Number of Shares Beneficially Owned by Each Reporting Person With |
5. 6. 7. 8. |
Sole Voting Power: Shared Voting Power: Sole Dispositive Power: Shared Dispositive Power: |
2,394,541 2,394,541 |
Number of Shares Beneficially Owned by Each Reporting Person With |
5. 6. 7. 8. |
Sole Voting Power: Shared Voting Power: Sole Dispositive Power: Shared Dispositive Power: |
2,468,833 2,468,833 |
Number of Shares Beneficially Owned by Each Reporting Person With |
5. 6. 7. 8. |
Sole Voting Power: Shared Voting Power: Sole Dispositive Power: Shared Dispositive Power: |
2,167,830 2,167,830 |
Number of Shares Beneficially Owned by Each Reporting Person With |
5. 6. 7. 8. |
Sole Voting Power: Shared Voting Power: Sole Dispositive Power: Shared Dispositive Power: |
2,325,024 2,325,024 |
1. | Centennial Fund V, L.P., a Delaware limited partnership ("Fund V"), by virtue of its direct beneficial ownership of the Issuer's common stock (the "Shares"); | |
2. | Centennial Holdings V, L.P., a Delaware limited partnership ("Holdings V"), by virtue of being the sole general partner of Fund V and Centennial Entrepreneurs V, L.P. ("Entrepreneurs V"); | |
3. | Centennial Fund VI, L.P., a Delaware limited partnership ("Fund VI"), by virtue of its direct beneficial ownership of the Shares; and | |
4. | Centennial Holdings VI, LLC, a Delaware limited liability company ("Holdings VI"), by virtue of being the sole general partner of Fund VI, the sole general partner of Centennial Entrepreneurs VI, L.P. ("Entrepreneurs VI"), and the managing member of CSP VI Management, which in turn is the sole general partner of Centennial Strategic Partners VI, L.P. ("CSP"). | |
Fund V, Holdings V, Fund VI and Holdings VI are collectively referred to as the "Reporting Persons." | ||
Steven C. Halstedt, Jeffrey H. Schutz and David C. Hull, Jr. are the sole general partners of Holdings V (the "Holdings V Partners"). The Holdings V Partners and Duncan T. Butler, Jr. are the sole managing principals of Holdings VI (collectively, the "Individual Partners"). By virtue of the relationships described above and their roles with the Reporting Persons, each of the Holdings V Partners may be deemed to control Fund V and Holdings V, and may be deemed to possess indirect beneficial ownership of the Shares held by Fund V and Entrepreneurs V, and each of the Individual Partners may be deemed to control Fund VI and Holdings VI, and may be deemed to possess indirect beneficial ownership of the Shares held by Fund VI, Entrepreneurs VI and CSP. However, none of the Individual Partners, acting alone, has voting or investment power with respect to the Shares directly beneficially held by Fund V, Fund VI, Entrepreneurs V, Entrepreneurs VI and CSP and, as a result, each Individual Partner disclaims beneficial ownership of such Shares. |
(a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
(b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
(c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
(d) | Investment company registered under section 8 of the Investment Company Act, (15 U.S.C. 80a-8); | |
(e) | An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); | |
(f) | An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); | |
(g) | A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); | |
(h) | A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j) | Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). |
Not applicable Item 4. Ownership. |
(a) | Amount beneficially owned: |
||
As of December 31, 2004, Fund V directly beneficially owned 2,394,541 Shares. By virtue of the relationships
described in this Statement, Holdings V may be deemed to beneficially own the Shares directly beneficially owned by Fund V and the 74,292 Shares directly beneficially owned by Entrepreneurs V. | |||
As of December 31, 2004, Fund VI directly beneficially owned 2,167,830 Shares. By virtue of the relationships
described in this Statement, Holdings VI may be deemed to beneficially own the Shares directly beneficially owned by Fund VI, the 54,375 Shares directly beneficially owned by Entrepreneurs
VI and the 102,819 Shares directly beneficially owned by CSP. | |||
As of December 31, 2004, Centennial Holdings I, LLC ("Centennial LLC") directly beneficially owned 135,082 Shares.
Each of the Individual Partners is a managing director of Centennial LLC, but none of the Individual Partners, acting alone, has voting or investment power with respect to such Shares, and,
as a result, each Individual Partner disclaims beneficial ownership of the Shares held by Centennial LLC. | |||
(b) | Percent of class: |
||
The 2,394,541 Shares beneficially held by Fund V as of December 31, 2004 represent approximately 4.3% of the 56,053,988
outstanding shares as of November 9, 2004, as reported by the Issuer in its quarterly report on Form 10-Q for quarterly period ended September 30, 2004. The 2,468,833 Shares indirectly beneficially
owned by Holdings V as of December 31, 2004 represent approximately 4.4% of the outstanding shares. | |||
The 2,167,830 Shares directly beneficially held by Fund VI as of December 31, 2004 represent approximately 3.9% of the number of
outstanding shares. The 2,325,024 Shares indirectly beneficially owned by Holdings VI as of December 31, 2004 represent approximately 4.1% of the outstanding shares. | |||
(c) | Number of shares as to which such person has: |
||
(i) Sole power to vote or to direct the vote: | 2,394,541 (Fund V) 2,468,833 (Holdings V) 2,167,830 (Fund VI) 2,325,024 (Holdings VI) | ||
(ii) Shared power to vote or to direct the vote: | -0- | ||
(iii) Sole power to dispose or to direct the disposition of: | 2,394,541 (Fund V) 2,468,833 (Holdings V) 2,167,830 (Fund VI) 2,325,024 (Holdings VI) | ||
(iv) Shared power to dispose or to direct the disposition of: | -0- |
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. X |
February 7, 2005 (Date) /s/ Steven C. Halstedt (Signature) Steven C. Halstedt, as general partner of Centennial Holdings V, L.P., the general partner of Centennial Fund V, L.P., and as managing principal of Centennial Holdings VI, LLC, the general partner of Centennial Fund VI, L.P. (Name/Title) |