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.