-----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, D6suze5S2unKqvzGoWFCHETm1BRlQsxGAvYaQi/yJgGmzVjdtCdiAi5RnAwAhBAw +8eLJ/kGellP+vtp+Q55cA== 0000950144-04-000333.txt : 20040116 0000950144-04-000333.hdr.sgml : 20040116 20040116133453 ACCESSION NUMBER: 0000950144-04-000333 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040116 GROUP MEMBERS: FRONTENAC COMPANY VIII, L.L.C. GROUP MEMBERS: FRONTENAC MASTERS VIII LIMITED PARTNERSHIP GROUP MEMBERS: FRONTENAC VIII LIMITED PARTNERSHIP GROUP MEMBERS: FRONTENAC VIII PARTNERS, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRONTENAC CO VIII LLC CENTRAL INDEX KEY: 0001242296 IRS NUMBER: 364343639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 135 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60603 MAIL ADDRESS: STREET 1: 135 SOUTH LASALLE STREET STREET 2: SUITE 3800 CITY: CHICAGO STATE: IL ZIP: 60603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEVITY HR INC CENTRAL INDEX KEY: 0001035185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 650735612 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53043 FILM NUMBER: 04529256 BUSINESS ADDRESS: STREET 1: 600 301 BLVD W STREET 2: STE 202 CITY: BRADENTON STATE: FL ZIP: 34205 BUSINESS PHONE: 9417484340 MAIL ADDRESS: STREET 1: 600 301 BLVD W STREET 2: STE 202 CITY: BRADENTON STATE: FL ZIP: 34205 FORMER COMPANY: FORMER CONFORMED NAME: STAFF LEASING INC DATE OF NAME CHANGE: 19970306 SC 13D/A 1 g86753sc13dza.htm GEVITY HR, INC. GEVITY HR, INC.
 

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Gevity HR, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

374393106

(Cusip Number)

Karen C. Fanelli
Frontenac Company, L.L.C.
135 South LaSalle Street, Suite 3800
Chicago, Illinois 60603
(312) 368-0044

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

COPY TO:
Margaret A. Gibson, P.C.
Kirkland & Ellis LLP
200 E. Randolph Drive
Chicago, Illinois 60601
(312) 861-2000

December 23, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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

* 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).

Page 1 of 10 Pages

 

             
CUSIP No. 374393106 Page 2 of 10 Pages
  1. Name of Reporting Person:
Frontenac VIII Limited Partnership		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
00
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
3,860,294 (See Item 5)
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
3,722,426 (See Item 5)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,860,294 (See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
16.9% (See Item 5)
  14.Type of Reporting Person (See Instructions):
PN

Page 2 of 10 Pages

 

             
CUSIP No. 374393106 Page 3 of 10 Pages
  1. Name of Reporting Person:
Frontenac Masters VIII Limited Partnership		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
00
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
3,860,294 (See Item 5)
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
3,722,426 (See Item 5)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,860,294 (See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
16.9% (See Item 5)
  14.Type of Reporting Person (See Instructions):
PN

Page 3 of 10 Pages

 

             
CUSIP No. 374393106 Page 4 of 10 Pages
  1. Name of Reporting Person:
Frontenac VIII Partners, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
00
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
3,860,294 (See Item 5)
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
3,860,294 (See Item 5)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,860,294 (See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
16.9% (See Item 5)
  14.Type of Reporting Person (See Instructions):
PN

Page 4 of 10 Pages

 

             
CUSIP No. 374393106 Page 5 of 10 Pages
  1. Name of Reporting Person:
Frontenac Company VIII, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
00
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
3,860,294 (See Item 5)
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
3,860,294 (See Item 5)
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,860,294 (See Item 5)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
16.9%
  14.Type of Reporting Person (See Instructions):
OO

Page 5 of 10 Pages

 

         
CUSIP No. 374393106   13D   Page 6 of 10 Pages

      This Amendment No. 1 amends the Schedule 13D previously filed by Frontenac VIII Limited Partnership, Frontenac Masters VIII Limited Partnership, Frontenac VIII Partners, L.P. and Frontenac Company VIII, L.L.C. with the Securities and Exchange Commission on June 16, 2003 (the “Statement”) with respect to the common stock, par value $.01 per share of Gevity HR, Inc., a Florida corporation. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Statement.

      Item 4.    Purpose of Transaction.

      Item 4 is amended to add the following paragraph after the first paragraph under the subheading “Co-Investment Agreement.”

      On December 23, 2003, the Investors entered into a Co-Investment Agreement Amendment No. 1 (“Amendment No. 1”), whereby SunTrust withdrew as a party to the Co-Investment Agreement. The preceding summary of Amendment No. 1 is qualified in its entirety by reference to the detailed provisions of Amendment No. 1, a copy of which is attached as Exhibit B and incorporated herein by reference.

      Item 5.    Interest in Securities of the Issuer.

      Item 5(a) is amended and restated in its entirety with the following:

      (a)    Amount Beneficially Owned: As of December 23, 2003, Frontenac VIII beneficially owned 3,563,419 shares of Common Stock (on an as-if converted basis as described in Item 3 above), constituting approximately 15.8% of the outstanding Common Stock of the Issuer. Also as of such date, Frontenac Masters VIII beneficially owned 159,007 shares of Common Stock (on an as-converted basis as described in Item 3), constituting approximately .8% of the outstanding Common Stock of the Issuer. Frontenac VIII LP, as the general partner of each of Frontenac VIII and Frontenac Masters VIII, and Frontenac VIII LLC, as the general partner of Frontenac VIII LP, may be deemed to beneficially own the 3,722,426 shares of Common Stock, the aggregate number of shares of Common Stock held by Frontenac VIII and Frontenac Masters VIII, constituting approximately 16.4% of the outstanding Common Stock of the Issuer.

      As a result of certain provisions contained in the Co-Investment Agreement, the Reporting Persons previously may have been deemed to be the beneficial owner of the shares of Preferred Stock held by SunTrust and C&B. Because of SunTrust’s withdrawal as a party to the Co-Investment Agreement, as reflected in the provisions contained in Amendment No. 1, SunTrust may no longer be deemed a party of any “group” with the Reporting Persons and C&B for purposes of Section 13(d)(3) of the Exchange Act. As a result, the Reporting Persons are no longer be deemed the beneficial owners, within the meaning of Rule 13d-3 of the Exchange Act, of the shares of Common Stock held by SunTrust. As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner, within the meaning of Rule 13d-3 of the Exchange Act, of an aggregate of 3,860,294 shares of Common Stock, which is the aggregate number of shares of Common Stock held by Frontenac VIII, Frontenac Masters VIII and C&B, constituting approximately 16.9% of the Common Stock outstanding on an as-if converted basis. The Reporting Persons expressly disclaim that they have agreed to act as a group with C&B. The paragraph below lists the number of shares beneficially owned by C&B in which the Reporting Persons may be deemed to have beneficial ownership because of the Co-Investment Agreement, as amended by Amendment No. 1.

Page 6 of 10 Pages

 

         
CUSIP No. 374393106   13D   Page 7 of 10 Pages

      As of December 23, 2003, C&B beneficially owned 137,868 shares of Common Stock (on an as-if converted basis as described in Item 3), constituting approximately .7% of the outstanding Common Stock of the Issuer.

      Item 5(b) is amended and restated in its entirety with the following:

                             
    (b)   Number of shares of Common Stock of the Issuer as to which such person has:    
                             
        (i)   Sole power to vote or to direct the vote:
                             
            N/A                
                             
        (ii)   Shared power to vote or to direct the vote:
                             
            Frontenac VIII   3,860,294 Shares            
                             
            Frontenac Masters VIII   3,860,294 Shares            
                             
            Frontenac VIII LP   3,860,294 Shares            
                             
            Frontenac VIII LLC   3,860,294 Shares            
                             
        (iii)   Sole power to dispose or to direct the disposition of:
                             
            N/A                
                             
        (iv)   Shared power to dispose of or to direct the disposition of:
                             
            Frontenac VIII   3,727,426 Shares            
                             
            Frontenac Masters VIII   3,727,426 Shares            
                             
            Frontenac VIII LP   3,860,294 Shares            
                             
            Frontenac VIII LLC   3,860,294 Shares            

      The filing of this Statement by Frontenac VIII, Frontenac Masters VIII, Frontenac VIII LP and Frontenac VIII LLC shall not be considered an admission that such Reporting Persons, for the purpose of Section 13(d), 13(g) or any other Section of the Exchange Act, are the beneficial owners of any shares in which such Reporting Persons do not have a pecuniary interest.

      All of the percentages calculated in this Statement are based upon an aggregate of 18,995,408 shares outstanding as of November 7, 2003 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 13, 2003.

      Item 7.    Material to be filed as Exhibits.

      Exhibit A — Joint Filing Agreement among the Reporting Person pursuant to Rule 13d-1(f) under the Exchange Act relating to the filing of this Statement.

      Exhibit B — Co-Investment Agreement Amendment No. 1.

Page 7 of 10 Pages

 

         
CUSIP No. 374393106   13D   Page 8 of 10 Pages

SIGNATURES

      After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: January 16, 2004

             
    FRONTENAC VIII LIMITED PARTNERSHIP
 
             
 
    By:
Its: 		  Frontenac VIII Partners, L.P.
General Partner		    
 
             
 
    By:
Its: 		  Frontenac Company VIII, L.L.C.
General Partner		    
 
             
 
    By:   /s/ Karen C. Fanelli
Karen C. Fanelli, under Power of
Attorney for Frontenac Company VIII, L.L.C.		    
 
             
 
    FRONTENAC MASTERS VIII LIMITED PARTNERSHIP
 
             
 
    By:
Its: 		  Frontenac VIII Partners, L.P.
General Partner		    
 
             
 
    By:
Its: 		  Frontenac Company VIII, L.L.C.
General Partner		    
 
             
 
    By:   /s/ Karen C. Fanelli
Karen C. Fanelli, under Power of
Attorney for Frontenac Company VIII, L.L.C.		    
 
             
 
    FRONTENAC VIII PARTNERS, L.P.
 
             
 
    By:
Its: 		  Frontenac Company VIII, L.L.C.
General Partner		    
 
             
 
    By:   /s/ Karen C. Fanelli
Karen C. Fanelli, under Power of
Attorney for Frontenac Company VIII, L.L.C.		    
 
             
 
    FRONTENAC COMPANY VIII, L.L.C.
 
             
 
    By:   /s/ Karen C. Fanelli
Karen C. Fanelli, under Power of
Attorney for Frontenac Company VIII, L.L.C.		    

Page 8 of 10 Pages EX-99.(A) 3 g86753exv99wxay.htm EXHIBIT A: JOINT FILING AGREEMENT EXHIBIT A: JOINT FILING AGREEMENT

 

         
CUSIP No. 374393106   13D   Page 9 of 10 Pages

EXHIBIT A

SCHEDULE 13D JOINT FILING AGREEMENT

      In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the undersigned hereby agree as follows:

      (i) Each of the is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

      (ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is 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.

Date: January 16, 2004

             
    FRONTENAC VIII LIMITED PARTNERSHIP
 
             
 
    By:
Its: 		  Frontenac VIII Partners, L.P.
General Partner		    
 
             
 
    By:
Its: 		  Frontenac Company VIII, L.L.C.
General Partner		    
 
             
 
    By:   /s/ Karen C. Fanelli
Karen C. Fanelli, under Power of
Attorney for Frontenac Company VIII, L.L.C.		    
 
             
 
    FRONTENAC MASTERS VIII LIMITED PARTNERSHIP
 
             
 
    By:
Its: 		  Frontenac VIII Partners, L.P.
General Partner		    
 
             
 
    By:
Its: 		  Frontenac Company VIII, L.L.C.
General Partner		    
 
             
 
    By:   /s/ Karen C. Fanelli
Karen C. Fanelli, under Power of
Attorney for Frontenac Company VIII, L.L.C.		    

Page 9 of 10 Pages

 

         
CUSIP No. 374393106   13D   Page 10 of 10 Pages
             
    FRONTENAC VIII PARTNERS, L.P.
 
             
 
    By: Frontenac Company VIII, L.L.C.
Its: General Partner		        
 
             
 
    By: /s/ Karen C. Fanelli
Karen C. Fanelli, under Power of
Attorney for Frontenac Company VIII, L.L.C.		        
 
             
 
    FRONTENAC COMPANY VIII, L.L.C.        
 
             
 
    By: /s/ Karen C. Fanelli
Karen C. Fanelli, under Power of
Attorney for Frontenac Company VIII, L.L.C.		        

Page 10 of 10 Pages EX-99.(B) 4 g86753exv99wxby.htm EXHIBIT B: CO-INVESTMENT AGREEMENT AMENDMENT NO. 1 EXHIBIT B: CO-INVESTMENT AGREEMENT AMENDMENT NO. 1

 

EXHIBIT B

CO-INVESTMENT AGREEMENT AMENDMENT NO. 1

      THIS CO-INVESTMENT AGREEMENT AMENDMENT NO. 1 (this “Amendment”) is made as of December 23, 2003, by and among Frontenac VIII Limited Partnership, a Delaware limited partnership, Frontenac Masters VIII Limited Partnership, a Delaware limited partnership, Suntrust Equity Funding, LLC (d/b/a Suntrust Equity Partners), a Delaware limited liability company (“Suntrust”), BVCF IV, L.P., a Delaware limited partnership and C&B Capital, L.P., a Delaware limited partnership (collectively, the “Investors”).

      The Investors are party to a Co-Investment Agreement dated as of June 6, 2003 (the “Original Agreement”) with respect to shares of Series A Convertible, Redeemable Preferred Stock of Gevity HR, Inc. The Investors wish to amend the Original Agreement to reflect the withdrawal of Suntrust as a party to the Original Agreement. Capitalized terms used and not defined herein shall have the meaning ascribed to them in the Original Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investors hereby agree as follows:

      1.     Withdrawal of Suntrust. The Investors hereby agree that Suntrust shall no longer be a party to the Original Agreement, as amended by this Amendment; provided that the foregoing shall not relieve Suntrust of liability for any breach of the Original Agreement prior to the date hereof. Except as expressly amended by this Section 1, the Original Agreement shall remain in full force and effect.

      2.     Representations and Warranties. Each Investor represents and warrants that this Amendment has been duly authorized, executed and delivered by such Investor and constitutes the valid and binding obligation of such Investor, enforceable in accordance with its terms.

      3.     Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

      4.     Governing Law. All issues and questions concerning the construction, validity, interpretation and enforceability of this Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Amendment, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

      5.     Descriptive Headings. The descriptive headings of this Amendment are inserted for convenience only and do not constitute a substantive part of this Amendment.

 

 

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first above written.

             
    FRONTENAC VIII LIMITED PARTNERSHIP
 
             
 
    By:
Its: 		  FRONTENAC VIII PARTNERS, L.P.
General Partner		    
 
             
 
    By:
Its: 		  FRONTENAC COMPANY VIII, L.L.C.
General Partner		    
 
             
 
    By:
Its: 		  /s/David Katz
Member		    
 
             
 
    FRONTENAC MASTERS VIII LIMITED PARTNERSHIP
 
             
 
    By:
Its: 		  FRONTENAC VIII PARTNERS, L.P.
General Partner		    
 
             
 
    By:
Its: 		  FRONTENAC COMPANY VIII, L.L.C.
General Partner		    
 
             
 
    By:
Its: 		  /s/David Katz
Member		    
 
             
 
    SUNTRUST EQUITY FUNDING, LLC d/b/a SUNTRUST EQUITY PARTNERS
 
             
 
    By:
Its: 		  /s/Kenneth T. Millar
Manager		    
 
             
 
    BVCF IV, L.P.
 
             
 
    By:
Its: 		  J.W. PUTH ASSOCIATES, LLC
General Partner		    
 
             
 
    By:
Its: 		  BRINSON VENTURE MANAGEMENT, LLC
Attorney-in-fact		    
 
             
 
    By:
Its: 		  ADAMS STREET PARTNERS, LLC
Administrative Member		    
 
             
 
    By:
Its: 		  /s/George H. Spencer, III
Partner		    

 

 

             
 
    C&B CAPITAL, L.P.
 
             
 
    By:
Its: 		  C&B CAPITAL GP, LLC
General Partner		    
 
             
 
    By:
Its: 		  /s/Edward S. Curtis
Managing Partner		    

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