-----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, WwDnPtTTYZzdS3MpfOdn1DKWOOsDCJD6DGDAMV6TeSyDdZF/frwldvKEPm459gjc dHuSWCHKGwyNFjdG9GjaIw== 0000902561-99-000560.txt : 19991123 0000902561-99-000560.hdr.sgml : 19991123 ACCESSION NUMBER: 0000902561-99-000560 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIALINK CO CENTRAL INDEX KEY: 0001017137 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 731247666 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-57033 FILM NUMBER: 99762330 BUSINESS ADDRESS: STREET 1: 13800 BENSON RD CITY: EDMOND STATE: OK ZIP: 73013 BUSINESS PHONE: 4059362500 MAIL ADDRESS: STREET 1: 13800 BENISON RD CITY: EDMOND STATE: OK ZIP: 73103 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED INTELLIGENCE GROUP INC DATE OF NAME CHANGE: 19960618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LASKAWY PHILIP A CENTRAL INDEX KEY: 0001099296 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 1285 AVE. OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- SCHEDULE 13D UNDER THE SECURITIES ACT OF 1934 The viaLink Company - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 92552Q 10 1 - ------------------------------------------------------------------------------- (CUSIP Number) Douglas M. Galin Ernst & Young U.S. LLP 787 Seventh Avenue New York, N.Y. 10019 (212) 773-3000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 9, 1999 - ------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b) (3) or (4), check the following box [ ] CUSIP NO.: 92552Q 10 1 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Ernst & Young U.S. LLP / 34-6565596 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (_) (b) ( ) - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) (_) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ------------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES 250,000 shares of Common Stock BENEFICIALLY ------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 250,000 shares of Common Stock - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 shares of Common Stock - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (_) - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN Page 2 of 8 Pages CUSIP NO.: 92552Q 10 1 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Philip A. Laskawy - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (_) (b) ( ) - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) (_) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 250,000 shares of Common Stock BENEFICIALLY -------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 250,000 shares of Common Stock - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 shares of Common Stock - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (_) - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN Page 3 of 8 Pages ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is the common stock, $0.001 par value per share ("Common Stock") of The viaLink Company, an Oklahoma corporation ("Issuer"), with its principal executive office located at 13800 Benson Road, Edmond, Oklahoma 73013. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) This statement is being filed by Ernst & Young U.S. LLP ("E&Y"), a limited liability partnership organized under the laws of the State of Delaware, and by Philip A. Laskawy. E&Y's principal business is providing professional and business services and activities. E&Y's principal business address is 787 Seventh Avenue, New York, N.Y. 10019. E&Y is comprised of approximately 2,400 partners. E&Y's business is managed by its Management Committee, which acts upon a vote of two-thirds of its members, under the direction of E&Y's Chairman and Chief Executive Officer. The day-to-day management of E&Y is the responsibility of E&Y's Chairman and Chief Executive Officer, Philip A. Laskawy. This statement is also being filed by Philip A. Laskawy, E&Y's Chairman and Chief Executive Officer. Mr. Laskawy's address is Ernst & Young U.S. LLP, 787 Seventh Avenue, New York, N.Y. 10019. As a result of Mr. Laskawy's management responsibilities, he may be deemed to have shared voting and/or dispositive power over the shares of Common Stock owned by E&Y. (d) During the last five years, neither E&Y nor Mr. Laskawy has been convicted in any criminal proceeding. (e) During the last five years, neither E&Y nor Mr. Laskawy 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) Mr. Laskawy is a U.S. citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate purchase price paid for the shares of Common Stock was $2,000,000, which came from cash or other working capital of E&Y. ITEM 4. PURPOSE OF TRANSACTION. The Common Stock reported herein was acquired for investment purposes and in conjunction with a strategic relationship between the Issuer and E&Y. This strategic relationship Page 4 of 8 Pages is represented by two agreements with the Issuer, each dated as of May 3, 1999: (1) an Amended and Restated Alliance Agreement; and (2) a Master Services Agreement. The Amended and Restated Alliance Agreement is a non-exclusive agreement by which E&Y agreed to provide to the Issuer certain consulting services, including services related to general systems integration, implementation, project management and training. Under this agreement, the Issuer has agreed to pay to E&Y a royalty for a period of two years. In accordance with the terms and conditions of the Master Services Agreement, E&Y has agreed to provide professional services to the Issuer to advance the implementation of its viaLink services. The Issuer will pay for E&Y's services either in cash or in shares of Common Stock. Notwithstanding the foregoing, E&Y has no current plan or proposal which relates to, or would result in, any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) On August 6, 1999, E&Y acquired 62,500 shares of Common Stock, representing approximately 1.4% of the Common Stock outstanding as of November 10, 1999. On November 9, 1999, E&Y acquired the right to acquire an additional 187,500 shares of Common Stock, representing approximately 4.3% of the Common Stock outstanding as of November 10, 1999, pursuant to a warrant, dated May 3, 1999, and notice of its exercise of such warrant. Mr. Laskawy, Chairman and Chief Executive Officer of E&Y, may be deemed to control E&Y for these purposes. Thus, both E&Y and Mr. Laskawy may be deemed to have ownership of all 250,000 shares of Common Stock. (b) Because Mr. Laskawy may be deemed to control E&Y for these purposes, E&Y and Mr. Laskawy may be deemed to have shared voting and dispositive power over all of the shares of Common Stock reported herein. (c) On November 9, 1999, E&Y acquired the right to acquire an additional 187,500 shares of Common Stock, representing approximately 4.3% of the Common Stock outstanding as of November 10, 1999, pursuant to a warrant, dated May 3, 1999, and notice of its exercise of such warrant. (d) none (e) none ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Registration Rights Agreement, dated May 3, 1999, which is an exhibit to this schedule, and is hereby incorporated by reference. Page 5 of 8 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Number Description - ------- ----------- 1. Warrant To Purchase Common Stock, Warrant No. EY-001, dated as of May 3, 1999 (incorporated by reference to Exhibit No. 4.1 to Issuer's Form 8- K, dated as of May 3, 1999). 2. Registration Rights Agreement, dated as of May 3, 1999 (incorporated by reference to Exhibit No. 4.2 to Issuer's Form 8-K, dated as of May 3, 1999). 3. Amended and Restated Alliance Agreement, dated as of May 3, 1999 (incorporated by reference to Exhibit No. 10.1 to Issuer's Form 8-K, dated as of May 3, 1999). 4. Master Services Agreement, dated as of May 3, 1999 (incorporated by reference to Exhibit No. 10.2 to Issuer's Form 8-K, dated as of May 3, 1999). Page 6 of 8 Pages 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. Dated: November 22, 1999 Ernst & Young U.S. LLP /s/ Philip A. Laskawy - ------------------------- By: Philip A. Laskawy Title: Chairman and Chief Executive Officer Page 7 of 8 Pages 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. Dated: November 22, 1999 By: Philip A. Laskawy /s/ Philip A. Laskawy - ------------------------- (signature) Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----