-----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, HCZcEZ6zYSrwegMDywpyMkbaujRCovBg8ZkRT0VDnwW55WmZYboe3uRUoWpouS+p sbDNtb+Oy256dFc34pY1NA== 0000922996-01-000037.txt : 20010322 0000922996-01-000037.hdr.sgml : 20010322 ACCESSION NUMBER: 0000922996-01-000037 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010321 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PNI TECHNOLOGIES INC CENTRAL INDEX KEY: 0000893335 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 581954892 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48085 FILM NUMBER: 1573251 BUSINESS ADDRESS: STREET 1: 850 CENTER WAY STREET 2: SUITE 320 CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 7705823500 MAIL ADDRESS: STREET 1: 850 CENTER WAY STREET 2: STE 320 CITY: NORCROSS STATE: GA ZIP: 30071 FORMER COMPANY: FORMER CONFORMED NAME: PREFERRED NETWORKS INC DATE OF NAME CHANGE: 19951219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL FUND IV LP CENTRAL INDEX KEY: 0001026813 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1428 15TH STREET CITY: DENVER STATE: CO ZIP: 80202 MAIL ADDRESS: STREET 1: 1428 15TH STREET CITY: DENVER STATE: CO ZIP: 80202 SC 13G/A 1 0001.txt SCHEDULE 13G AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)1 PNI TECHNOLOGIES, INC. (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) 739905107 (CUSIP Number) December 31, 2000 (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) _____________________ 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 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). CUSIP NO. 739905107 =============================================================================== 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Centennial Fund IV, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 3,717,408 ---------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 ---------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING 3,717,408 ---------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,717,408 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.37% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See instructions) PN - -------------------------------------------------------------------------------- CUSIP NO. 739905107 ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Centennial Holdings IV, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 3,717,408 ---------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 ---------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING 3,717,408 ---------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,717,408 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.37% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See instructions) PN - -------------------------------------------------------------------------------- CUSIP NO. 739905107 ================================================================================ Item 1(a). Name of Issuer: PNI Technologies, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 850 Center Way, Norcross, GA 30071 Item 2(a). Name(s) of Person(s) Filing: 1. Centennial Fund IV, L.P., a Delaware limited partnership ("Fund IV"), by virtue of its direct beneficial ownership of certain warrants to acquire the Issuer's common stock (the "Shares"); 2. Centennial Holdings IV, L.P., a Delaware limited partnership ("Holdings IV"), by virtue of being the sole general partner of Fund IV. Fund IV and Holdings IV are collectively referred to as the "Reporting Persons." Steven C. Halstedt, Jeffrey H. Schutz, Adam Goldman, and David C. Hull, Jr. are the sole general partners of Holdings IV (the "Individual Partners"). By virtue of the relationships described above and their roles with the Reporting Persons, each of the Individual Partners may be deemed to control the Reporting Persons and may be deemed to possess indirect beneficial ownership of the Shares held by Fund IV. However, none of the Individual Partners, acting alone, has voting or investment power with respect to the Shares directly beneficially held by Fund IV, and, as a result, each Individual Partner disclaims beneficial ownership of the Shares held by Fund IV. Item 2(b). Address of Principal Business Office or, if None, Residence 1428 Fifteenth Street, Denver, Colorado 80202 Item 2(c). Citizenship: Delaware Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 739905107 Item 3. If this statement is filed pursuant to Sections 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 (15 U.S.C. 78o); (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c); (d) Investment company registered under section 8 of the Investment Company Act, (15 U.S.C. 80a-8); (e) An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (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 (15 U.S.C. 80a-3); (j) Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Not applicable Item 4. Ownership. (a) Amount beneficially owned: As of December 31, 2000, Fund IV directly beneficially owned 3,717,408 warrants. Each warrant entitles Fund IV to purchase one Share. By virtue of the relationships described in this Statement, Holdings IV may be deemed to beneficially own the warrants directly beneficially owned by Fund IV. (b) Percent of class: The 3,717,408 warrants directly beneficially held by Fund IV as of December 31, 2000 represent approximately 18.37% of the number of outstanding shares and warrants as of November 14, 2000. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 3,717,408 (Fund IV) 3,717,408 (Holdings IV) (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: 3,717,408 (Fund IV) 3,717,408 (Holdings IV) (iv) Shared power to dispose or to direct the disposition of: -0- 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. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable Item 8. Identification and Classification of Members of the Group. Not applicable Item 9. Notice of Dissolution of Group. Not applicable Item 10. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were 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. 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. March 21, 2001 (Date) /s/ Jeffrey Schutz (Signature) Jeffrey Schutz, as general partner of Centennial Holdings IV, L.P., the general partner of Centennial Fund IV, L.P. (Name/Title) -----END PRIVACY-ENHANCED MESSAGE-----