-----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, CM9sIAbnNyy2VIMK1ZnSiA/wNsWZuZiJ/RzB39ShRXoNdBqT7F9wZ90SsNSLnadn QViPcr+BDT9m2HdMBFYINQ== 0001032210-00-000328.txt : 20000225 0001032210-00-000328.hdr.sgml : 20000225 ACCESSION NUMBER: 0001032210-00-000328 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000224 GROUP MEMBERS: AARON SINGLETON GROUP MEMBERS: JOHN E. MCCAW, JR. GROUP MEMBERS: ORCA BAY CAPITAL CORPORATION GROUP MEMBERS: ORCA BAY PARTNERS, L.L.C. GROUP MEMBERS: ROSS CHAPIN GROUP MEMBERS: STANLEY MCCAMMON GROUP MEMBERS: TAHOMA FUND LLC GROUP MEMBERS: TIM AND ALEXA CARVER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEATTLE FILMWORKS INC CENTRAL INDEX KEY: 0000791050 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PHOTOFINISHING LABORATORIES [7384] IRS NUMBER: 910964899 STATE OF INCORPORATION: WA FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-38934 FILM NUMBER: 552549 BUSINESS ADDRESS: STREET 1: 1260 16TH AVE WEST CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: 2062811390 MAIL ADDRESS: STREET 1: 1260 16TH AVENUE WEST CITY: SEATTLE STATE: WA ZIP: 98119 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PASSAGE MARKETING CORP DATE OF NAME CHANGE: 19890320 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAHOMA FUND LLC CENTRAL INDEX KEY: 0001107491 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1000 SECOND AVENUE STREET 2: SUITE 3700 CITY: SEATTLE STATE: WA ZIP: 98104 MAIL ADDRESS: STREET 1: 1000 SECOND AVE., SUITE 3700 CITY: SEATTLE STATE: WA ZIP: 98104 SC 13G 1 SCHEDULE 13G Schedule 13G Forms - -------------------------------------------------------------------------------- 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 RULE 13d-2(b) (AMENDMENT NO. )/1/ ----- PhotoWorks, Inc. ------------------------------------------------------------- (Name of Issuer) Common Stock $.01 par value ------------------------------------------------------------- (Title of Class of Securities) 71940B109 ------------------------------------------------------------- (CUSIP Number) 2/14/00 ------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-(c) [ ] Rule 13d-1(d) - ------------------ /1/ 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). Schedule 13G Forms - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP NO. 71940B109 13G Page 2 of 19 Pages - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The Tahoma Fund, L.L.C. FEIN 91-1961151 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 2,052,631 (1) SHARES -------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 2,631,577 -- See Item 4 REPORTING -------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 2,052,631 (1) -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 2,631,577 -- See Item 4 - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,052,631/(1)/ - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/(2)/ [X] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.2%/(1)/ - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* 00 - ------------------------------------------------------------------------------- (1) Represents 410,526 shares of Common stock issuable upon exercise of Warrants, and 1,642,105 shares of Common Stock that may be converted from Series A Preferred Stock. Percentage is based on 16,347,890 shares of Common Stock currently outstanding. See Item 4 for further explanation of ownership. (2) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants, and 1,052,631 shares of Common Stock that may be converted from Series A Preferred Stock. These shares are held by certain affiliated entities ("Madrona Group") who entered into an Investor Rights Agreement ("Agreement") with the Reporting Persons named in this Schedule 13G. Pursuant to the Agreement, Madrona Group and the Reporting Persons agreed to vote all of their respective shares in the Issuer for the director nominee designated by each other; therefore, such shares held by Madrona could be deemed to be beneficially owned by the Reporting Persons. The Reporting Persons, however, disclaim beneficial ownership of all such shares. Schedule 13G Forms - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP NO. 71940B109 13G Page 3 of 19 Pages - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Orca Bay Partners, L.L.C. FEIN 91-1935595 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Washington - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 2,631,577 -- See Item 4 REPORTING -------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 2,631,577 -- See Item 4 - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,631,577 -- See Item 4 - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/(2)/ [X] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.9%/(1)/ - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* 00 - ------------------------------------------------------------------------------- (1) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants, and 1,052,631 shares of Common Stock that may be converted from Series A Preferred Stock. These shares are held by certain affiliated entities ("Madrona Group") who entered into an Investor Rights Agreement ("Agreement") with the Reporting Persons named in this Schedule 13G. Pursuant to the Agreement, Madrona Group and the Reporting Persons agreed to vote all of their respective shares in the Issuer for the director nominee designated by each other; therefore, such shares held by Madrona could be deemed to be beneficially owned by the Reporting Persons. The Reporting Persons, however, disclaim beneficial ownership of all such shares. Schedule 13G Forms - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP NO. 71940B109 13G Page 4 of 19 Pages - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John E. McCaw, Jr. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 521,053/(1)/ -- See Item 4 SHARES -------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 2,631,577 -- See Item 4 REPORTING -------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 521,053/(1)/ -- See Item 4 -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 2,631,577 -- See Item 4 - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 521,053/(1)/ -- See Item 4 - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/(2)/ [X] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1%/(1)/ - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- (1) Represents 104,211 shares of Common Stock issuable upon exercise of Warrants, and 416,842 shares of Common Sotck that may be converted from Series A Preferred Stock. Percentage is based on 16,347,890 shares of Common Stock currently outstanding. These Shares are held in the name of Orca Bay Capital Corporation ("OBCC"), which is controlled by John E. McCaw, Jr. See Item 4 for further explanation of ownership. (2) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants, and 1,052,631 shares of Common Stock that may be converted from Series A Preferred Stock. These shares are held by certain affiliated entities ("Madrona Group") who entered into an Investor Rights Agreement ("Agreement") with the Reporting Persons named in this Schedule 13G. Pursuant to the Agreement, Madrona Group and the Reporting Persons agreed to vote all of their respective shares in the Issuer for the director nominee designated by each other; therefore, such shares held by Madrona could be deemed to be beneficially owned by the Reporting Persons. The Reporting Persons, however, disclaim beneficial ownership of all such shares. Schedule 13G Forms - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP NO. 71940B109 13G Page 5 of 19 Pages - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ross Chapin - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 2,631,577 -- See Item 4 REPORTING -------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 2,631,577 -- See Item 4 - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,631,577/(1)/ -- See Item 4 - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/(2)/ [X] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.9%/(1)/ - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- (1) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants, and 1,052,631 shares of Common Stock that may be converted from Series A Preferred Stock. These shares are held by certain affiliated entities ("Madrona Group") who entered into an Investor Rights Agreement ("Agreement") with the Reporting Persons named in this Schedule 13G. Pursuant to the Agreement, Madrona Group and the Reporting Persons agreed to vote all of their respective shares in the Issuer for the director nominee designated by each other; therefore, such shares held by Madrona could be deemed to be beneficially owned by the Reporting Persons. The Reporting Persons, however, disclaim beneficial ownership of all such shares. Schedule 13G Forms - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP NO. 71940B109 13G Page 6 of 19 Pages - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Orca Bay Capital Corporation FEIN 91-1616824 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Washington - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 521,053/(1)/ SHARES -------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 2,631,577 -- See Item 4 REPORTING -------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 521,053/(1)/ -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 2,631,577 -- See Item 4 - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 521,053/(1)/ - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/(2)/ [X] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1%/(1)/ - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- (1) Represents 104,211 shares of Common Stock issuable upon exercise of Warrants, and 416,842 shares of Common Stock that may be converted from Series A Preferred Stock. Percentage is based on 16,347,890 shares of Common Stock currently outstanding. See Item 4 for further explanation of ownership. (2) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants, and 1,052,631 shares of Common Stock that may be converted from Series A Preferred Stock. These shares are held by certain affiliated entities ("Madrona Group") who entered into an Investor Rights Agreement ("Agreement") with the Reporting Persons named in this Schedule 13G. Pursuant to the Agreement, Madrona Group and the Reporting Persons agreed to vote all of their respective shares in the Issuer for the director nominee designated by each other; therefore, such shares held by Madrona could be deemed to be beneficially owned by the Reporting Persons. The Reporting Persons, however, disclaim beneficial ownership of all such shares. Schedule 13G Forms - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP NO. 71940B109 13G Page 7 of 19 Pages - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Tim and Alexa Carver, husband and wife - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 26,315/(1)/ SHARES -------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 2,631,577 -- See Item 4 REPORTING -------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 26,315/(1)/ -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 2,631,577 -- See Item 4 - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,315/(1)/ - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/(2)/ [X] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%/(1)/ - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- (1) Represents 5,263 shares of Common Stock issuable upon exercise of Warrants, and 21,052 shares of Common Stock that may be converted from Series A Preferred Stock. Percentage is based on 16,347,890 shares of Common Stock currently outstanding. See Item 4 for further explanation of ownership. (2) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants, and 1,052,631 shares of Common Stock that may be converted from Series A Preferred Stock. These shares are held by certain affiliated entities ("Madrona Group") who entered into an Investor Rights Agreement ("Agreement") with the Reporting Persons named in this Schedule 13G. Pursuant to the Agreement, Madrona Group and the Reporting Persons agreed to vote all of their respective shares in the Issuer for the director nominee designated by each other; therefore, such shares held by Madrona could be deemed to be beneficially owned by the Reporting Persons. The Reporting Persons, however, disclaim beneficial ownership of all such shares. Schedule 13G Forms - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP NO. 71940B109 13G Page 8 of 19 Pages - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stanley McCammon - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 26,315/(1)/ SHARES -------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 2,631,577 -- See Item 4 REPORTING -------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 26,315/(1)/ -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 2,631,577 -- See Item 4 - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,315/(1)/ - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/(2)/ [X] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%/(1)/ - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- (1) Represents 5,263 shares of Common Stock issuable upon exercise of Warrants, and 21,052 shares of Common Stock that may be converted from Series A Preferred Stock. Percentage is based on 16,347,890 shares of Common Stock currently outstanding. See Item 4 for further explanation of ownership. (2) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants, and 1,052,631 shares of Common Stock that may be converted from Series A Preferred Stock. These shares are held by certain affiliated entities ("Madrona Group") who entered into an Investor Rights Agreement ("Agreement") with the Reporting Persons named in this Schedule 13G. Pursuant to the Agreement, Madrona Group and the Reporting Persons agreed to vote all of their respective shares in the Issuer for the director nominee designated by each other; therefore, such shares held by Madrona could be deemed to be beneficially owned by the Reporting Persons. The Reporting Persons, however, disclaim beneficial ownership of all such shares. Schedule 13G Forms - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP NO. 71940B109 13G Page 9 of 19 Pages - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Aaron Singleton - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 5,263/(1)/ SHARES -------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 2,631,577 -- See Item 4 REPORTING -------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 5,263/(1)/ -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 2,631,577 -- See Item 4 - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,263/(1)/ - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/(2)/ [X] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%/(1)/ - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- (1) Represents 1,053 shares of Common Stock issuable upon exercise of Warrants, and 4,210 shares of Common Stock that may be converted from Series A Preferred Stock. Percentage is based on 16,347,890 shares of Common Stock currently outstanding. See Item 4 for further explanation of ownership. (2) Excludes 263,158 shares of Common Stock issuable upon exercise of Warrants, and 1,052,631 shares of Common Stock that may be converted from Series A Preferred Stock. These shares are held by certain affiliated entities ("Madrona Group") who entered into an Investor Rights Agreement ("Agreement") with the Reporting Persons named in this Schedule 13G. Pursuant to the Agreement, Madrona Group and the Reporting Persons agreed to vote all of their respective shares in the Issuer for the director nominee designated by each other; therefore, such shares held by Madrona could be deemed to be beneficially owned by the Reporting Persons. The Reporting Persons, however, disclaim beneficial ownership of all such shares. Schedule 13G Forms - ------------------------------------------------------------------------------- Page 10 of 19 Pages Item 1(a). Name of Issuer: PhotoWorks, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 1260 - 16th Avenue West, Seattle, WA 98119 Item 2(a). Name of Persons Filing: This Schedule 13G relates to the following persons (the "Reporting Persons"): Orca Bay Partners, L.L.C. ("Orca Bay") John E. McCaw, Jr. ("McCaw") The Tahoma Fund, L.L.C., ("Tahoma") Orca Bay Capital Corporation, ("OBCC") Tim and Alexa Carver, husband and wife ("Carver") Stanley McCammon ("McCammon") Aaron Singleton ("Singleton") Ross Chapin ("Chapin") Orca Bay is the Manager of Tahoma. OBCC, Carver, McCammon, McCaw, Chapin and Singleton are all affiliates of Orca Bay. Item 2(b). Address of Principal Business Office or, if None, Residence: The business address of each of the reporting persons is: Orca Bay Partners, L.L.C. P.O. Box 21749, Seattle, WA 98111 Item 2(c). Citizenship: Orca Bay is a limited liability company organized under the laws of the state of Washington. Tahoma is a limited liability company organized under the laws of the state of Delaware. OBCC is a corporation organized under the laws of the state of Washington. Carver, McCammon, Chapin, McCaw and Singleton are all citizens of the United States. Schedule 13G Forms - ------------------------------------------------------------------------------- Page 11 of 19 Pages Item 2(d). Title of Class of Securities: This Schedule 13G relates to the Company's Common Stock, $.01 par value per share. Item 2(e). CUSIP Number: 71940B109 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-l(b)(l)(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; (j) [ ] Group, in accordance with Rule 13d-l(b)(l)(ii)(J). Item 4. Ownership. This Schedule 13G relates to shares of Series A Preferred Stock, $.01 par value, with a stated value of $1,000 per share ("Series A Preferred Stock") convertible into common stock, $.01 par value ("Common Stock"), of PhotoWorks, Inc. ("Company"). Each share of Series A Preferred Stock is convertible into shares of Common Stock of the Company at an initial conversion price of $210.52631 per share of Common Stock, subject to anti-dilution protection. The total Common Stock covered by this Schedule 13G, when converted, equals 2,105,261 shares. In addition, this Schedule 13G relates to 526,316 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $6.00 per share (Warrant Shares"). The total converted shares of Common Stock from the Series A Preferred Stock and the Warrant Shares (2,631,577 shares) together represent 13.9% of the Common Stock, based on 16,347,890 shares outstanding as of the date of this Schedule. Schedule 13G Forms - ------------------------------------------------------------------------------- Page 12 of 19 Pages The following describes the ownership of Common Stock by the Reporting Person and its respective affiliated parties: Tahoma: ------- (a) Amount beneficially owned: 2,052,631 (b) Percent of class: 11.2% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 2,052,631 (ii) Shared power to vote or to direct the vote: 2,631,577/(1)/ (iii) Sole power to dispose or to direct the disposition of: 2,052,631 (iv) Shared power to dispose or to direct the disposition of: 2,631,577/(1)/ (1) Represents shares of Common Stock held of record by Tahoma and 578,946 shares of Common Stock held of record by OBCC, Carver, McCammon and Singleton. McCaw and Chapin, together with Carver and McCammon, are the Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw controls the sole shareholder of OBCC. Power to vote or to direct the vote and power to dispose or direct the disposition of such shares may be deemed to be shared among all such persons due to their affiliation with Orca Bay, the Manager of Tahoma. Each of such persons disclaims beneficial ownership of such shares except to the extent of such person's respective pecuniary interest. Orca Bay: --------- (a) Amount beneficially owned: 2,631,577/(1)/ (b) Percent of class: 13.9% (c) Number of Shares as to which such person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 2,631,577/(1)/ (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,631,577/(1)/ (1) Represents 2,052,631 shares of Common Stock held of record by Tahoma and 578,946 shares of Common Stock held of record by OBCC, Carver, McCammon and Singleton. McCaw and Chapin, together with Carver and McCammon, are the Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw controls the sole shareholder of OBCC. Power to vote or to direct the vote and power to dispose or direct the disposition of such shares may be deemed to be shared among all such persons due to their affiliation with Orca Bay, the Manager of Tahoma. Each of such persons disclaims beneficial ownership of such shares except to the extent of such person's respective pecuniary interest. McCaw: ------ (a) Amount beneficially owned: 521,053/(1)/ (b) Percent of class: 3.1% (c) Number of Shares as to which such person has: (i) Sole power to vote or direct the vote: 521,053/(1)/ (ii) Shared power to vote or direct the vote: 2,631,577/(2)/ (iii) Sole power to dispose or to direct the disposition of: 521,053/(1)/ (iv) Shared power to dispose or to direct the disposition of: 2,631,577/(2)/ Schedule 13G Forms - ------------------------------------------------------------------------------- Page 13 of 19 Pages (1) These shares are held in the name of OBCC, the sole shareholder of which is The John E. McCaw, Jr. Living Trust, John E. McCaw, Jr. sole trustee. (2) Represents 2,052,631 shares of Common Stock held of record by Tahoma and 578,946 shares of Common Stock held of record by OBCC, Carver, McCammon and Singleton. McCaw and Chapin, together with Carver and McCammon, are the Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw controls the sole shareholder of OBCC. Power to vote or to direct the vote and power to dispose or direct the disposition of such shares may be deemed to be shared among all such persons due to their affiliation with Orca Bay, the Manager of Tahoma. Each of such persons disclaims beneficial ownership of such shares except to the extent of such person's respective pecuniary interest. Chapin: ------- (a) Amount beneficially owned: 2,631,577 (b) Percent of class: 13.9% (c) Number of Shares as to which such person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 2,631,577/(1)/ (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,631,577/(1)/ (1) Represents 2,052,631 shares of Common Stock held of record by Tahoma and 578,946 shares of Common Stock held of record by OBCC, Carver, McCammon and Singleton. McCaw and Chapin, together with Carver and McCammon, are the Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw controls the sole shareholder of OBCC. Power to vote or to direct the vote and power to dispose or direct the disposition of such shares may be deemed to be shared among all such persons due to their affiliation with Orca Bay, the Manager of Tahoma. Each of such persons disclaims beneficial ownership of such shares except to the extent of such person's respective pecuniary interest. OBCC: ----- (a) Amount beneficially owned: 521,053 (b) Percent of class: 3.1% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 521,053 (ii) Shared power to vote or to direct the vote: 2,631,577/(1)/ (iii) Sole power to dispose or to direct the disposition of: 521,053 (iv) Shared power to dispose or to direct the disposition of: 2,631,577/(1)/ (1) Represents shares of Common Stock held of record by OBCC and 2,110,524 shares of Common Stock held of record by Tahoma, Carver, McCammon and Singleton. McCaw and Chapin, together with Carver and McCammon, are the Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw controls the sole shareholder of OBCC. Power to vote or to direct the vote and power to dispose or direct the disposition of such shares may be deemed to be shared among all such persons due to their affiliation with Orca Bay, the Manager of Tahoma. Each of such persons disclaims beneficial ownership of such shares except to the extent of such person's respective pecuniary interest. Schedule 13G Forms - ------------------------------------------------------------------------------- Page 14 of 19 Pages Carver: ------- (a) Amount beneficially owned: 26,315 (b) Percent of class: 0.2% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 26,315 (ii) Shared power to vote or to direct the vote: 2,631,577/(1)/ (iii) Sole power to dispose or to direct the disposition of: 26,315 (iv) Shared power to dispose or to direct the disposition of: 2,631,577/(1)/ (1) Represents shares of Common Stock held of record by Carver and 2,605,262 shares of Common Stock held of record by OBCC, Tahoma, McCammon and Singleton. McCaw and Chapin, together with Carver and McCammon, are the Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw controls the sole shareholder of OBCC. Power to vote or to direct the vote and power to dispose or direct the disposition of such shares may be deemed to be shared among all such persons due to their affiliation with Orca Bay, the Manager of Tahoma. Each of such persons disclaims beneficial ownership of such shares except to the extent of such person's respective pecuniary interest. McCammon: --------- (a) Amount beneficially owned: 26,315 (b) Percent of class: 0.2 (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 26,315 (ii) Shared power to vote or to direct the vote: 2,631,577/(1)/ (iii) Sole power to dispose or to direct the disposition of: 26,315 (iv) Shared power to dispose or to direct the disposition of: 2,631,577/(1)/ (1) Represents shares of Common Stock held of record by McCammon and 2,605,262 shares of Common Stock held of record by OBCC, Tahoma, Carver and Singleton. McCaw and Chapin, together with Carver and McCammon, are the Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw controls the sole shareholder of OBCC. Power to vote or to direct the vote and power to dispose or direct the disposition of such shares may be deemed to be shared among all such persons due to their affiliation with Orca Bay, the Manager of Tahoma. Each of such persons disclaims beneficial ownership of such shares except to the extent of such person's respective pecuniary interest. Singleton: ---------- (a) Amount beneficially owned: 5,263 (b) Percent of class: 0.0% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 5,263 (ii) Shared power to vote or to direct the vote: 2,631,577/(1)/ (iii) Sole power to dispose or to direct the disposition of: 5,263 (iv) Shared power to dispose or to direct the disposition of: 2,631,577/(1)/ (1) Represents shares of Common Stock held of record by Singleton and 2,626,314 shares of Common Stock held of record by OBCC, Tahoma, McCammon and Carver. McCaw and Chapin, together with Carver and McCammon, are the Managers of Orca Bay, the Manager of Tahoma. In addition, McCaw controls the sole shareholder of OBCC. Power to vote or to direct the vote and power to dispose or direct the disposition of such shares may be deemed to be Schedule 13G Forms - ------------------------------------------------------------------------------- Page 15 of 19 Pages shared among all such persons due to their affiliation with Orca Bay, the Manager of Tahoma. Each of such persons disclaims beneficial ownership of such shares except to the extent of such person's respective pecuniary interest. Item 5. Ownership of Five Percent or Less of a Class. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A Item 10. Certifications. 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 Schedule 13G Forms - ------------------------------------------------------------------------------- Page 16 of 19 Pages 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. SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 23, 2000 THE TAHOMA FUND, L.L.C. ORCA BAY CAPITAL CORPORATION TIM CARVER ALEXA CARVER AARON SINGLETON JOHN E. McCAW, JR. ROSS CHAPIN ORCA BAY PARTNERS, L.L.C. By: /s/ Stanley McCammon ----------------------------------------- Stanley McCammon, Individually and as Attorney-in-Fact for each of the above Schedule 13G Forms - ------------------------------------------------------------------------------- Page 17 of 19 Pages EXHIBIT INDEX ------------- Joint Filing Agreement and Power of Attorney Page _____ EX-99.1 2 JOINT FILING AGREEMENT AND POWER OF ATTORNEY EXHIBIT 99.1 Schedule 13G Forms - ------------------------------------------------------------------------------- Page 18 of 19 Pages JOINT FILING AGREEMENT AND POWER OF ATTORNEY In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01, of PhotoWorks, Inc., a Washington corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. Each of The Tahoma Fund, L.L.C., Orca Bay Capital Corporation, Orca Bay Partners,, L.L.C., John E. McCaw, Jr., Tim and Alexa Carver, husband and wife, Stanley McCammon, Ross Chapin, and Aaron Singleton (the "Named Parties") hereby constitute and appoint each of Stanley McCammon and Ross Chapin, acting singly, as the true and lawful attorneys-in-fact, with full power of substitution in any and all capacities, to execute for and on behalf of the Named Parties, the Schedule 13G to which this Joint Filing Agreement and Power of Attorney is an exhibit and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges. Each of the Named Parties hereby grants to such attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the attorney-in-fact might or could, and hereby ratifies and confirms all that said attorneys-in-fact or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934. The powers hereby conferred upon the said attorneys-in-fact shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact. ORCA BAY PARTNERS, L.L.C. Date: February 23, 2000 By: /s/ Stanley McCammon ------------------------- -------------------------- Stanley McCammon, Manager THE TAHOMA FUND, L.L.C. Date: February 23, 2000 ------------------------- By: Orca Bay Partners, L.L.C., its Manager By: /s/ Stanley McCammon ----------------------------------- Stanley McCammon, Manager Schedule 13G Forms - ------------------------------------------------------------------------------- Page 19 of 19 Pages ORCA BAY CAPITAL CORPORATION Date: February 23, 2000 ------------------------- By: /s/ Stanley McCammon --------------------------- Stanley McCammon, President /s/ Tim Carver Date: February 23, 2000 ------------------------------ ------------------------- Tim Carver /s/ Alexa Carver Date: February 23, 2000 ------------------------------ ------------------------- Alexa Carver /s/ Stanley McCammon Date: February 23, 2000 ------------------------------ ------------------------- Stanley McCammon /s/ Aaron Singleton Date: February 23, 2000 ------------------------------ ------------------------- Aaron Singleton /s/ Ross Chapin Date: February 23, 2000 ------------------------------ ------------------------- Ross Chapin /s/ John E. McCaw, Jr. Date: February 23, 2000 ------------------------------ ------------------------- John E. McCaw, Jr. -----END PRIVACY-ENHANCED MESSAGE-----