-----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, DPCpX5gE6oeif1jEFDqHRSVAeFRMt1/s2QPJ2HpPLQRVuNkjcheOB4RbdG41QzB6 wTa49lUn4kAsl2MNN6F+Og== 0000950123-02-005768.txt : 20020531 0000950123-02-005768.hdr.sgml : 20020531 20020531100112 ACCESSION NUMBER: 0000950123-02-005768 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020531 GROUP MEMBERS: GEORGE A NEEDHAM FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEEDHAM MANAGEMENT PARTNERS L P CENTRAL INDEX KEY: 0001167211 IRS NUMBER: 133683491 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123718300 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATALINK CORP CENTRAL INDEX KEY: 0001056923 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 410856543 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58833 FILM NUMBER: 02667141 BUSINESS ADDRESS: STREET 1: 7423 WASHINGTON AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6129443462 MAIL ADDRESS: STREET 1: 7423 WASHINGTON AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55439 SC 13G 1 y61194sc13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Datalink Corporation (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 237934104 (CUSIP Number) May 22, 2002 (Date of Event Which Requires Filing of This Statement) 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. 237934104 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Needham Management Partners, L.P. 13-3683491 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 883,000 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING None PERSON WITH 7 SOLE DISPOSITIVE POWER 883,000 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 883,000 shares of common stock, par value $0.001, of the Issuer ("Shares") (includes: (i) 400,000 Shares beneficially owned by Needham Emerging Growth Partners, L.P., 200,000 Shares beneficially owned by Needham Contrarian Fund, L.P. and 155,000 Shares beneficially owned by Needham Emerging Growth Partners (Caymans), L.P.; and (ii) immediately exercisable warrants to purchase 68,000 Shares beneficially owned by Needham Emerging Growth Partners, L.P., 34,000 Shares beneficially owned by Needham Contrarian Fund, L.P. and 26,000 Shares beneficially owned by Needham Emerging Growth Partners (Caymans), L.P. which Needham Management Partners, L.P. may be deemed to beneficially own by virtue of its position as general partner of each of the above private limited partnerships) 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.5% (assumes full exercise of warrants discussed in Item 9 above). 12 TYPE OF REPORTING PERSON PN CUSIP NO. 237934104 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) George A. Needham 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 883,000 PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 883,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 883,000 Shares (includes: (i) 400,000 Shares beneficially owned by Needham Emerging Growth Partners, L.P., 200,000 Shares beneficially owned by Needham Contrarian Fund, L.P. and 155,000 Shares beneficially owned by Needham Emerging Growth Partners (Caymans), L.P.; and (ii) immediately exercisable warrants to purchase 68,000 Shares beneficially owned by Needham Emerging Growth Partners, L.P., 34,000 Shares beneficially owned by Needham Contrarian Fund, L.P. and 26,000 Shares beneficially owned by Needham Emerging Growth Partners (Caymans), L.P. which Mr. Needham may be deemed to beneficially own by virtue of his position as Managing General Partner of Needham Management Partners, L.P.). 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.5% (assumes full exercise of warrants discussed in Item 9 above). 12 TYPE OF REPORTING PERSON IN Item 1(a) NAME OF ISSUER: Datalink Corporation Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 8170 Upland Circle Chanhassen, MN 55317 Item 2(a) NAME OF PERSON FILING: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Needham Management Partners, L.P. in its capacity as general partner of each of Needham Emerging Growth Partners, L.P., Needham Contrarian Fund, L.P. and Needham Emerging Growth Partners (Caymans), L.P.; and ii) George A. Needham, in his capacity as Managing General Partner of Needham Management Partners, L.P., the sole general partner of each of Needham Emerging Growth Partners, L.P., Needham Contrarian Fund, L.P. and Needham Emerging Growth Partners (Caymans), L.P. Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 445 Park Avenue New York, New York 10022 Item 2(c) CITIZENSHIP: See Item 4 of the cover pages attached hereto Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, $.001 par value Item 2(e) CUSIP NUMBER: 237934104 Item 3 Not Applicable Item 4 OWNERSHIP: (a) Amount beneficially owned and (b) Percent of Class: See Items 5 through 11 of the cover pages attached hereto This Schedule 13G shall not be construed as an admission that any Reporting Person, either for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended or for other purposes, is the beneficial owner of any securities covered by this statement. (c) See Items 5 through 8 of the cover pages attached hereto Item 5 OWNERSHIP OF FIVE 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 [ ]. Item 6 OWNERSHIP OF MORE THAN FIVE 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 OR CONTROL PERSON: See Item 9 of the cover pages attached hereto Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable Item 9 NOTICE OF DISSOLUTION OF GROUP: Not Applicable Item 10 CERTIFICATION: 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. SIGNATURES 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. May 29, 2002 NEEDHAM MANAGEMENT PARTNERS, L.P. By: /s/ George A. Needham ------------------------ George A. Needham Managing General Partner GEORGE A. NEEDHAM /s/ George A. Needham --------------------- George A. Needham EX-99.A 3 y61194exv99wa.txt JOINT FILING AGREEMENT Exhibit A JOINT REPORTING AGREEMENT The undersigned, Needham Management Partners, L.P. and George A. Needham, agree that the statement to which this exhibit is appended is filed on behalf of each of them. May 29, 2002 NEEDHAM MANAGEMENT PARTNERS, L.P. By: /s/ George A. Needham ------------------------ George A. Needham Managing General Partner GEORGE A. NEEDHAM /s/ George A. Needham --------------------- George A. Needham -----END PRIVACY-ENHANCED MESSAGE-----