-----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, HH9xvpVYGy6lfWNGPyKfQL6eHxWrymktUHADHzr0D1Q5vFT019NpaFL8l4lxcnDa P378ITNoNI+g7bJ+S5EB0w== 0000950152-02-001070.txt : 20020414 0000950152-02-001070.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950152-02-001070 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BILLSERV INC CENTRAL INDEX KEY: 0001088034 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 980190072 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58445 FILM NUMBER: 02542725 BUSINESS ADDRESS: STREET 1: 211 N LOOP 1604 STREET 2: SUITE 100 CITY: SAN ANTONIO STATE: TX ZIP: 78232 BUSINESS PHONE: 2104025000 MAIL ADDRESS: STREET 1: 211 N LOOP 1604 STREET 2: STE 100 CITY: SAN ANTONIO STATE: TX ZIP: 78232 FORMER COMPANY: FORMER CONFORMED NAME: BILLSERV COM INC DATE OF NAME CHANGE: 19990607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHECKFREE INVESTMENT CORP CENTRAL INDEX KEY: 0001104230 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 510372193 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4411 EAST JONES BRIDGE RD CITY: NORCROSS STATE: GA ZIP: 33092 BUSINESS PHONE: 7704413387 MAIL ADDRESS: STREET 1: 4411 EAST JONES BRIDGE ROAD CITY: NORCROSS STATE: GA ZIP: 30092 SC 13G/A 1 l92744bsc13ga.txt BILLSERV, INC./CHECKFREE INVESTMENT CORP. SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Billserv, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 090181 10 8 - ------------------------------------------------------------------------------- (CUSIP Number) December 31, 2001 - ------------------------------------------------------------------------------- (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 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). Billserv, Inc. CUSIP No. 090181 10 8 Page -2- 1. Names of Reporting Person: CheckFree Corporation S.S. or I.R.S. Identification No. of Above Individual (optional): 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 Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: -0- shares 6. Shared Voting Power: 3,140,742(1) 7. Sole Dispositive Power: -0- shares 8. Shared Dispositive Power: 3,140,742(1) 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,140,742 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row (9): 15.3%(2) 12. Type of Reporting Person: CO (1) Shared only by virtue of the fact that CheckFree Investment Corporation ("CheckFree Investment"), the record holder of the shares, is a wholly-owned subsidiary of CheckFree Corporation ("CheckFree"). CheckFree disclaims beneficial ownership of the shares under Rule 13d-3. Total includes 2,261,621 warrants that are exercisable within the next sixty (60) days. (2) Based on 20,538,526 shares of common stock outstanding as of December 6, 2001, according to Billserv, Inc.'s Form S-3, filed with the Commission on December 21, 2001. Billserv, Inc. CUSIP No. 090181 10 8 Page -3- 1. Names of Reporting Person: CheckFree Investment Corporation S.S. or I.R.S. Identification No. of Above Individual (optional): 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 Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: -0- shares 6. Shared Voting Power: 3,140,742(3) 7. Sole Dispositive Power: -0- shares 8. Shared Dispositive Power: 3,140,742(3) 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,140,742 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: [ ] 13. Percent of Class Represented by Amount in Row (9): 15.3%(4) 14. Type of Reporting Person: CO (3) Shared only by virtue of the fact that CheckFree Investment is a wholly owned subsidiary of CheckFree. Total includes 2,261,621 warrants that are exercisable within the next sixty (60) days. (4) Based on 20,538,526 shares of common stock outstanding as of December 6, 2001, according to Billserv, Inc.'s Form S-3, filed with the Commission on December 21, 2001. Billserv, Inc. CUSIP No. 090181 10 8 Page -4- Item 1. (a) Name of Issuer Billserv, Inc., a Nevada corporation (b) Address of Issuer's Principal Executive Offices: 211 North Loop 1604 East, Suite 100, San Antonio, Texas 78232 Item 2. (a) Name of Person Filing: (i) CheckFree Corporation (ii) CheckFree Investment Corporation (b) Address: (i) 4411 East Jones Bridge Road Norcross, GA 30092 (ii) 300 Delaware Ave. - 9th Floor Wilmington, DE 19801 (c) Citizenship or place of organization (i) and (ii): Delaware (d) Title of Class of Securities Common Stock, par value $0.001 per share (e) CUSIP Number 090181 10 8 Item 3. Not Applicable Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 3,140,742 (b) Percent of class: 15.3% Billserv, Inc. CUSIP No. 090181 10 8 Page -5- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: -0- shares (ii) Shared power to vote or to direct the vote: 3,140,742 Shared only by virtue of the fact that CheckFree Investment Corporation ("CheckFree Investment"), the record holder of the shares, is a wholly-owned subsidiary of CheckFree Corporation ("CheckFree"). CheckFree disclaims beneficial ownership of the shares under Rule 13d-3. Total includes 2,261,621 warrants that are exercisable within the next sixty (60) days. (iii) Sole power to dispose or to direct the disposition of: -0- shares (iv) Shared power to dispose or to direct the disposition of: 3,140,742 Shared only by virtue of the fact that CheckFree Investment, the record holder of the shares, is a wholly-owned subsidiary of CheckFree. CheckFree disclaims beneficial ownership of the shares under Rule 13d-3. Total includes 2,261,621 warrants that are exercisable within the next sixty (60) days. Item 5. Ownership of Five Percent or Less of a Class N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Billserv, Inc. CUSIP No. 090181 10 8 Page -6- Item 10. Certification Because this statement is filed pursuant to Rule 13d-1(c), the following certification is included: 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. Date: February 13, 2002 CheckFree Corporation By: /s/ Robert J. Tannous ------------------------------------------- Signature Robert J. Tannous, Assistant Secretary --------------------------------------------- Name/Title Date: February 13, 2002 CheckFree Investment Corporation By: /s/ Robert J. Tannous ------------------------------------------- Signature Robert J. Tannous, Assistant Secretary --------------------------------------------- Name/Title Billserv, Inc. CUSIP No. 090181 10 8 Page -7- JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Amendment No. 1 to Schedule 13G relating to the shares of common stock of Billserv, Inc. held by each of the undersigned and to all amendments to such statement. IN WITNESS WHEREOF, the undersigned hereby execute this agreement on February 13, 2002. CheckFree Corporation By: /s/ Robert J. Tannous ---------------------------------------------- Robert J. Tannous, Assistant Secretary CheckFree Investment Corporation By: /s/ Robert J. Tannous ---------------------------------------------- Robert J. Tannous, Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----