-----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, VSL+YBSAaW9HiDRtiQy8cA6yrzaXhZujm0VvBeNz9AKKlUu5iyyOaQ5oXJsTBMvR eFgVjWrq6KDv8MBksjaYSQ== 0000945621-02-000218.txt : 20020823 0000945621-02-000218.hdr.sgml : 20020823 20020823122107 ACCESSION NUMBER: 0000945621-02-000218 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020823 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONVIA COM INC CENTRAL INDEX KEY: 0001100917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 911859172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58749 FILM NUMBER: 02746634 BUSINESS ADDRESS: STREET 1: 1260 MERCER ST CITY: SEATTLE STATE: WA ZIP: 98109 BUSINESS PHONE: 2062825170 MAIL ADDRESS: STREET 1: C/O VENTURE LAW GROUP STREET 2: 4750 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET CAPITAL GROUP INC CENTRAL INDEX KEY: 0001085621 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 232996071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 800 SAFEGUARD BUILDING STREET 2: 435 DEVON PARK DRIVE CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109890111 MAIL ADDRESS: STREET 1: 800 SAGEGUARD BUILDING STREET 2: 435 DEVON PARK DRIVE CITY: WAYNE STATE: PA ZIP: 19087 SC 13D/A 1 schedule.txt SCHEDULE 13D AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 13D Under THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* ------------------ ONVIA.COM, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 68338T 10 6 (CUSIP number) Henry N. Nassau, Esq. Managing Director and General Counsel Internet Capital Group, Inc. 600 Building 435 Devon Park Drive Wayne, Pennsylvania 19087 (610) 989-0111 (Name, address and telephone number of Person Authorized to Receive Notices and Communications) Copy to: Christopher G. Karras, Esq. Dechert 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, Pennsylvania 19103-2793 August 21, 2002 (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. This 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). ================================================================================ 1) Name of Reporting Persons Internet Capital Group, Inc. I.R.S. Identification Nos. of Above Person 23-2996071 2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds (See Instructions) OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Delaware Number of Shares 7) Sole Voting Beneficially Owned By Each Power 0 Reporting Person With 8) Shared Voting Power 1,724,481* 9) Sole Dispositive Power 0 10) Shared Dispositive Power 1,724,481* 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,724,481* 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 22.7% 14) Type of Reporting Person (See CO Instructions) - ---------- * Reflects 1-for-10 reverse stock split consummated by Onvia.com, Inc. in July 2002. Includes an option to purchase up to 2,000 shares of Common Stock held by Mr. Kenneth A. Fox, a Director of Internet Capital Group, Inc. Internet Capital Group, Inc. disclaims beneficial ownership of such securities. 1) Name of Reporting Persons ICG Holdings, Inc. I.R.S. Identification Nos. of Above Person 51-0396570 2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds (See Instructions) OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Delaware Number of Shares 7) Sole Voting Beneficially Owned By Each Power 0 Reporting Person With 8) Shared Voting Power 1,722,481* 9) Sole Dispositive Power 0 10) Shared Dispositive Power 1,722,481* 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,722,481* 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 22.7% 14) Type of Reporting Person (See CO Instructions) - ---------- * Reflects 1-for-10 reverse stock split consummated by Onvia.com, Inc. in July 2002. 1) Name of Reporting Persons Thornbury Insurance Co.* I.R.S. Identification Nos. of Above Person 03-0371727 2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds (See Instructions) OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Vermont Number of Shares 7) Sole Voting Beneficially Owned By Each Power - * Reporting Person With 8) Shared Voting Power - * 9) Sole Dispositive Power - * 10) Shared Dispositive Power - * 11) Aggregate Amount Beneficially Owned by Each Reporting Person - * 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) - * 14) Type of Reporting Person (See IC Instructions) - ---------- * On August 21, 2002, Thornbury Insurance Co. dissolved pursuant to Chapter 14 of the Vermont Business Corporation Act. Pursuant to the dissolution, all of the assets of Thornbury Insurance Co. were distributed to its sole stockholder, ICG Holdings, Inc. ITEM 1. SECURITY AND ISSUER This Amendment No. 2 to the Statement on Schedule 13D (this "Amendment") amends the statement previously filed on March 24, 2000, as amended on December 31, 2001, and relates to the Common Stock, par value $0.0001 per share (the "Common Stock"), of Onvia.com, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1260 Mercer Street, Seattle, Washington 98109. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This Amendment is being filed by: (i) Internet Capital Group, Inc., a Delaware corporation ("ICG"), with its principal place of business and principal office at 435 Devon Park Drive, Building 600, Wayne, Pennsylvania 19087; (ii) ICG Holdings, Inc., a Delaware corporation ("Holdings"), with its principal place of business and principal office at 100 Lake Drive, Suite 4, Pencader Corporate Center, Newark, Delaware 19702; and (iii) Thornbury Insurance Co., a Vermont insurance company ("Thornbury" and collectively with ICG and Holdings, the "Reporting Persons"), with its principal place of business and principal office at 7 Burlington Square, 6th Floor, P.O. Box 530, Burlington, Vermont 05402-0530.* ICG is an Internet company actively engaged in business-to-business e-commerce through a network of partner companies. ICG provides operational assistance, capital support, industry expertise and a strategic network of business relationships intended to maximize the long-term market potential of its business-to-business e-commerce partner companies. Holdings is a wholly-owned direct subsidiary of ICG and is a holding company. Prior to its dissolution, which is the reason for the filing of this Amendment, Thornbury was a wholly-owned direct subsidiary of Holdings and a wholly-owned indirect subsidiary of ICG and was an insurance company. The information required by Item 2 of Schedule 13D about the identity and background of the executive officers and directors of: (i) ICG is set forth on Schedule I hereto; (ii) Holdings is set forth on Schedule II hereto; and (iii) Thornbury is set forth on Schedule III hereto. (d) During the last five years, none of the Reporting Persons nor any of their respective executive officers or directors has been convicted in a criminal proceeding. (e) During the last five years, none of the Reporting Persons nor any of their respective executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All of the executive officers and directors of the Reporting Persons are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On August 21, 2002, Thornbury dissolved pursuant to Chapter 14 of the Vermont Business Corporation Act. Prior to its dissolution, after giving effect to the Issuer's July 2002 1-for-10 reverse stock split, Thornbury held 1,722,481 shares (the "Shares") of Common Stock. The Shares were distributed to Holdings in connection with the dissolution of Thornbury. - ---------- * On August 21, 2002, Thornbury dissolved pursuant to Chapter 14 of the Vermont Business Corporation Act. Pursuant to the dissolution, all of the assets of Thornbury were distributed to its sole shareholder, ICG Holdings, Inc. ITEM 4. PURPOSE OF TRANSACTION The purpose of Holdings' acquisition of the Shares from Thornbury is to wind up the affairs, and complete the dissolution, of Thornbury. Except as set forth above, none of the Reporting Persons have formulated any plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a-b) ICG may be deemed to be the beneficial owner with shared power to vote and dispose of a total of 1,724,481 shares of Common Stock (or 22.7% of the outstanding Common Stock) as calculated in accordance with Rule 13d-3(d). Holdings may be deemed to be the beneficial owner with shared power to vote and dispose of a total of 1,722,481 shares of Common Stock (or 22.7% of the outstanding Common Stock) as calculated in accordance with Rule 13d-3(d). (c) On August 21, 2002, Thornbury dissolved pursuant to Chapter 14 of the Vermont Business Corporation Act. Prior to its dissolution, Thornbury held the Shares. The Shares were distributed to Holdings in connection with the dissolution of Thornbury. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Joint Filing Agreement dated August 21, 2002. 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. Dated August 21, 2002 INTERNET CAPITAL GROUP, INC. By: /s/ HENRY N. NASSAU Henry N. Nassau Managing Director, General Counsel & Secretary Dated August 21, 2002 ICG HOLDINGS, INC. By: /s/ HENRY N. NASSAU Henry N. Nassau Vice President & Secretary Dated August 21, 2002 THORNBURY INSURANCE CO. By: /s/ HENRY N. NASSAU Henry N. Nassau Secretary SCHEDULE I INTERNET CAPITAL GROUP, INC.
Name Present Principal Employment Business Address EXECUTIVE OFFICERS Walter W. Buckley, III Chief Executive Officer & Chairman Internet Capital Group, Inc. of the Board 435 Devon Park Drive Building 600 Wayne, PA 19087 Edward H. West President & Chief Operating Officer Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Henry N. Nassau Managing Director, General Counsel & Internet Capital Group, Inc. Secretary 435 Devon Park Drive Building 600 Wayne, PA 19087 Anthony P. Dolanski Chief Financial Officer Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 DIRECTORS Walter W. Buckley, III (same as above) (same as above) Robert E. Keith, Jr. President & Chief Executive Officer TL Ventures 700 Building 435 Devon Park Drive Wayne, PA 19087 David Berkman Managing Partner Liberty Associated Partners, L.P. 3 Bala Plaza Suite 502 Bala Cynwyd, PA 19004 Kenneth A. Fox Managing Director Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Warren V. Musser Chairman Emeritus Safeguard Scientifics, Inc. 435 Devon Park Drive 700 Building Wayne, PA 19087 Thomas P. Gerrity Professor and Director of the The Wharton School e-Business Initiative University of Pennsylvania 1000 Steinberg Hall Philadelphia, PA 19104 Michael D. Zisman General Manager, Storage Software Storage Systems IBM Corporation Route 100, P.O. Box 100, MD 3419 Bldg 3, 4B-21 Somers, NY 10589
SCHEDULE II ICG HOLDINGS, INC.
Name Present Principal Employment Business Address EXECUTIVE OFFICERS Walter W. Buckley, III Chief Executive Officer & Chairman Internet Capital Group, Inc. of the Board 435 Devon Park Drive Building 600 Wayne, PA 19087 Kenneth A. Fox Managing Director Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Henry N. Nassau Managing Director, General Counsel & Internet Capital Group, Inc. Secretary 435 Devon Park Drive Building 600 Wayne, PA 19087 Edward H. West President & Chief Operating Officer Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Philip A. Rooney Vice President, Taxes Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 DIRECTORS Walter W. Buckley, III (same as above) (same as above) Henry N. Nassau (same as above) (same as above) Edward H. West (same as above) (same as above) Philip A. Rooney (same as above) (same as above)
SCHEDULE III THORNBURY INSURANCE CO.
Name Present Principal Employment Business Address EXECUTIVE OFFICERS Kenneth A. Fox Managing Director Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Henry N. Nassau Managing Director, General Counsel & Internet Capital Group, Inc. Secretary 435 Devon Park Drive Building 600 Wayne, PA 19087 Jeffrey P. Johnson Partner Primmer & Piper, P.C. 100 East State Street Montpelier, VT 05602 Philip A. Rooney Vice President, Taxes Internet Capital Group, Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 DIRECTORS Kenneth A. Fox (same as above) (same as above) Henry N. Nassau (same as above) (same as above) Jeffrey P. Johnson (same as above) (same as above) Philip A. Rooney (same as above) (same as above)
Exhibit 1 Joint Filing Agreement The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of Onvia.com, Inc. is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended. Dated August 21, 2002 INTERNET CAPITAL GROUP, INC. By: /s/ HENRY N. NASSAU Henry N. Nassau Managing Director, General Counsel & Secretary Dated August 21, 2002 ICG HOLDINGS, INC. By: /s/ HENRY N. NASSAU Henry N. Nassau Vice President & Secretary Dated August 21, 2002 THORNBURY INSURANCE CO. By: /s/ HENRY N. NASSAU Henry N. Nassau Secretary -----END PRIVACY-ENHANCED MESSAGE-----