-----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, RLNf+r/si2BfY3bbWDkJxOgxQGnCzQd5Q37k88bpiQG7g05SzCmXAV8sVkmK855a p+D0lQWQLpL9nUTShEjlZg== 0001259036-04-000001.txt : 20040210 0001259036-04-000001.hdr.sgml : 20040210 20040210211143 ACCESSION NUMBER: 0001259036-04-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040206 FILED AS OF DATE: 20040210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: APAX MANAGERS INC CENTRAL INDEX KEY: 0001259036 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26529 FILM NUMBER: 04583633 MAIL ADDRESS: STREET 1: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUDIBLE INC CENTRAL INDEX KEY: 0001077926 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 223407945 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 65 WILLOWBROOK BLVD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 9738372700 MAIL ADDRESS: STREET 1: 65 WILLOWBROOK BLVD CITY: WAYNE STATE: NJ ZIP: 07470 4 1 primary_doc.xml PRIMARY DOCUMENT X0201 4 2004-02-06 0 0001077926 AUDIBLE INC ADBL 0001259036 APAX MANAGERS INC 445 PARK AVE NEW YORK NY 10022 0 0 1 0 Common Stock 2003-12-23 4 C 0 7583967 A 7583967 I See footnote Common Stock 2004-02-06 4 C 0 14008041 A 21592008 I See footnote Common Stock 2004-02-06 4 J 0 35000000 A 25092008 I See footnote Series C Convertible Preferred Stock 0.54 2003-12-23 4 C 0 740741 5.4 D 2003-08-01 Common Stock 7583967 0 I See footnote Series A Convertible Preferred Stock 0.9299 2004-02-06 4 C 0 3473967 2.16 D 2003-08-01 Common Stock 14008041 0 I See footnote Common Stock Purchase Warrant 7 2004-02-06 4 J 0 1000000 A 2004-02-06 2011-02-06 Common Stock 1000000 1000000 I See footnote In accordance with the terms of the Series C Convertible Preferred Stock Certificate of Designation, 740,741 shares of Series C Convertible Preferred Stock were converted on December 23, 2003 into 7,407,410 shares of Common Stock, at a conversion ratio of 10 to 1. In accordance with the terms of the Series C Convertible Preferred Stock Certificate of Designation, the conversion ratio was determined by dividing the Series C Convertible Preferred Stock purchase price of $5.40 per share by the conversion price of $0.54 per share. In addition, in accordance with the terms of the Series C Convertible Preferred Stock Certificate of Designation, accrued but unpaid dividends on the Series C Convertible Preferred Stock were converted into 176,557 shares of Common Stock, resulting in a total of 7,583,967 shares of Common Stock issuable upon the conversion. The Reporting Person is the general partner of Apax Excelsior VI Partners, L.P. ("Apax Excelsior VI Partners"). Apax Excelsior VI Partners is the general partner of Apax Excelsior VI, L.P., Apax Excelsior VI-A C.V. , Apax Excelsior VI-B C.V. and Patricof Private Investment Club III, L.P. (together, the "Excelsior VI Funds"). The Reporting Person has a .01% interest in Apax Excelsior VI Partners. Pursuant to the rules promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, Apax Excelsior VI Partners may be deemed to own beneficially and indirectly 1% of the Series A Shares reported herein and 1% of the shares of Series C Shares reported herein, and the shares of Common Stock issuable upon conversion therefor. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. In accordance with the terms of the Series A Convertible Preferred Stock Certificate of Designation, 3,473,967 shares of Series A Convertible Preferred Stock were converted on February 6, 2004 into 14,008,041 shares of Common Stock. In accordance with the terms of the Series A Convertible Preferred Stock Certificate of Designation, the conversion ratio was determined by dividing the Series A Convertible Preferred Stock purchase price of $3.75 per share by the conversion price of $0.9299 per share. Pursuant to an Agreement, dated as of February 6, 2004, by and among the Issuer and the Excelsior VI Funds, these securities were granted as an inducement for the Excelsior VI Funds to convert their shares of Series A Convertible Preferred Stock and as payment of accrued dividends on the Series A Convertible Preferred Stock. Expiration Date not applicable. By: George M. Jenkins 2004-02-10 -----END PRIVACY-ENHANCED MESSAGE-----