-----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, DLpBpdIPXi6WOzyRMpjjJMlOa3lphqj9itK5GV/a4apDdUJF3LiAZ3/oFeRrG0+Y 3cDDT72xRGoJzxvVa9tP0g== 0000941655-07-000010.txt : 20070213 0000941655-07-000010.hdr.sgml : 20070213 20070213172900 ACCESSION NUMBER: 0000941655-07-000010 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: HABIB KAIROUZ GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: MARK LESCHLY GROUP MEMBERS: RHO MANAGEMENT TRUST I SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTO DATA NETWORK CENTRAL INDEX KEY: 0001029762 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133944580 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79250 FILM NUMBER: 07611827 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-897-6848 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: MEDIC MEDIA INC DATE OF NAME CHANGE: 19980626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO CAPITAL PARTNERS INC CENTRAL INDEX KEY: 0001020455 IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: RHO MANAGEMENT CO INC DATE OF NAME CHANGE: 19960806 SC 13G 1 r_adn13g.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Auto Data Network, Inc. ----------------------------------------- (Name of Issuer) Common Stock, $0.001 par value ----------------------------------------- (Title of Class of Securities) 05270Q104 ----------------------------------------- (CUSIP Number) February 7, 2007 ----------------------------------------- (Date of Event Which Requires Filing of this Statement) Filed on February 13, 2007 for the Purpose of Converting Form 13D to 13G Filing Status Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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. 05270Q104 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Capital Partners, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 2,598,853 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 2,598,853 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,853 Shares 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 4.6% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO/IA CUSIP No. 05270Q104 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Management Trust I 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 2,598,853 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 2,598,853 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,853 Shares 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 4.6% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO/IA CUSIP No. 05270Q104 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Joshua Ruch 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of South Africa NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 Shares 6 SHARED VOTING POWER 2,598,853 Shares 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 2,598,853 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,853 Shares 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 4.6% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 05270Q104 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Habib Kairouz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 Shares 6 SHARED VOTING POWER 2,598,853 Shares 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 2,598,853 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,853 Shares 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 4.6% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 05270Q104 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Mark Leschly 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Kingdom of Denmark NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 Shares 6 SHARED VOTING POWER 2,598,853 Shares 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 2,598,853 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,853 Shares 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 4.6% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN This statement on Schedule 13G relates to the Common Stock, par value $0.001 per share (the "Shares"), of Auto Data Network, Inc. (the "Issuer") beneficially owned by Rho Capital Partners, Inc., Rho Management Trust I, Joshua Ruch, Habib Kairouz and Mark Leschly, as follows below. This statement is filed for the purpose of converting the statement filed previously by the reporting persons on Schedule 13D to a statement on Schedule 13G. Item 1(a) Name of issuer: Auto Data Network, Inc., a Delaware corporation (the "Company"). Item 1(b) Address of issuer's principal executive offices: 712 Fifth Avenue, 19th Floor, New York, New York 10019. Item 2. Identity of Persons Filing. (a) This Statement is being filed by Rho Capital Partners, Inc. ("Rho"), a New York corporation, and its shareholders Joshua Ruch, Habib Kairouz and Mark Leschly, and Rho Management Trust I ("Trust I"), a New York grantor trust. Rho has investment authority over a number of investment vehicles, and in such capacity may be deemed to exercise investment and voting control over Shares registered in the names of such vehicles, including Trust I, the registered owner of the Shares reported hereby. Joshua Ruch, Habib Kairouz and Mark Leschly may be deemed to have shared authority over the Shares reported by Rho herein. (b)-(c) Rho is a New York corporation, with its address at 152 West 57th Street, 23rd Floor, New York, New York 10019. Rho Management Trust I is a New York grantor trust, with its address at 152 West 57th Street, 23rd Floor, New York, New York 10019. Mr. Ruch is a citizen of the Republic of South Africa, with his address c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019. Mr. Kairouz is a citizen of Canada, with his address c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019. Mr. Leschly is a citizen of the Kingdom of Denmark, with his address c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019. (d) Title of class of securities: Common Stock (e) CUSIP No.: 05270Q104 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (I) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [x] Item 4. Ownership See cover page for each reporting person. As the ultimate holder of voting and investment authority over the Shares owned by its investment advisory clients, Rho may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of 2,598,853 Shares reported by Trust I hereby, constituting 4.6% of the approximately 56,962,700 Shares of Issuer Common Stock outstanding as of January 17, 2007 (based on information provided by the Issuer). As stockholders of Rho, Joshua Ruch, Habib Kairouz and Mark Leschly may be deemed to share investment and voting control over the Shares reported herein by Rho. Accordingly, each of Messrs. Ruch, Kairouz and Leschly may be deemed to be the beneficial owner of the 2,598,853 Shares reported by Rho hereunder, constituting 4.6% of the approximately 56,962,700 Shares of Issuer Common Stock outstanding as of January 17, 2007 (based on information provided by the Issuer). Other than Shares in which they have a pecuniary interest, each of Messrs. Ruch, Kairouz and Leschly disclaims beneficial ownership of the Shares reported by this Statement. Item 5. Ownership of 5 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: [ ] Items 6. Ownership of More than 5 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. Certifications 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. Dated: February 7, 2007. RHO CAPITAL PARTNERS, INC. By: /s/ Jeffrey I. Martin ------------------------------------- Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT TRUST I By: RHO CAPITAL PARTNERS, INC. as Investment Advisor By: /s/ Jeffrey I. Martin ------------------------------------- Jeffrey I. Martin, Authorized Signer JOSHUA RUCH /s/ Jeffrey I. Martin ------------------------------------- Jeffrey I. Martin, Authorized Signer HABIB KAIROUZ /s/ Jeffrey I. Martin ------------------------------------- Jeffrey I. Martin, Authorized Signer MARK LESCHLY /s/ Jeffrey I. Martin ------------------------------------- Jeffrey I. Martin, Authorized Signer EX-99 2 r_adn13g-99.txt JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto, and any filing on Schedule 13D relating to the same investment) with respect to the shares of common stock, par value $0.001 per share, of Auto Data Network, Inc.,and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. Dated: February 7, 2007. RHO CAPITAL PARTNERS, INC. By: /s/ Jeffrey I. Martin ------------------------------------- Jeffrey I. Martin, Authorized Signer RHO MANAGEMENT TRUST I By: Rho Capital Partners, Inc. as Investment Advisor By: /s/ Jeffrey I. Martin ------------------------------------- Jeffrey I. Martin, Authorized Signer JOSHUA RUCH /s/ Jeffrey I. Martin ------------------------------------- Jeffrey I. Martin, Authorized Signer HABIB KAIROUZ /s/ Jeffrey I. Martin ------------------------------------- Jeffrey I. Martin, Authorized Signer MARK LESCHLY /s/ Jeffrey I. Martin ------------------------------------- Jeffrey I. Martin, Authorized Signer -----END PRIVACY-ENHANCED MESSAGE-----