-----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, L6GEg79MY+qh6Mi2+8eC7jVPQ+5UVyXyKv0zxsoASm1ZAicKraL258jw5Mq8uILr kqZMpQySy0SAiUTPlMo5AQ== 0000922996-01-000019.txt : 20010316 0000922996-01-000019.hdr.sgml : 20010316 ACCESSION NUMBER: 0000922996-01-000019 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000724 FILED AS OF DATE: 20010315 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EVOKE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001046832 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 841407805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: SEC FILE NUMBER: 000-31045 FILM NUMBER: 1569279 BUSINESS ADDRESS: STREET 1: 1157 CENTURY DR CITY: LOUISVILLE STATE: CO ZIP: 80027 BUSINESS PHONE: 8008787326 MAIL ADDRESS: STREET 1: 1157 CENTURY DR CITY: LOUISVILLE STATE: CO ZIP: 80027 FORMER COMPANY: FORMER CONFORMED NAME: EVOKE INC DATE OF NAME CHANGE: 20000218 FORMER COMPANY: FORMER CONFORMED NAME: VSTREAM INC /CO DATE OF NAME CHANGE: 20000214 COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL FUND V L P CENTRAL INDEX KEY: 0001026400 STANDARD INDUSTRIAL CLASSIFICATION: [] OWNER FILING VALUES: FORM TYPE: 3 BUSINESS ADDRESS: STREET 1: 1428 15TH STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3034057500 MAIL ADDRESS: STREET 1: 1428 15TH STREET CITY: DENVER STATE: CO ZIP: 80202 3 1 0001.txt FORM 3 - 7/24/00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 1. Name and Address of Reporting Person Centennial Fund V, L.P. 1428 Fifteenth Street Denver, CO 80202 USA 2. Date of Event Requiring Statement (Month/Day/Year) 7/24/00 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Issuer Name and Ticker or Trading Symbol Evoke Communications, Inc. EVOK 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) ( ) Director (X) 10% Owner ( ) Officer (give title below) ( ) Other (specify below) 6. If Amendment, Date of Original (Month/Day/Year) 7/20/00 7. Individual or Joint/Group Filing (Check Applicable Line) ( ) Form filed by One Reporting Person (X) Form filed by More than One Reporting Person
___________________________________________________________________________________________________________________________________ Table I -- Non-Derivative Securities Beneficially Owned | ___________________________________________________________________________________________________________________________________| 1. Title of Security |2. Amount of |3. Ownership |4. Nature of Indirect | | Securities | Form: | Beneficial Ownership | | Beneficially | Direct(D) or | | | Owned | Indirect(I) | | ___________________________________________________________________________________________________________________________________| ___________________________________________________________________________________________________________________________________| ___________________________________________________________________________________________________________________________________ Table II -- Derivative Securitites Beneficially Owned | ___________________________________________________________________________________________________________________________________| 1.Title of Derivative |2.Date Exer- |3.Title and Amount | |4. Conver-|5. Owner- |6. Nature of Indirect | Security | cisable and | of Underlying | |sion or |ship | Beneficial Ownership | | Expiration | Securities | |exercise |Form of | | | Date(Month/ |-----------------------|---------|price of |Deriv- | | | Day/Year) | |Amount |deri- |ative | | | Date | Expira- | |or |vative |Security: | | | Exer- | tion | Title |Number of|Security |Direct(D) or | | | cisable | Date | |Shares | |Indirect(I) | | ___________________________________________________________________________________________________________________________________| Series B Preferred Stock|Immed. |N/A |Common Stock |2,275 |(1) |D(3) | | - -----------------------------------------------------------------------------------------------------------------------------------| Series C Preferred Stock|Immed. |N/A |Common Stock |3,736,599|(2) |D(3) | | - -----------------------------------------------------------------------------------------------------------------------------------| Series D Preferred Stock|Immed. |N/A |Common Stock |1,333,333|(2) |D(3) | | - -----------------------------------------------------------------------------------------------------------------------------------| ___________________________________________________________________________________________________________________________________|
Explanation of Responses: (1) Each share of Series B Preferred Stock held by the reporting person automatically converted into 128.21 shares of Common Stock upon the closing of the issuer's public offering. (2) Each share of Series C and Series D Preferred Stock held by the reporting person automatically converted into Common Stock upon the closing of the issuer's public offering based on a 2:3 conversion ratio. (3) Centennial Holdings V, L.P., a Delaware limited partnership ("Holdings V"), is the sole general partner of Centennial Fund V, L.P., a Delaware limited partnership ("Fund V"). Prior to the Issuer's initial public offering, Fund V held 2,275 shares of the Issuer's Series B Preferred Stock, 3,736,599 shares of the Issuer's Series C Preferred Stock, and 1,333,333 shares of the Issuer's Series D Preferred Stock, all of which were converted into shares of the Issuer's Common Stock in accordance with the ratios described above as a result of the Issuer's initial public offering. By virtue of the relationships described above, Holdings V may be deemed to control Fund V and possess indirect beneficial ownership of the securities of the Issuer directly beneficially held by Fund V. Holdings V is also the sole general partner of Centennial Entrepreneurs Fund V, L.P. ("Entrepreneurs V"), and may be deemed to control Entrepreneurs V and possess indirect beneficial ownership of the Issuer's securities directly beneficially owned by Entrepreneurs V. Prior to the Issuer's initial public offering, Entrepreneurs V held 225 shares of the Issuer's Series B Preferred Stock and 115,564 shares of the Issuer's Series C Preferred Stock, all of which were converted into shares of the Issuer's Common Stock in accordance with the ratios described above as a result of the Issuer's initial public offering. Mr. Steven C. Halstedt, a director of the Issuer, is one of four general partners of Holdings V. Mr. Halstedt is also one of the five managing principals of Centennial Holdings VI, LLC, a Delaware limited liablity company ("Holdings VI"), which in turn is the sole general partner of Centennial Fund VI, L.P., a Delaware limited partnership ("Fund VI"). Prior to the Issuer's initial public offering, Fund VI held 4,742,423 shares of the Issuer's Series D Preferred Stock, all of which were converted into shares of the Issuer's Common Stock in accordance with the ratios described above as a result of the Issuer's initial public offering. Mr. Halstedt is also one of five managing principals of Centennial Holdings I, LLC, a Delaware limited liability company ("Holdings I"). Prior to the Issuer's initial public offering, Holdings I held 99,841 shares of the Issuer's Series D Preferred Stock, all of which were converted into shares of the Issuer's Common Stock in accordance with the ratios described above as a result of the Issuer's initial public offering. Holdings VI is also the sole general partner of Centennial Entrepreneurs Fund VI, L.P. ("Entrepreneurs VI") and may be deemed to control Entrepreneurs VI and possess indirect beneficial ownership of the Common Stock held by Entrepreneurs VI. Prior to the Issuer's initial public offering, Entrepreneurs VI held 124,801 shares of the Issuer's Series D Preferred Stock, all of which were converted into shares of the Issuer's Common Stock in accordance with the ratios described above as a result of the Issuer's initial public offering. Holdings VI is also the sole general partner of Centennial Strategic Partners VI, L.P. ("Strategic VI"), and may be deemed to control Strategic VI and possess indirect beneficial ownership of the Common Stock held by Strategic VI. Prior to the Issuer's initial public offering, Strategic VI held 249,602 shares of the Issuer's Series D Preferred Stock, all of which were converted into shares of the Issuer's Common Stock in accordance with the ratios described above as a result of the Issuer's initial public offering. By virtue of the relationships described above and their roles with Holdings I, Fund V, Holdings V, Fund VI, and Holdings VI, each of the four general partners of Holdings V may be deemed to control Holdings I, Holdings V, Fund V and Entrepreneurs V, and each of the five managing principals of Holdings VI may be deemed to control Holdings VI, Fund VI, Entrepreneurs VI and Strategic VI (collectively, the "Stockholders"). However, none of such general partners or managing principals, acting alone, has voting or investment power with respect to the Issuer securities directly beneficially held by the Stockholders, and, as a result, such general partners and managing principals disclaim beneficial ownership of the Issuer securities directly beneficially owned by the Stockholders except to the extent of their indirect pecuniary interest in the Stockholders. (4) This form is executed by Steven C. Halstedt, as General Partner of Centennial Holdings V, L.P., the sole General Partner of the Reporting Person. SIGNATURE OF REPORTING PERSON Steven C. Halstedt (4) DATE March 15, 2001
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