-----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, LRVN03Ro7OQvguxRkAM1fTbTpTKh9ttAeUR8k3P+hxEhfr6+kvXF/Po2y1emsEBc 2v8T6iCXswwOyzNJBZanjA== 0000950136-06-008494.txt : 20061011 0000950136-06-008494.hdr.sgml : 20061011 20061011140314 ACCESSION NUMBER: 0000950136-06-008494 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061011 DATE AS OF CHANGE: 20061011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APAX MANAGERS INC CENTRAL INDEX KEY: 0001259036 IRS NUMBER: 133782791 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WiderThan Co., Ltd. CENTRAL INDEX KEY: 0001342167 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: M5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81250 FILM NUMBER: 061139771 BUSINESS ADDRESS: STREET 1: 17F, K1 REIT BUILDING, 463, STREET 2: CHUNGJEONG-RO 3-GA, SEODAEMUN-GU CITY: SEOUL STATE: M5 ZIP: 120-709 BUSINESS PHONE: 82-2-2014-5114 MAIL ADDRESS: STREET 1: 17F, K1 REIT BUILDING, 463, STREET 2: CHUNGJEONG-RO 3-GA, SEODAEMUN-GU CITY: SEOUL STATE: M5 ZIP: 120-709 SC 13G/A 1 file1.htm




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)*



                               WIDERTHAN CO., LTD.
    -------------------------------------------------------------------------
                                (Name of Issuer)

                                  COMMON SHARES
    -------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    967593104
    -------------------------------------------------------------------------
                                 (CUSIP Number)

                                DECEMBER 31, 2005
    -------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


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).

                                       1




1.  NAMES OF REPORTING PERSONS
          IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                   Apax Managers, Inc.
- --------------------------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)  (a)[  ]
                                                                         (b)[  ]
- --------------------------------------------------------------------------------
3.  SEC USE ONLY
- --------------------------------------------------------------------------------
4.  CITIZENSHIP OR PLACE OF ORGANIZATION New York
- --------------------------------------------------------------------------------
                  5. SOLE VOTING POWER
   NUMBER OF            1,000,000*
    SHARES        --------------------------------------------------------------
 BENEFICIALLY     6. SHARED VOTING POWER
   OWNED BY             0
     EACH         --------------------------------------------------------------
   REPORTING      7. SOLE DISPOSITIVE POWER
 PERSON WITH            1,000,000*
                  --------------------------------------------------------------
                  8. SHARED DISPOSITIVE POWER
                        0
- --------------------------------------------------------------------------------
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                    1,000,000*
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES        [  ]
    (See Instructions)
           N/A
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                    5.0%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (See Instructions)
                    CO
- --------------------------------------------------------------------------------

*See Rider A

                                       2




This Amendment No. 1 (the "Amendment No. 1") amends and supplements the Schedule
13G as originally filed on March 2, 2006 (as so amended, the "Schedule 13G") by
Apax Managers, Inc. The purpose of this Amendment No. 1 is to update Rider A
which sets forth the ownership of shares of WiderThan Co., Ltd.

Item 1.        (a)  Name of Issuer:
                        WiderThan Co., Ltd.

               (b)  Address of Issuer's Principal Executive Offices:
                        17F, K1 REIT Building 463 Chungjeong-Ro 3-Ga
                        Seodaemun-Gu Seoul, 120-709, Korea

Item 2.        (a)  Name of Person Filing:
                        Apax Managers, Inc.

               (b)  Address of Principal Business Office or, if none, Residence:
                        445 Park Avenue, 11th Floor
                        New York, NY 10022

               (c)  Citizenship:
                        New York

               (d)  Title of Class of Securities:
                        Common Shares

               (e)  CUSIP Number:
                        967593104

Item 3.        If this statement is filed pursuant to ss.ss.240.13d-1(b) or
               240.13d-2(b) or (c), check whether the person filing is a:

               (a) [ ] Broker or dealer registered under Section 15 of the Act.
               (b) [ ] Bank as defined in Section 3(a)(6) of the Act.
               (c) [ ] Insurance company as defined in Section 3(a)(19) of the
                   Act.
               (d) [ ] Investment company registered under Section 8 of the
                   Investment Company Act of 1940.
               (e) [ ] An investment adviser in accordance with
                   ss.240.13d-1(b)(1)(ii)(E).
               (f) [ ] An employee benefit plan or endowment fund in accordance
                   with ss.240.13d-1(b)(1)(ii)(F).
               (g) [ ] A parent holding company or control person in accordance
                   with ss.240.13d-1(b)(1)(ii)(G).
               (h) [ ] A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act.
               (i) [ ] A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the Investment
                   Company Act of 1940.
               (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

Item 4.        Ownership.

               (a) Amount beneficially owned: 1,000,000

               (b) Percent of class: 5.0

               (c) Number of shares as to which the person has: (i) Sole power
                   to vote or to direct the vote 1,000,000 (ii) Shared power to
                   vote or to direct the vote 0 (iii) Sole power to dispose or
                   to direct the disposition of 1,000,000 (iv) Shared power to
                   dispose or to direct the disposition of 0

               *See Rider A

                                       3



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 or Control Person.
               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.
               Not applicable.

                                      4




                                    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.

October 11, 2006                     /s/  Chris Reilly
- ----------------                     -------------------------------------------
(Date)                               (Signature)

                                     Chris Reilly/Vice President, Apax Managers,
                                     Inc.
                                     -------------------------------------------
                                     (Name/Title)

The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)

                                       5




                                     Rider A

WTC Investment BVBA, a Belgian private limited company ("WTC BVBA"), is the
holder of record of the 1,000,000 shares of WiderThan Co., Ltd. for which this
Schedule 13G is being filed. WTC Investment LLC, a Delaware limited liability
company ("WTC LLC"), and WTC Investment S.ar.l, a Luxembourg private limited
liability company ("WTC S.ar.l"), own 0.28% and 99.72%, respectively, of WTC
BVBA. WTC LLC is the sole shareholder in WTC S.ar.l. Apax Excelsior VI, L.P., a
Delaware limited partnership ("Excelsior VI"), Apax Excelsior VI-A C.V., a
limited partnership organized under the laws of the Netherlands ("Excelsior
VI-A"), Apax Excelsior VI-B C.V., a limited partnership organized under the laws
of the Netherlands ("Excelsior VI-B"), and Patricof Private Investment Club III,
L.P., a Delaware limited partnership ("PPIC III"), each own 85.45%, 6.98%, 4.65%
and 2.92%, respectively, of WTC LLC.

Apax Managers, Inc. ("Apax") is the general partner of Apax Excelsior VI
Partners, L.P., the general partner of each of Excelsior VI, Excelsior VI-A,
Excelsior VI-B, and PPIC III. Therefore, Apax has voting and dispositive power
with respect to, and is the beneficial owner of, an aggregate of 1,000,000
common shares of WiderThan Co., Ltd.

                                       6

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