-----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, LyghpbTUjE+W0hgwMkkCMskFB96qamGzcufTKp34dzjSjfMEdNOS3ERCIDnw4vhj IrDLLoTjea3KmyRoK2ZVKQ== 0001092388-00-000046.txt : 20000215 0001092388-00-000046.hdr.sgml : 20000215 ACCESSION NUMBER: 0001092388-00-000046 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000214 GROUP MEMBERS: BILL GROSS IDEALAB GROUP MEMBERS: WILLIAM GROSS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TICKETS COM INC CENTRAL INDEX KEY: 0001038083 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 061424841 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-58209 FILM NUMBER: 544106 BUSINESS ADDRESS: STREET 1: 4675 MACARTHUR COURT SUITE 1400 STREET 2: 714-862-5400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9498625400 MAIL ADDRESS: STREET 1: 4675 MACARTHUR CT STREET 2: SUITE 1400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: ADVANTIX INC DATE OF NAME CHANGE: 19990202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BILL GROSS IDEALAB CENTRAL INDEX KEY: 0001045647 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954569774 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13G 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 SC 13G 1 SC 13G ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response 14.90 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ________)* Tickets.com, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock ($.000225 par value) - ------------------------------------------------------------------------------- (Title of Class of Securities) 88633M101 ------------------------------------- (CUSIP Number) December 31, 1999 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is filed: |_| Rule 13d-1(b) |_| Rule 13d-1(c) |X| Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting 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 disclosures provided in a prior cover page. The information required on 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). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. Page 1 of 8 pages
CUSIP NO. 88633M101 - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Bill Gross' idealab! (95-4569774) - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States of America - ------------------------------------------------------------------------------ Number of 5. Sole Voting Power 2,708,338 shares Shares ----------------------------------------------------------- Beneficially 6. Shared Voting Power 1,460,053 shares Owned by Each ------------------------------------------------------------ Reporting 7. Sole Dispositive Power 2,708,338 shares Person With: ------------------------------------------------------------ 8. Shared Dispositive Power 1,460,053 shares - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,168,391 shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 7.3% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------
Page 2 of 8 pages
CUSIP NO. 88633M101 - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). William Gross - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- 3. SEC Use only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 2,708,338 shares Shares ------------------------------------------------------------ Beneficially 6. Shared Voting Power 1,460,053 shares Owned by ------------------------------------------------------------ Each 7. Sole Dispositive Power 2,708,338 shares Reporting ------------------------------------------------------------ Person With: 8. Shared Dispositive Power 1,460,053 shares ------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,168,391 shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 7.3% 12. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------
Page 3 of 8 pages ITEM 1. (a) Name of Issuer: Tickets.com, Inc. (b) Address of Issuer's Principal Executive Offices: 555 Anton Boulevard, 12th Floor, Costa Mesa, California 92626 ITEM 2. (a) Name of Person Filing: This statement is being filed jointly by Bill Gross' idealab!, a California corporation ("BGIL") and William Gross, an individual (Mr. Gross and BGIL are referred to collectively as the "Reporting Persons"). (b) Address of Principal Business Offices or, if none, Residence: The principal business offices of each of the Reporting Persons is 130 W. Union St., Pasadena, CA 91103. (c) Citizenship: BGIL is a California corporation and Mr. Gross is a citizen of the United States of America. (d) Title of Class of Securities: Common Stock ($.000225 par value) ("Common Stock") (e) CUSIP Number: 88633M101 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 70o) (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 of 1940 (15 U.S.C. 80a-8) (e) |_| An investment adviser in accordance withss.240.13d-1(b)(1) (ii)(E) (f) |_| An employee benefit plan or endowment fund in accordance withss.240.13d-1(b)(1)(ii)(F) (g) |_| A parent holding company or control person in accordance withss.240.13d-1(b)(1)(ii)(G) (h) |_| A savings associations 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 fefinition 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 withss.240.13d-1(b)(1)(ii)(J) Page 4 of 8 pages ITEM 4. OWNERSHIP As of February 14, 2000, each of the Reporting Persons may be deemed the beneficial owner of the following number of shares of Common Stock: (a) Amount Beneficially Owned: 4,168,391* . (b) Percent of Class: 7.3% . (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 2,708,338 . (ii) Shared power to vote or to direct the vote: 1,460,053 . (iii) Sole power to dispose or to direct the disposition of: 2,708,338 . (iv) Shared power to dispose or to direct the disposition of: 1,460,053 . - ------------------------------------------------------------------------------- * idealab! Holdings, L.L.C., a Delaware limited liability company ("Holdings"), is the record owner of 2,708,338 shares of Common Stock. Holdings is a wholly-owned subsidiary of BGIL and is controlled by BGIL. Mr. Gross is the Chairman of the Board of Directors and President of BGIL and the Managing Member of Holdings and exercises voting and investment power over shares held beneficially by those entities. idealab! Capital Partners I-A, L.P., a Delaware limited partnership ("ICP I-A"), is the record owner of 803,059 shares of Common Stock and idealab! Capital Partners I-B, L.P., a Delaware limited partnership ("ICP I-B"), is the record owner of 656,99 shares of Common Stock. idealab! Capital Management I, L.L.C., a Delaware limited liability company ("ICM"), may be deemed the beneficial owner of shares of Common Stock held by ICP I-A and ICP I-B in its capacity as the general partner of ICP I-A and ICP I-B. Mr. Gross is a Managing Member of ICM and shares voting and investment power over shares held beneficially by ICM. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION By signing below each of the undersigned certifies that, to the best of the undersigned's 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. Page 5 of 8 pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that that information set forth in this statement is true, complete and correct. Date: February 14, 2000 BILL GROSS' IDEALAB! By /s/ William Gross --------------------------------- Name: William Gross Title: Chairman of the Board and President Date: February 14, 2000 /s/ William Gross --------------------------------- Name: William Gross Page 6 of 8 pages EXHIBIT INDEX PAGE NO. A. Joint Filing Agreement, dated February 14, 2000 by and between Bill Gross' idealab! and William Gross 8 Page 7 of 8 pages EX-99.A 2 JOINT FILING AGREEMENT EXHIBIT 99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G dated February 14, 2000 with respect to the Common Stock of Tickets.com, Inc. is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute one and the same instrument. Date: February 14, 2000 BILL GROSS' IDEALAB! By /s/ William Gross -------------------------------- Name: William Gross Title: Chairman of the Board and President Date: February 14, 2000 /s/ William Gross -------------------------------- Name: William Gross Page 8 of 8 pages -----END PRIVACY-ENHANCED MESSAGE-----