0000950150-01-500670.txt : 20011112 0000950150-01-500670.hdr.sgml : 20011112 ACCESSION NUMBER: 0000950150-01-500670 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011105 GROUP MEMBERS: BILL GROSS GROUP MEMBERS: IDEALAB HOLDINGS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OVERTURE SERVICES INC CENTRAL INDEX KEY: 0001060439 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954652060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56987 FILM NUMBER: 1775172 BUSINESS ADDRESS: STREET 1: 74 NORTH PASADENA AVENUE STREET 2: THIRD FLOOR CITY: PASADENA STATE: CA ZIP: 91103 BUSINESS PHONE: 6266855600 MAIL ADDRESS: STREET 1: 14 W UNION STREET CITY: PASADENA STATE: CA ZIP: 91103 FORMER COMPANY: FORMER CONFORMED NAME: GOTO COM INC DATE OF NAME CHANGE: 19990323 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IDEALAB CENTRAL INDEX KEY: 0001045647 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954569774 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 130 W UNION STREET STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91103 BUSINESS PHONE: 6265856900 MAIL ADDRESS: STREET 1: 130 W UNION ST CITY: PASADENA STATE: CA ZIP: 91103 FORMER COMPANY: FORMER CONFORMED NAME: BILL GROSS IDEALAB DATE OF NAME CHANGE: 20000121 SC 13D/A 1 a76787sc13da.txt AMENDMENT NO. 7 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 7) UNDER THE SECURITIES EXCHANGE ACT OF 1934 OVERTURE SERVICES, INC. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.0001 par value per share -------------------------------------------------------------------------------- (Title of Class of Securities) 38348T107 -------------------------------------------------------------------------------- (CUSIP Number) Todd Tappin Chief Financial Officer Overture Services, Inc. 74 North Pasadena Avenue 3rd Floor Pasadena, California 91103 (626) 685-5600 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 1, 2001 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]. (Continued on the following page) Page 1 of 12 Pages SCHEDULE 13D ---------------------------- ---------------------------- CUSIP NO. 38348T107 PAGE 2 OF 12 ---------------------------- ---------------------------- ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON BILL GROSS ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] ------ ------------------------------------------------------------------------- 3 SEC USE ONLY ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF ------ ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA ------ ------------------------------------------------------------------------- 7 SOLE VOTING POWER 6,879,915 SHARES ------ ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 SHARES OWNED BY EACH ------ ------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,879,915 SHARES ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 SHARES ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,879,915 SHARES ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ------ ------------------------------------------------------------------------- SCHEDULE 13D ---------------------------- ---------------------------- CUSIP NO. 38348T107 PAGE 3 OF 12 ---------------------------- ---------------------------- ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON BILL GROSS' IDEALAB! TAX I.D. NO. 95-4569774 ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ------ ------------------------------------------------------------------------- 3 SEC USE ONLY ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC ------ ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA ------ ------------------------------------------------------------------------- 7 SOLE VOTING POWER 6,879,915 SHARES ------ ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 SHARES OWNED BY EACH ------ ------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,879,915 SHARES ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 SHARES ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,879,915 SHARES ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ------ ------------------------------------------------------------------------- SCHEDULE 13D ---------------------------- ---------------------------- CUSIP NO. 38348T107 PAGE 4 OF 12 ---------------------------- ---------------------------- ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON IDEALAB! HOLDINGS, L.L.C. TAX I.D. NO. 95-4729649 ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ------ ------------------------------------------------------------------------- 3 SEC USE ONLY ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC ------ ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA ------ ------------------------------------------------------------------------- 7 SOLE VOTING POWER 6,279,915 SHARES ------ ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH ------ ------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,279,915 SHARES ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,279,915 SHARES ------ ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.1% ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ------ ------------------------------------------------------------------------- Page 5 of 12 ITEM 1. SECURITY AND ISSUER. This Amendment No. 7 to the Statement on Schedule 13D (the "Amendment No. 7") filed by Bill Gross, Bill Gross' idealab!, a California corporation ("idealab!"), and idealab! Holdings, L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of idealab! ("idealab! Holdings," and together with Bill Gross and idealab!, the "Reporting Persons") amends and supplements the Statement on Schedule 13D (the "Initial Filing") filed on January 3, 2000, as amended and supplemented pursuant to Amendment No. 1 filed by the Reporting Persons on January 20, 2000, Amendment No. 2 filed by the Reporting Persons on March 6, 2000, Amendment No. 3 filed by the Reporting Persons on May 9, 2001, Amendment No. 4 filed by the Reporting Persons on June 6, 2001, Amendment No. 5 filed by the Reporting Persons on July 2, 2001, and Amendment No. 6 filed by the Reporting Persons on July 5, 2001 (collectively with the Initial Filing, the "Schedule 13D"), relating to the shares of common stock, $0.0001 par value per share (the "Common Stock"), of Overture Services, Inc., a Delaware corporation, formerly known as GoTo.Com, Inc. (the "Company"). The principal executive offices of the Company are located at 74 North Pasadena Avenue, 3rd Floor, Pasadena, California 91103. Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed jointly by Bill Gross, idealab! and idealab! Holdings. (b) The address of the Reporting Persons' principal office or residence is 130 West Union Street, Pasadena, California 91103. The names, business addresses and principal businesses of each of the directors and executive officers of each of idealab! and idealab! Holdings are set forth on Schedule I hereto and incorporated by reference herein. (c) The principal business of idealab! and idealab! Holdings is the creation and operation of new technology businesses. (d) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the executive officers or directors of any of the Reporting Persons, as applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the executive officers or directors of any of the Reporting Persons, as applicable, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) To the best knowledge of idealab! and idealab! Holdings, each of their executive officers and directors is a United States citizen. Bill Gross is a United States citizen. Page 6 of 12 ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended by adding the following: During the period between October 25, 2001 and November 2, 2001, idealab! Holdings sold an aggregate of 200,000 shares of Common Stock of the Company in market transactions pursuant to a Rule 10b-5-1 plan under the Securities Exchange Act of 1934. On November 1, 2001, idealab! Holdings sold 1,600,000 shares of Common Stock of the Company in a privately-negotiated transaction. idealab! currently anticipates that it will continue to sell in market transactions shares of Common Stock, subject to market conditions. Given the Reporting Persons' current relationship with the Company, idealab! further anticipates that certain sales in market transactions would be made in accordance with a plan under Rule 10b5-1 under the Securities Exchange Act of 1934. In addition, in the future, the Reporting Persons may acquire or dispose of securities of the Company, including shares of Common Stock, directly or indirectly, in open-market or privately negotiated transactions or through registered offerings, depending upon the Reporting Persons' evaluation of the performance and prospects of the Company, and upon other developments and circumstances, including, but not limited to, general economic and business conditions, stock market conditions, and idealab!'s business and strategic objectives. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and restated in its entirety as follows: (a) As of the date hereof, idealab! is the direct record and beneficial owner of 600,000 shares of Common Stock, which constitutes approximately 1.1% of the 56,824,520 outstanding shares of Common Stock as of July 5, 2001. Mr. Gross may be deemed the beneficial owner of the shares owned by idealab! in his capacity as the Chairman of the Board of Directors and Chief Executive Officer of idealab!. idealab! Holdings is the direct record and beneficial owner of 6,279,915 shares of Common Stock, which constitutes approximately 11.1% of the 56,824,520 outstanding shares of Common Stock as of July 5, 2001. idealab! may be deemed to beneficially own the shares of Common Stock owned by idealab! Holdings, which is a wholly-owned subsidiary of idealab!. Mr. Gross may also be deemed the beneficial owner of the shares owned by idealab! Holdings in his capacity as the Chairman of the Board of Directors and Chief Executive Officer of idealab!. Each of Mr. Gross and idealab! disclaims any beneficial interest in such shares to the extent it exceeds his or its pecuniary interest. Page 7 of 12 (b) The Reporting Persons have sole power to vote or direct the vote, and to dispose or to direct the disposition of the 6,879,915 shares of Common Stock that they own of record or may be deemed to beneficially own. (c) Except for the foregoing transactions and as otherwise described in Item 4 above, there have not been any transactions in the shares of Common Stock effected by or for the account of any of the Reporting Persons or any executive officer or director or managing member of any of the Reporting Persons during the past 60 days. (d) Except as stated in this Item 5, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned of record or beneficially owned by any of the Reporting Persons. (e) Not applicable. Page 8 of 12 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: November 2, 2001 BILL GROSS By: /s/ Bill Gross -------------------------------------- Dated: November 2, 2001 BILL GROSS' IDEALAB! By: /s/ Bill Gross -------------------------------------- Name: Bill Gross Title: Chairman of the Board and Chief Executive Officer Dated: November 2, 2001 IDEALAB! HOLDINGS, L.L.C. By: /s/ Bill Gross -------------------------------------- Name: Bill Gross Title: Managing Member Page 9 of 12 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF BILL GROSS' IDEALAB! The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Bill Gross' idealab! is set forth below. Unless otherwise indicated below, the business address of each director and executive officer is Bill Gross' idealab!, 130 West Union Street, Pasadena, California 91103.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE NAME AND BUSINESS POSITION WITH BILL OFFICER OF BILL GROSS' ADDRESS GROSS' IDEALAB! IDEALAB! ---------------------------- -------------------------------- ------------------------------ Bill Gross Chairman of the Board and Chief Executive Officer Marcia Goodstein President, Chief Operating Officer and Director Robert Kavner Director Benjamin M. Rosen Director
Page 10 of 12 DIRECTORS AND EXECUTIVE OFFICERS OF IDEALAB! HOLDINGS, L.L.C. The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of idealab! Holdings, L.L.C. is set forth below. Unless otherwise indicated below, the business address of each director and executive officer is idealab! Holdings, L.L.C., 130 West Union Street, Pasadena, California 91103.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE NAME AND BUSINESS POSITION WITH IDEALAB! OFFICER OF IDEALAB! ADDRESS HOLDINGS, L.L.C. HOLDINGS, L.L.C. ---------------------------- -------------------------------- ------------------------------ Bill Gross' idealab! Member Bill Gross Managing Member
Page 11 of 12 EXHIBIT INDEX Exhibit 1.(1) Joint Filing Agreement, dated as of January 3, 2000. Exhibit 2.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Kline Hawkes California SBIC. Exhibit 3.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Howard L. Morgan. Exhibit 4.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Oliver A. McBryan. Exhibit 5.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Bob Kavner. Exhibit 6.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and William S. Elkus. Exhibit 7.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Bruce Hendricks. Exhibit 8.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Moore Global Investments, Ltd., Multi-Strategies Fund Ltd., Remington Investments Strategies, L.P. and Multi-Strategies Fund L.P. Exhibit 9.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Jim Armstrong. Exhibit 10.(2) Stock Purchase Agreement, dated as of January 17, 2000, by and between Bill Gross' idealab! and idealab! Capital Partners I-B, L.P. Exhibit 11.(3) Stockholder Agreement, dated as of March 3, 2000, by and between Bill Gross' idealab! and GoTo.com, Inc. Exhibit 12.(3) Joint Filing Agreement, dated as of March 6, 2000. ---------- (1) Previously filed on Schedule 13D, dated December 23, 1999. (2) Previously filed on Amendment No. 1 to Schedule 13D, dated January 20, 2000. (3) Previously filed on Amendment No. 2 to Schedule 13D, dated March 6, 2000. Page 12 of 12 Exhibit 13 (4) Joint Filing Agreement, dated as of May 8, 2001. Exhibit 14 (5) Lock-up Agreement, dated as of June 4, 2001, by and among Bill Gross' idealab!, GoTo.com, Inc. and Credit Suisse First Boston Corporation, Salomon Smith Barney and U.S. Bancorp Piper Jaffray, as representatives of the several underwriters. Exhibit 15 (5) Lock-up Agreement, dated as of June 4, 2001, by and among Bill Gross, GoTo.com, Inc. and Credit Suisse First Boston Corporation, Salomon Smith Barney and U.S. Bancorp Piper Jaffray, as representatives of the several underwriters Exhibit 16 (6) Underwriting Agreement, dated June 28, 2001, by and among (i) Bill Gross' idealab!, (ii) GoTo.com, Inc. and (iii) Credit Suisse First Boston Corporation, Salomon Smith Barney Inc. and U.S. Bancorp Piper Jaffray Inc, as Representatives of the several Underwriters. ---------- (4) Previously filed on Amendment No. 3 to Schedule 13D, dated May 9, 2001. (5) Previously filed on Amendment No. 4 to Schedule 13D, dated June 6, 2001. (6) Previously filed on Amendment No. 5 to Schedule 13D, dated July 2, 2001.