-----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, TZEa1PQdrMj7/kotnXRGDDkj5VEWwAG1fFCwtzNuhH3H6NfWTFoeTmOhx1WIFcTM 7V5XtCNfBYDhUQRoDKqr0Q== 0001047469-03-005572.txt : 20030214 0001047469-03-005572.hdr.sgml : 20030214 20030214142059 ACCESSION NUMBER: 0001047469-03-005572 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISTACARE INC CENTRAL INDEX KEY: 0000787030 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 061521534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78642 FILM NUMBER: 03566183 BUSINESS ADDRESS: STREET 1: 8125 N HAYDEN ROAD STREET 2: SUITE 300 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4806484545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BESSEMER VENTURE PARTNERS III LP CENTRAL INDEX KEY: 0001007470 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1025 STREET 2: 1025 OLD COUNTRY ROAD, SUITE 205 CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5169972300 MAIL ADDRESS: STREET 1: 1025 OLD COUNTRY ROAD SUITE 205 CITY: WESTBURY STATE: NY ZIP: 11590 SC 13G 1 a2103517zsc13g.txt FORM 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 13d-2 (b) (Amendment No. ____)* VISTACARE, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 92839Y109 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2002 - -------------------------------------------------------------------------------- (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 disclosures provided in a prior cover page. The 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). (Continued on following pages) Page 1 of 16 Pages Exhibit Index on Page 14 CUSIP NO. 92839Y109 13 G Page 2 of 16 Pages 1 NAME OF REPORTING PERSON BESSEMER VENTURE PARTNERS III L.P. ("BVP III") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 1,782,064 shares, except that Deer III & Co., LLC SHARES ("Deer III"), the general partner of BVP III, may be BENEFICIALLY deemed to have sole power to vote these shares, and OWNED BY EACH Robert H. Buescher ("Buescher"), William T. Burgin REPORTING ("Burgin"), David J. Cowan ("Cowan"), Christopher F. O. PERSON WITH Gabrieli ("Gabrieli") and G. Felda Hardymon ("Hardymon"), the managers of Deer III, may be deemed to have shared power to vote these shares. 6 SHARED VOTING POWER See response to row 5. 7 SOLE DISPOSITIVE POWER 1,782,064 shares, except that Deer III, the general partner of BVP III, may be deemed to have sole power to dispose of these shares, and Buescher, Burgin, Cowan, Gabrieli and Hardymon, the managers of Deer III, may be deemed to have shared power to dispose of these shares. 8 SHARED DISPOSITIVE POWER See response to row 7. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,782,064 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.53% 12 TYPE OF REPORTING PERSON PN CUSIP NO. 92839Y109 13 G Page 3 of 16 Pages 1 NAME OF REPORTING PERSON BVP III SPECIAL SITUATIONS, L.P. ("BVP III SS") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 42,060 shares, except that Deer III, the general partner SHARES of BVP III SS, may be deemed to have sole power to vote BENEFICIALLY these shares, and Buescher, Burgin, Cowan, Gabrieli and OWNED BY EACH Hardymon, the managers of Deer III, may be deemed to have REPORTING shared power to vote these shares. PERSON WITH 6 SHARED VOTING POWER See response to row 5. 7 SOLE DISPOSITIVE POWER 42,060 shares, except that Deer III, the general partner of BVP III SS, may be deemed to have sole power to dispose of these shares, and Buescher, Burgin, Cowan, Gabrieli and Hardymon, the managers of Deer III, may be deemed to have shared power to dispose of these shares. 8 SHARED DISPOSITIVE POWER See response to row 7. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,060 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Less than 1% 12 TYPE OF REPORTING PERSON PN CUSIP NO. 92839Y109 13 G Page 4 of 16 Pages 1 NAME OF REPORTING PERSON DEER III & CO. LLC ("DEER III") 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 1,824,124 shares, of which 1,782,064 are directly owned by SHARES BVP III and 42,060 are directly owned by BVP III SS. BENEFICIALLY Deer III, the general partner of BVP III and BVP III SS, OWNED BY EACH may be deemed to have sole power to vote these shares, and REPORTING Buescher, Burgin, Cowan, Gabrieli and Hardymon, the PERSON WITH managers of Deer III, may be deemed to have shared power to vote these shares. 6 SHARED VOTING POWER See response to row 5. 7 SOLE DISPOSITIVE POWER 1,824,124 shares, of which 1,782,064 are directly owned by BVP III and 42,060 are directly owned by BVP III SS. Deer III, the general partner of BVP III and BVP III SS, may be deemed to have sole power to dispose of these shares, and Buescher, Burgin, Cowan, Gabrieli and Hardymon, the managers of Deer III, may be deemed to have shared power to dispose of these shares. 8 SHARED DISPOSITIVE POWER See response to row 7. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,824,124 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.80% 12 TYPE OF REPORTING PERSON OO CUSIP NO. 92839Y109 13 G Page 5 of 16 Pages 1 NAME OF REPORTING PERSON ROBERT H. BUESCHER 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 7,785 shares. SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 1,824,124 shares, as Buescher is a manager of Deer III and REPORTING may be deemed to have shared power to vote these shares. PERSON WITH 7 SOLE DISPOSITIVE POWER 7,785 shares. 8 SHARED DISPOSITIVE POWER 1,824,124 shares, as Buescher is a manager of Deer III and may be deemed to have shared power to dispose of these shares. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,831,909 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.85% 12 TYPE OF REPORTING PERSON IN CUSIP NO. 92839Y109 13 G Page 6 of 16 Pages 1 NAME OF REPORTING PERSON WILLIAM T. BURGIN 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 78,465 shares. SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 1,824,124 shares, as Burgin is a manager of Deer III and REPORTING may be deemed to have shared power to vote these shares. PERSON WITH 7 SOLE DISPOSITIVE POWER 78,465 shares. 8 SHARED DISPOSITIVE POWER 1,824,124 shares, as Burgin is a manager of Deer III and may be deemed to have shared power to dispose of these shares. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,902,589 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.31% 12 TYPE OF REPORTING PERSON IN CUSIP NO. 92839Y109 13 G Page 7 of 16 Pages 1 NAME OF REPORTING PERSON DAVID J. COWAN 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 6,671 shares. SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 1,824,124 shares, as Cowan is a manager of Deer III and REPORTING may be deemed to have shared power to vote these shares. PERSON WITH 7 SOLE DISPOSITIVE POWER 6,671 shares. 8 SHARED DISPOSITIVE POWER 1,824,124 shares, as Cowan is a manager of Deer III and may be deemed to have shared power to dispose of these shares. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,830,795 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.84% 12 TYPE OF REPORTING PERSON IN CUSIP NO. 92839Y109 13 G Page 8 of 16 Pages 1 NAME OF REPORTING PERSON CHRISTOPHER F. O. GABRIELI 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 117,686 shares. SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 1,824,124 shares, as Gabrieli is a manager of Deer III and REPORTING may be deemed to have shared power to vote these shares. PERSON WITH 7 SOLE DISPOSITIVE POWER 117,686 shares. 8 SHARED DISPOSITIVE POWER 1,824,124 shares, as Gabrieli is a manager of Deer III and may be deemed to have shared power to dispose of these shares. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,941,810 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.56% 12 TYPE OF REPORTING PERSON IN CUSIP NO. 92839Y109 13 G Page 9 of 16 Pages 1 NAME OF REPORTING PERSON G. FELDA HARDYMON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 38,905 shares. SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 1,824,124 shares, as Hardymon is a manager of Deer III and REPORTING may be deemed to have shared power to vote these shares. PERSON WITH 7 SOLE DISPOSITIVE POWER 38,905 shares. 8 SHARED DISPOSITIVE POWER 1,824,124 shares, as Hardymon is a manager of Deer III and may be deemed to have shared power to dispose of these shares. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,863,029 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.05% 12 TYPE OF REPORTING PERSON IN CUSIP NO. 92839Y109 13 G Page 10 of 16 Pages ITEM 1(a). NAME OF ISSUER: VistaCare, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 8125 North Hayden Road, Suite 300 Scottsdale, Arizona 85258 ITEM 2. (a), (b) and (c) Name of Person Filing, Address of Principal Business Office and Citizenship: This statement is filed by Bessemer Venture Partners III L.P. ("BVP III"), a Delaware limited partnership, and BVP III Special Situations, L.P. ("BVP III SS"), a Delaware limited partnership. The principal business office for BVP III and BVP III SS is at 1865 Palmer Avenue, Suite 104, Larchmont, New York, 10538. This statement is also filed (i) by Deer III & Co. LLC, a Delaware limited liability company ("Deer III"), the general partner of BVP III and BVP III SS and (ii) by Robert H. Buescher, William T. Burgin, David J. Cowan, Christopher F.O. Gabrieli and G. Felda Hardymon, who are all United States citizens and managers of Deer III. Deer III has its principal office at 1865 Palmer Avenue, Suite 104, Larchmont, New York, 10538. Mr. Cowan's principal business address is 535 Middlefield Road, Suite 245, Menlo Park, CA, 94025. Mr. Buescher's principal business address is the Larchmont address. The principal business address for the other members is 83 Walnut Street, Wellesley Hills, Massachusetts 02181-2101. BVP III and BVP III SS, together with the foregoing entities and individuals, are collectively referred to as the "Reporting Persons." This Schedule 13G shall not be construed as an admission that any Reporting Person is, either for purposes of Section 13(d) or 13(g) of the Act or for other purposes, the beneficial owner of any Class A Common Stock disclosed in this Schedule 13G. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Class A Common Stock, par value $0.01 ITEM 2(e). CUSIP NUMBER: 92839Y109 ITEM 3. Not Applicable ITEM 4. OWNERSHIP: The following information with respect to the ownership of the Class A Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2002: (a) AMOUNT BENEFICIALLY OWNED: See Row 9 of the cover page for each Reporting Person. CUSIP NO. 92839Y109 13 G Page 11 of 16 Pages (b) PERCENT OF CLASS: See Row 11 of the cover page for each Reporting Person. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: See Row 5 of the cover page for each Reporting Person. (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: See Row 6 of the cover page for each Reporting Person. (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: See Row 7 of the cover page for each Reporting Person. (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: See Row 8 of the cover page for each Reporting Person. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: 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. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: This Schedule 13G is being filed jointly pursuant to Rule 13d-1(k). As a result of the relationship among the Reporting Persons described herein, some or all of the Reporting Persons may be deemed to comprise a group within the meaning of Section 13 and the Rules promulgated thereunder. However, the Reporting Persons deny such group status. ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable ITEM 10. CERTIFICATION: Not applicable MATERIAL TO BE FILED AS EXHIBITS Exhibit A - Agreement of Joint Filing dated as of February 14, 2003. Page 12 of 16 Pages SIGNATURES 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 14, 2003 BESSEMER VENTURE PARTNERS III L.P. By: Deer III & Co. LLC, General Partner By: /s/ J. Edmund Colloton ----------------------------------- J. Edmund Colloton Authorized Officer BVP III SPECIAL SITUATIONS L.P. By: Deer III & Co. LLC, General Partner By: /s/ J. Edmund Colloton ----------------------------------- J. Edmund Colloton Authorized Officer DEER III & Co. LLC By: /s/ J. Edmund Colloton ----------------------------------- J. Edmund Colloton Authorized Officer ROBERT H. BUESCHER By: * ----------------------------------- J. Edmund Colloton Attorney-in-Fact WILLIAM T. BURGIN By: * ----------------------------------- J. Edmund Colloton Attorney-in-Fact DAVID J. COWAN By: * ----------------------------------- J. Edmund Colloton Attorney-in-Fact Page 13 of 16 Pages CHRISTOPHER F. O. GABRIELI By: * ----------------------------------- J. Edmund Colloton Attorney-in-Fact G. FELDA HARDYMON By: * ----------------------------------- J. Edmund Colloton Attorney-in-Fact *Signed pursuant to a Statement Appointing Designated Filer and Authorized Signatories, dated February 14, 2002 (the "Statement of Designation") and filed with the SEC on February 14, 2002 as an exhibit to the Form 13G for Telocity Delaware, Inc., filed by Bessemer Venture Partners IV, L.P., which Statement of Designation is incorporated by reference herein. Page 14 of 16 Pages EXHIBIT INDEX
Found on Sequentially Exhibit Numbered Page - ------- ------------- Exhibit A: Agreement of Joint Filing 15
Page 15 of 16 Pages EXHIBIT A AGREEMENT OF JOINT FILING The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of VistaCare, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G (or any amendment thereto). This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Date: February 14, 2003 BESSEMER VENTURE PARTNERS III L.P. By: Deer III & Co. LLC, General Partner By: /s/ J. Edmund Colloton ----------------------------------- J. Edmund Colloton Authorized Officer BVP III SPECIAL SITUATIONS L.P. By: Deer III & Co. LLC, General Partner By: /s/ J. Edmund Colloton ----------------------------------- J. Edmund Colloton Authorized Officer DEER III & Co. LLC By: /s/ J. Edmund Colloton ----------------------------------- J. Edmund Colloton Authorized Officer ROBERT H. BUESCHER By: * ----------------------------------- J. Edmund Colloton Attorney-in-Fact WILLIAM T. BURGIN By: * ----------------------------------- J. Edmund Colloton Attorney-in-Fact DAVID J. COWAN By: * ----------------------------------- J. Edmund Colloton Attorney-in-Fact Page 16 of 16 Pages CHRISTOPHER F. O. GABRIELI By: * ----------------------------------- J. Edmund Colloton Attorney-in-Fact G. FELDA HARDYMON By: * ----------------------------------- J. Edmund Colloton Attorney-in-Fact * Signed pursuant to a Statement Appointing Designated Filer and Authorized Signatories, dated February 14, 2002 (the "Statement of Designation") and filed with the SEC on February 14, 2002 as an exhibit to the Form 13G for Telocity Delaware, Inc., filed by Bessemer Venture Partners IV, L.P., which Statement of Designation is incorporated by reference herein. -----END PRIVACY-ENHANCED MESSAGE-----