾

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	808,000⁽¹⁾

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.48%⁽²⁾

12	TYPE OF REPORTING PERSON*

	PN

⁽¹⁾ Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II, Ltd. (“Mercury Ventures II”), which is the General Partner of Mercury Fund VIII, Ltd. (“Mercury VIII”).

⁽²⁾ Assumes a total of 12,476,538 shares of common stock (the “Common Stock”) outstanding based on IBSG International, Inc.’s (“IBSG”) Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14, 2008.


CUSIP No.		449236207		Page		3		of		10


1	I. R. S. Identification No. of Above Person (entities only) Mercury Ventures II, Ltd. I.R.S. Identification No. 20-4736567


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			808,000⁽¹⁾

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			808,000⁽¹⁾

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	808,000⁽¹⁾

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.48%⁽²⁾

12	TYPE OF REPORTING PERSON*

	PN

⁽¹⁾ Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II, which is the General Partner of Mercury VIII.

⁽²⁾ Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14, 2008.


CUSIP No.		449236207		Page		4		of		10


1	NAME OF REPORTING PERSON I. R. S. Identification No. of Above Person (entities only) Mercury Management, L.L.C. I.R.S. Identification No. 75-2796232


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			808,000⁽¹⁾

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			808,000⁽¹⁾

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	808,000⁽¹⁾

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.48%⁽²⁾

12	TYPE OF REPORTING PERSON*

	OO

⁽¹⁾ Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II. Mercury Ventures II is the General Partner of Mercury VIII.

⁽²⁾ Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14, 2008.


CUSIP No.		449236207		Page		5		of		10


1	NAME OF REPORTING PERSON I. R. S. Identification No. of Above Person (entities only) Kevin C. Howe


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			808,000⁽¹⁾

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			808,000⁽¹⁾

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	808,000⁽¹⁾

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.48%⁽²⁾

12	TYPE OF REPORTING PERSON*

	IN

⁽²⁾ Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14, 2008.

*SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No. 449236207		Page 6 of 10

Introduction

Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, Mercury Fund VIII, Ltd. (“Mercury VIII”), Mercury Ventures II, Ltd. (“Mercury Ventures II”), Mercury Management, L.L.C. (“Mercury Management”) and Kevin C. Howe (“Mr. Howe”) are making this joint filing on Schedule 13G.


Item 1(a).		Name of Issuer:

IBSG International, Inc., a Florida corporation


Item 1(b).		Address of Issuer’s Principal Executive Offices:

1132 Celebration Blvd., Celebration, Florida 34747


Item 2(a).		Name of Person Filing:

Mercury Fund VIII, Ltd.

Mercury Ventures II, Ltd.

Mercury Management, L.L.C.

Kevin C. Howe


Item 2(b).		Address of Principal Business Office or, if None, Residence:

The principal business office of Mercury VIII, Mercury Ventures II, Mercury Management and Mr. Howe is 501 Park Lake Drive, McKinney, Texas 75070.


Item 2(c).		Citizenship:

Mercury VIII’s place of organization is Texas

Mercury Ventures II’s place of organization is Texas

Mercury Management’s place of organization is Texas

Mr. Howe is a citizen of the United States


Item 2(d).		Title of Class of Securities:

Common stock, $0.001 par value per share (the “Common Stock”)


Item 2(e).		CUSIP Number:

449236207


Item 3.		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable.



CUSIP No. 449236207		Page 7 of 10


Item 4.		Ownership:

Mercury VIII


(a) Amount beneficially owned:	808,000	⁽¹⁾
(b) Percent of class:	6.48	%⁽²⁾
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote	808,000	⁽¹⁾
(ii) Shared power to vote or direct the vote	-0-
(iii) Sole power to dispose or to direct the disposition of	808,000	⁽¹⁾
(iv) Shared power to dispose or to direct the disposition of	-0-


⁽¹⁾		Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II, which is the General Partner of Mercury VIII.

⁽²⁾		Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14, 2008.

Mercury Ventures II


(a) Amount beneficially owned:	808,000	⁽¹⁾
(b) Percent of class:	6.48	%⁽²⁾
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote	808,000	⁽¹⁾
(ii) Shared power to vote or direct the vote	-0-
(iii) Sole power to dispose or to direct the disposition of	808,000	⁽¹⁾
(iv) Shared power to dispose or to direct the disposition of	-0-


⁽¹⁾		Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II, which is the General Partner of Mercury VIII.

⁽²⁾		Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14, 2008.

Mercury Management


(a) Amount beneficially owned:	808,000	⁽¹⁾
(b) Percent of class:	6.48	%⁽²⁾
(c) Number of shares as to which the person has:



CUSIP No. 449236207		Page 8 of 10


(i) Sole power to vote or direct the vote	808,000	⁽¹⁾
(ii) Shared power to vote or direct the vote	-0-
(iii) Sole power to dispose or to direct the disposition of	808,000	⁽¹⁾
(iv) Shared power to dispose or to direct the disposition of	-0-


⁽¹⁾		Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II. Mercury Ventures II is the General Partner of Mercury VIII.

⁽²⁾		Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14, 2008.

Mr. Howe


(a) Amount beneficially owned:	808,000	⁽¹⁾
(b) Percent of class:	6.48	%⁽²⁾
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote	808,000	⁽¹⁾
(ii) Shared power to vote or direct the vote	-0-
(iii) Sole power to dispose or to direct the disposition of	808,000	⁽¹⁾
(iv) Shared power to dispose or to direct the disposition of	-0-


⁽¹⁾		Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II. Mercury Ventures II is the General Partner of Mercury VIII.

⁽²⁾		Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14, 2008.


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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ]

Not Applicable.


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



CUSIP No. 449236207		Page 9 of 10


Item 8.		Identification and Classification of Members of the Group:

The following lists each member of the group filing this Schedule 13G pursuant to Rule 13d-1(c):

Mercury Fund VIII, Ltd.

Mercury Ventures II, Ltd.

Mercury Management, L.L.C.

Kevin C. Howe


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 not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Remainder of Page Intentionally Left Blank]



CUSIP No. 449236207		Page 10 of 10

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.


December 31, 2008	MERCURY FUND VIII, LTD.

	By:	MERCURY VENTURES II, LTD.
		General Partner

	By:	MERCURY MANAGEMENT, L.L.C.
		General Partner

		By:	/s/ Kevin C. Howe

		Name:	Kevin C. Howe
		Title:	Manager

December 31, 2008	MERCURY VENTURES II, LTD.

	By:	MERCURY MANAGEMENT, L.L.C.
		General Partner

	By:	/s/ Kevin C. Howe

	Name:	Kevin C. Howe
	Title:	Manager

December 31, 2008	MERCURY MANAGEMENT, L.L.C.

	By:	/s/ Kevin C. Howe

		Name: Kevin C. Howe
		Title: Manager

December 31, 2008		/s/ Kevin C. Howe

		Name: Kevin C. Howe

EXHIBIT A
JOINT FILING AGREEMENT

EX-99.A 2 d65725exv99wa.htm EX-A exv99wa

SCHEDULE 13G
JOINT FILING AGREEMENT

This Agreement is dated as of December 31, 2008 by and among Mercury Fund VIII, Ltd., (“Mercury VIII”), Mercury Ventures II, Ltd. (“Mercury Ventures II”), Mercury Management, L.L.C. (“Mercury Management”) and Kevin C. Howe (“Mr. Howe”).

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 “Act”), 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 Schedule 13G (the “Schedule 13G”) with respect to IBSG International, Inc., a Florida corporation, to which this Agreement is attached as Exhibit A is filed on behalf of Mercury VIII, Mercury Ventures II, Mercury Management and Mr. Howe. Mercury VIII, Mercury Ventures II and Mercury Management hereby authorize Mr. Howe to file the Schedule 13G on their behalf.

2. Each of Mercury VIII, Mercury Ventures II, Mercury Management and Mr. Howe 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 Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written.


MERCURY FUND VIII, LTD.

By:	MERCURY VENTURES II, LTD.
	General Partner

	By:	MERCURY MANAGEMENT, L.L.C.
		General Partner

		By:	/s/ Kevin C. Howe

		Name:	Kevin C. Howe
		Title:	Manager

MERCURY VENTURES II, LTD.

By:	MERCURY MANAGEMENT, L.L.C.
	General Partner

	By:	/s/ Kevin C. Howe

	Name:	Kevin C. Howe
	Title:	Manager

MERCURY MANAGEMENT, L.L.C.

By:	/s/ Kevin C. Howe

Name:	Kevin C. Howe
Title:	Manager

/s/ Kevin C. Howe

Name: Kevin C. Howe