SC 13D 1 y53177sc13d.txt SCHEDULE 13D 1 CUSIP No. 855546107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 OMB APPROVAL ------------------------- OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response...14.9 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)* StarMedia Network, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value -------------------------------------------------------------------------------- (Title of Class of Securities) 855546107 -------------------------------------------------------------------------------- (CUSIP Number) Harvey M. Eisenberg, Esq. O'Sullivan LLP 30 Rockefeller Plaza - 24th Floor New York, N.Y. 10112 (212) 408-2400 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 29, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies of this statement are to be sent. *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). 2 CUSIP No. 855546107 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). J.P. Morgan Partners (SBIC), LLC -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ------------------------------------------------------------------------- (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 12,914,803 Beneficially Owned ----------------------------------------------------- by Each Reporting 8. Shared Voting Power 0 Person With ----------------------------------------------------- 9. Sole Dispositive Power 12,914,803 ----------------------------------------------------- 10. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,914,803 -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 18.0% -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) 00 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 3 CUSIP No. 855546107 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). J.P. Morgan Partners (BHCA), L.P. -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ------------------------------------------------------------------------ (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 1,868,003 Beneficially Owned ----------------------------------------------------- by Each Reporting 8. Shared Voting Power 0 Person With ----------------------------------------------------- 9. Sole Dispositive Power 1,868,003 ----------------------------------------------------- 10. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,868,003 -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 2.6% -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 3 4 CUSIP No. 855546107 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Quetzal/J.P. Morgan Partners, L.P. -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ------------------------------------------------------------------------ (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 98,361 Beneficially Owned ----------------------------------------------------- by Each Reporting 8. Shared Voting Power 0 Person With ----------------------------------------------------- 9. Sole Dispositive Power 98,361 ----------------------------------------------------- 10. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 98,361 -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 1.4% -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 4 5 CUSIP No. 855546107 ITEM 1. SECURITY AND ISSUER The class of equity securities to which this statement relates is common stock, par value $0.001 per share (the "Common Stock"), of StarMedia Network, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 75 Varick Street, New York, N.Y. 10013. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This statement is being filed by J.P. Morgan Partners (SBIC), LLC (formerly known as Chase Venture Capital Associates, LLC), a Delaware limited liability company ("JPMP (SBIC)"), J.P. Morgan Partners (BHCA), L.P. (formerly known as Chase Equity Associates, L.P.), a Delaware limited partnership ("JPMP (BHCA)") and Quetzal/J.P. Morgan Partners, L.P. (formerly known as Quetzal/Chase Capital Partners, L.P.), a Delaware limited partnership ("Quetzal/JPMP", and together with JPMP (SBIC) and JPMP (BHCA), the "Reporting Persons"). Each of the Reporting Persons is engaged in the venture capital and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business address, principal occupation and employment of each executive officer and director of JPMP (SBIC). JPMP (SBIC) is a wholly owned subsidiary of JPMP (BHCA), whose principal business office is located at the same address as JPMP (SBIC). The general partner of JPMP (BHCA) is JPMP Master Fund Manager, L.P. (formerly known as Chase Capital Partners, a New York general partnership), a Delaware limited partnership ("JPMP Master Fund"), whose principal business office is located at the same address as JPMP (SBIC), and is also directly or indirectly (through affiliates) engaged in the venture capital and leveraged buyout business. The general partner of JPMP Master Fund is JPMP Capital Corp. (formerly known as Chase Capital Corporation), a New York corporation ("JPMP Capital Corp."), whose principal business office is located at the same address as JPMP (SBIC), and is also directly or indirectly (through affiliates) engaged in the venture capital and leveraged buyout business. Set forth in Schedule B hereto and incorporated herein by reference are the names, business address, principal occupation and employment of each executive officer and director of JPMP Capital Corp. JPMP Capital Corp. is a wholly owned subsidiary of J.P. Morgan Chase & Co. (formerly known as The Chase Manhattan Corporation), a Delaware corporation ("JP Morgan Chase"), which is engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule C hereto and incorporated herein by reference are the names, business address, principal occupation and employment of each executive officer and director of JP Morgan Chase. The sole general partner of Quetzal/JPMP is Quetzal/J.P. Morgan Partners (GP), LLC (formerly known as Quetzal/Chase Capital Equity Partners, LLC), a Delaware limited liability company ("Quetzal (GP)"), whose principal business office is located at the same address as JPMP (SBIC), and is also directly or indirectly (through affiliates) engaged in the venture capital and leveraged buyout business. The managing members of Quetzal (GP) are Reginald Hollinger and Lauren Tyler. The sole non-managing member of Quetzal (GP) is JPMP Master Fund. Quetzal (GP) has no directors or officers. Insofar as the requirements of Items 3-6 inclusive of this Schedule 13D require that, in addition to the Reporting Persons, the information called for therein should be given with respect to each of the persons listed in this Item 2, including JPMP Master Fund, JPMP Master 5 6 CUSIP NO. 855546107 Fund's individual partners, JPMP Capital Corp., JPMP Capital Corp's executive officers and directors, JP Morgan Chase and JP Morgan Chase's executive officers and directors, the information provided in Items 3-6 with respect to the Reporting Persons should also be considered fully responsive with respect to the aforementioned persons who have no separate interests in the Issuer's Common Stock which is required to be reported thereunder. Although the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), might also be deemed to constitute those persons beneficial owners of the Issuer's Common Stock acquired by the Reporting Persons, neither the filing of this statement nor any of its contents shall be deemed an admission that any of such persons is a beneficial owner of the Issuer's Common Stock acquired by the Reporting Persons or a member of a group together with the Reporting Persons either for the purpose of Schedule 13D of the Exchange Act or for any other purpose with respect to the Issuer's Common Stock. (d) - (e) To the Reporting Persons' knowledge, the response to Items 2(d) and (e) of this Schedule 13D is negative with respect to the Reporting Persons and all persons whom information is required hereunder by virtue of the Reporting Persons' response to Item 2. (f) Except as set forth on Schedules A, B and C hereto, each of the executive officers and directors of JPMP (SBIC), JPMP Capital Corp. and JP Morgan Chase is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION PURCHASE OF CAPITAL STOCK TRANSACTIONS INVOLVING THE ISSUER In July 1997, JPMP (SBIC) and the Flatiron Fund LLC (the "Flatiron Fund", and together with its affiliates, the "Flatiron Investors") purchased 5,535,000 and 465,000 shares, respectively, of the Issuer's Series A Convertible Preferred Stock (the "1997 Series A Preferred Stock"), for an aggregate purchase price of $2,767,500 and $232,500, respectively. The transaction is described in more depth in the Series A Convertible Preferred Stock Purchase Agreement dated as of July 25, 1997 (the "July 25 Purchase Agreement"), a copy of which is filed as Exhibit 1 hereto and is incorporated by reference into this Item 3. In December 1997, JPMP (SBIC) sold 300,000 shares of its 1997 Series A Preferred Stock to New York City Investment Fund, LLC, for an aggregate purchase price of $150,000, pursuant to a Stock Purchase Agreement dated as of November 14, 1997. In January 1998, JPMP (SBIC) and the Flatiron Fund purchased the Issuer's 8% Convertible Subordinated Notes in the aggregate amount of $3,590,000 and $410,000, respectively, due on the earlier of July 21, 1998 or the closing of the Issuer's Series B Preferred Stock financing; these were repaid in full on or about February 20, 1998. In February 1998, JPMP (SBIC) and the Flatiron Fund purchased 2,393,333 and 273,333 shares, respectively, of the Issuer's Series B Redeemable Convertible Stock (the "1998 Series B Preferred Stock"), for an aggregate purchase price of $3,589,999.50 and $409,999.50, 6 7 CUSIP NO. 855546107 respectively. The transaction is described in more depth in the Series B Convertible Preferred Stock Purchase Agreement dated as of February 20, 1998 (the "February 20 Purchase Agreement"), a copy of which is filed as Exhibit 2 hereto and is incorporated by reference into this Item 3. In August 1998, JPMP (SBIC) and certain of the Flatiron Investors purchased the Issuer's 8% Convertible Subordinated Notes due on the earlier of December 31, 1998 or the closing of the Issuer's Series C Preferred Stock financing in the aggregate amount of $1,800,000 and $200,000, respectively; these were repaid in full on August 24, 1998. In August 1998, JPMP (SBIC) and certain of the Flatiron Investors purchased 3,750,000 and 416,667 shares, respectively, of the Issuer's Series C Convertible Preferred Stock (the "1998 Series C Preferred Stock"), for an aggregate purchase price of $18,000,000 and $2,000,000.60, respectively. The transaction is described in more depth in the Series C Convertible Preferred Stock Purchase Agreement dated as of August 24, 1998 (the "August 24 Purchase Agreement" and together with the July 25 Purchase Agreement and the February 20 Purchase Agreement, the "Purchase Agreements"). A copy of the August 24 Purchase Agreement is filed as Exhibit 3 hereto and is incorporated by reference into this Item 3. On May 15, 1999, the Issuer initiated an initial public offering of its Common Stock, and as a result thereof (i) each of the 1997 Series A Preferred Stock, the 1998 Series B Preferred Stock and the 1998 Series C Preferred Stock held by JPMP (SBIC) and certain of the Flatiron Investors was automatically converted into shares of the Issuer's Common Stock and (ii) each of the Purchase Agreements terminated, and as a result thereof JPMP (SBIC) became the record holder of 11,378,333 shares of Common Stock and certain of the Flatiron Investors became the record holders of 1,155,000 shares of Common Stock. In addition, in May 1999, JPMP (SBIC) and certain of the Flatiron Investors purchased 360,000 and 90,000 shares, respectively, of the Issuer's Common Stock pursuant to open market transactions, for an aggregate purchase price equal to $5,250,000 and $1,350,000, respectively. JPMP (BHCA) and certain of the Flatiron Investors, (collectively, the "Gratis1 Noteholders") purchased debt securities from Gratis1, Inc., a Delaware corporation ("Gratis1"), in an aggregate amount of $17,300,000. Approximately $10,300,000 of such securities were backed by a limited guaranty by the Issuer, payable in Common Stock of the Issuer. The transactions are described in more depth in the Amended and Restated Stock Purchase Agreement, dated September 30, 2000, among the Company and the Gratis1 Noteholders (the "September 30 Purchase Agreement") and in the Stock Purchase Agreement, dated December 22, 2000, among the Company and the Gratis1 Noteholders (the "December 22 Purchase Agreement"). A copy of the September 30 Purchase Agreement and the December 22 Purchase Agreement are filed as Exhibits 4 and 5, respectively, hereto and are incorporated by reference into this Item 3. In February 2001, the Issuer issued 912,406 shares of its Common Stock to JPMP (BHCA) and 146,070 shares of its Common Stock to certain of the Flatiron Investors, pursuant to the guaranty of approximately $7,000,000 of the guaranty of the principal amount of such securities. In connection with the remaining $3,300,000 guaranty, the Issuer has agreed to issue approximately 1,148,000 shares of its Common Stock to JPMP (BHCA) and certain of the Flatiron Investors in full settlement of the guaranty. 7 8 CUSIP NO. 855546107 In May 2001, JPMP (SBIC) purchased 117,647 shares of Series A Convertible Preferred Stock, $0.001 par value per share (the "2001 Series A Preferred Stock") from the Issuer for an aggregate purchase price equal to $2,999,999. The transaction is described in more depth in the Securities Purchase Agreement dated May 30, 2001 (the "May 30 Purchase Agreement"), a copy of which is filed as Exhibit 6 hereto and is incorporated by reference into this Item 3. The May 30 Purchase Agreement provides JPMP (SBIC) with preemptive rights, subject to certain restrictions, to purchase additional shares of Common Stock in order to maintain its ownership percentage interest in the Issuer in the event that the Issuer proposes to issue, sell or exchange any additional capital stock or other equity securities. The May 30 Purchase Agreement provides for various demand and piggy-back registration rights of JPMP (SBIC), and includes customary provisions relating to registration procedures, payment of expenses and indemnification. JPMP (SBIC) will have unlimited piggy-back registration rights, subject to certain restrictions, until the fifth anniversary of the closing of the purchase of the 2001 Series A Preferred Stock. The Certificate of Designation of the Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (the "Certificate of Designation") sets forth the rights, preferences and privileges of the 2001 Series A Preferred Stock. The shares of 2001 Series A Preferred Stock are convertible at the option of the holder thereof at anytime or from time to time into 1,176,470 shares of the Issuer's Common Stock. Dividends accrue at a rate of 6% per annum. After 60 months from May 30, 2001, the Issuer shall redeem the 2001 Series A Preferred Stock for cash or shares of the Issuer's stock. Pursuant to the terms of the 2001 Series A Preferred Stock, the Issuer may not, without the affirmative vote or written consent of at least a majority of all outstanding shares of 2001 Series A Preferred Stock, voting or consenting separately as a class, consummate a transaction constituting a change of control unless prior to such consummation the Issuer has made arrangements that ensure the payment to each holder of 2001 Series A Preferred Stock of an amount per share equal to $25.50 (the original price per share for the 2001 Series A Preferred Stock), subject to adjustment in the event of stock splits, subdivisions or combinations or reclassifications, plus all accrued and unpaid dividends. On March 30, 2001, the Issuer entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Obsidiana, Inc., a Delaware corporation ("Obsidiana"), in which the Issuer agreed to acquire certain assets of Obsidiana in exchange for 1,125,000 shares (the "Obsidiana Payment Shares") of the Issuer's Common Stock. A copy of the Asset Purchase Agreement is filed as Exhibit 7 hereto and is incorporated by reference into this Item 3. At the time of the execution of the Asset Purchase Agreement, the principal noteholders of Obsidiana were JPMP (BHCA), Quetzal/JPMP and certain of the Flatiron Investors (collectively, the "Obsidiana Noteholders"). Pursuant to a Sideletter Agreement, dated March 30, 2001, between Obsidiana and the Obsidiana Noteholders (the "Obsidiana Sideletter Agreement"), Obsidiana agreed to exchange the Obsidiana Payment Shares for payment of the total outstanding principal amount of the outstanding notes held by the Obsidiana Noteholders. The transactions contemplated by the Asset Purchase Agreement were consummated on August 29, 2001, and the Issuer issued 955,597 shares of its Common Stock to JPMP (BHCA), 98,361 shares of its Common Stock to Quetzal/JPMP and 71,042 shares of its Common Stock to certain of the Flatiron Investors. A copy of the Obsidiana Sideletter Agreement is filed as Exhibit 8 hereto and is incorporated by reference into this Item 3. 8 9 CUSIP NO. 855546107 In addition to the debt and equity purchases described above, J.P. Morgan Securities Inc. ("JPMP Securities"), an affiliate of JPMP (SBIC), is party to certain agreements with the Issuer pursuant to JPMP Securities performs various investment banking and advisory services on behalf of the Issuer. In 1998, JPMP Securities received an aggregate amount of $1,200,000 for these services. Also, in addition to the foregoing, Susan Segal, Partner - Head of the Latin American Group of JPMP Master Fund, the sole general partner of JPMP (SBIC), is currently a member of the Issuer's Board of Directors. In addition, the Flatiron Investors and/or affiliates of the Flatiron Investors (collectively, the "Flatiron Group") are parties to certain co-investment arrangements with JPMP Master Fund and/or affiliates of JPMP Master Fund (the "JPMP Entities") pursuant to which the parties thereto have agreed to develop and manage a venture capital investment program for the purpose of making private investments, primarily in the securities of early stage companies in the internet area (the "Program"). In substance, the Program is similar to a venture capital investment firm, with certain of the Flatiron Investors receiving the equivalent of a standard carried interest from the JPMP Entities. Upon the occurrence of certain contingencies that are outside of the control of the JPMP Entities, certain of the JPMP Entities may acquire a pecuniary interest in the investments made by the Flatiron Investors. None of the JPMP Entities presently has any beneficial or pecuniary interest in the shares of the Issuer held by the Flatiron Investors. SOURCE OF FUNDS The funds provided by the Reporting Persons for the acquisition of the Issuer's equity securities were obtained from the Reporting Persons' working capital, which includes funds that are held available for such purpose. DISCLAIMER OF GROUP STATUS Notwithstanding the existence of the foregoing co-investment arrangements with the Flatiron Group, the Reporting Persons' decisions to acquire the Issuer's equity securities and notes are decisions made unilaterally by the Reporting Persons. In the Reporting Persons' opinion, none of these arrangements materially affect their respective rights to vote and dispose of the Issuer's Common Stock. The Reporting Persons disclaim beneficial ownership of the Issuer's securities held by the Flatiron Group and disclaim that the Reporting Persons are members of a group with the Flatiron Group or any other persons (other than as disclosed herein either for purposes of this Schedule 13D or for any other purpose related to the Reporting Persons' beneficial ownership of the Issuer's securities). ITEM 4. PURPOSE OF THE TRANSACTION The acquisition of the Issuer's equity securities has been made by the Reporting Persons for investment purposes. Except as identified above, although none of the Reporting Persons have a present intention to do so, each of the Reporting Persons may make additional purchases of the Issuer's Common Stock or other equity securities either in the open market or in privately negotiated transactions, including transactions with the Issuer, depending on an evaluation of the 9 10 CUSIP NO. 855546107 Issuer's business prospects and financial condition, the market for the Common Stock and other equity securities, other available investment opportunities, money and stock market conditions and other future developments. Depending on these factors, each of the Reporting Persons may decide to sell all or part of its holdings of the Issuer's Common Stock or other equity securities in one or more public or private transactions. Except as set forth in this Schedule 13D, none of the Reporting Persons has a present plan or proposal that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Issuer's Common Stock to cease to be listed on the NASDAQ National Market System or causing the Common Stock to become eligible for termination of registration under section 12(g) of the Exchange Act. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER (a) (i) JPMP (SBIC) may be deemed the beneficial owner of 12,914,803 shares of the Issuer's Common Stock (assuming conversion of the 2001 Series A Preferred Stock). Based upon the 71,587,541 shares of Common Stock outstanding (assuming conversion of the 2001 Series A Preferred Stock), JPMP (SBIC)'s deemed beneficial ownership represents 18.0% of the Common Stock of the Issuer. JPMP (SBIC) has sole voting power and dispositive power with respect to its shares of the Issuer's Common Stock. (ii) JPMP (BHCA) may be deemed the beneficial owner of 1,868,003 shares of the Issuer's Common Stock. Based upon the 70,411,071 shares of Common Stock outstanding, JPMP (BHCA)'s deemed beneficial ownership represents 2.6% of the Common Stock of the Issuer. JPMP (BHCA) has sole voting power and dispositive power with respect to its shares of the Issuer's Common Stock. (iii) Quetzal/JPMP may be deemed the beneficial owner of 98,361 shares of the Issuer's Common Stock. Based upon the 70,411,071 shares of Common Stock outstanding, Quetzal/JPMP's deemed beneficial ownership represents 1.4% of the Common Stock of the Issuer. Quetzal/JPMP has sole voting power and dispositive power with respect to its shares of the Issuer's Common Stock. (b) Except as otherwise described herein or in any Exhibit filed herewith, to the knowledge of the Reporting Persons, none of the Reporting Persons has effected any transaction in shares of the Common Stock (or in Common Stock equivalents) during the past 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. 10 11 CUSIP NO. 855546107 Reference is hereby made to the information disclosed under Items 3 and 4 of this Schedule 13D and is incorporated by reference in response to this Item 6. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 - Series A Convertible Stock Purchase Agreement, dated as of July 25, 1997, between the Issuer and the purchasers named therein (incorporated by reference to the Issuer's Form S-1 filed with the SEC on March 18, 1999). Exhibit 2 - Series B Convertible Stock Purchase Agreement, dated as of February 20, 1998, between the Issuer and the purchasers named therein (incorporated by reference to the Issuer's Form S-1 filed with the SEC on March 18, 1999). Exhibit 3 - Series C Convertible Stock Purchase Agreement, dated as of August 24, 1998, between the Issuer and the purchasers named therein (incorporated by reference to the Issuer's Form S-1 filed with the SEC on March 18, 1999). Exhibit 4 - Amended and Restated Stock Purchase Agreement, dated as of September 30, 2000, among the Issuer and the purchasers named therein (incorporated by reference to the Issuer's Form 10-K filed with the SEC on April 2, 2001). Exhibit 5 - Stock Purchase Agreement, dated as of December 22, 2000, among the Issuer and the purchasers named therein (incorporated by reference to the Issuer's Form 10-K filed with the SEC on April 2, 2001). Exhibit 6 - Securities Purchase Agreement, dated as of May 30, 2001, by and between the Issuer and the purchasers named therein (incorporated by reference to the Issuer's Form 10-Q filed with the SEC on August 14, 2001). Exhibit 7 - Asset Purchase Agreement, dated March 30, 2001, among the Issuer and Obsidiana, Inc. Exhibit 8 - Sideletter Agreement, dated March 30, 2001, among Obsidiana, Inc. and the parties named therein. Exhibit 9 - Joint Filing Agreement dated September 10, 2001. 11 12 CUSIP NO. 855546107 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 10, 2001 J.P. MORGAN PARTNERS (SBIC), LLC By: /s/ Jeffrey C. Walker -------------------------------------------- Name: Jeffrey C. Walker Title: President Date: September 10, 2001 J.P. MORGAN PARTNERS (BHCA), L.P. By: JPMP MASTER FUND MANAGER, L.P., ITS GENERAL PARTNER By: JPMP CAPITAL CORP., ITS GENERAL PARTNER By: /s/ Jeffrey C. Walker -------------------------------------------- Name: Jeffrey C. Walker Title: President Date: September 10, 2001 QUETZAL/J.P. MORGAN PARTNERS, L.P. By: Quetzal/J.P. Morgan Partners (GP), LLC, its General Partner By: /s/ Lauren M. Tyler -------------------------------------------- Name: Lauren M. Tyler Title: Managing Member 13 CUSIP NO. 855546107 SCHEDULE A J.P. MORGAN PARTNERS (SBIC), LLC EXECUTIVE OFFICERS(1) President Jeffrey C. Walker* Executive Vice President Mitchell J. Blutt, M.D.* Executive Vice President Arnold L. Chavkin* Executive Vice President John M.B. O'Connor* Managing Director Dr. Dana Beth Ardi* Managing Director John R. Baron* Managing Director Christopher C. Behrens* Managing Director David S. Britts* Managing Director Rodney A. Ferguson* Managing Director David L. Ferguson* Managing Director David Gilbert* Managing Director Evan Graf* Managing Director Eric A. Green* Managing Director Michael R. Hannon* Managing Director Donald J. Hofmann, Jr.* Managing Director W. Brett Ingersoll* Managing Director Alfredo Irigoin* Managing Director Andrew Kahn* Managing Director Jonathan R. Lynch* Managing Director Jonathan Meggs* Managing Director Thomas G. Mendell* Managing Director Stephen P. Murray* Managing Director Joao Neiva de Figueiredo, Ph.D.* Managing Director Timothy Purcell* Managing Director Peter Reilly* Managing Director Faith Rosenfeld* Managing Director Robert R. Ruggiero, Jr.* Managing Director Susan L. Segal* Managing Director Kelly Shackelford* Managing Director Shahan D. Soghikian* Managing Director Georg Stratenwerth* Managing Director Lindsay Stuart* Managing Director Patrick J. Sullivan* Managing Director Timothy J. Walsh* Managing Director Richard D. Waters, Jr.* Managing Director Damion E. Wicker, M.D.* Managing Director Eric R. Wilkinson* Senior Vice President Marcia Bateson* Vice President and Treasurer Elisa R. Stein* Secretary Anthony J. Horan** Assistant Secretary Robert C. Caroll** Assistant Secretary Denise G. Connors** ---------- (1) Each of whom is a United States citizen except for Messrs. Britts, Irigoin, Meggs, Neiva de Figueiredo, Soghikian, Stratenwerth and Stuart. * Principal occupation is employee and/or partner of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. ** Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. 14 CUSIP NO. 855546107 DIRECTORS(1) Jeffrey C. Walker* ---------- (1) Each of whom is a United States citizen except for Messrs. Britts, Irigoin, Meggs, Neiva de Figueiredo, Soghikian, Stratenwerth and Stuart. * Principal occupation is employee and/or partner of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. ** Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. 15 CUSIP NO. 855546107 SCHEDULE B JPMP CAPITAL CORP. EXECUTIVE OFFICERS(1) Chief Executive Officer William B. Harris** President Jeffrey C. Walker* Executive Vice President Mitchell J. Blutt, M.D.* Executive Vice President Arnold L. Chavkin* Executive Vice President John M.B. O'Connor* Managing Director Dr. Dana Beth Ardi* Managing Director John R. Baron* Managing Director Christopher C. Behrens* Managing Director David S. Britts* Managing Director Rodney A. Ferguson* Managing Director David L. Ferguson* Managing Director David Gilbert* Managing Director Evan Graf* Managing Director Eric A. Green* Managing Director Michael R. Hannon* Managing Director Donald J. Hofmann, Jr.* Managing Director Alfredo Irigoin* Managing Director W. Brett Ingersoll* Managing Director Andrew Kahn* Managing Director Jonathan R. Lynch* Managing Director Jonathan Meggs* Managing Director Thomas G. Mendell* Managing Director Stephen P. Murray* Managing Director Joao Neiva de Figueiredo, Ph.D.* Managing Director Timothy Purcell* Managing Director Peter Reilly* Managing Director Faith Rosenfeld* Managing Director Robert R. Ruggiero, Jr.* Managing Director Susan L. Segal* Managing Director Shahan D. Soghikian* Managing Director Georg Stratenwerth* Managing Director Lindsay Stuart* Managing Director Patrick J. Sullivan* Managing Director Kelly Shackelford* Managing Director Timothy J. Walsh* Managing Director Richard D. Waters, Jr.* Managing Director Damion E. Wicker, M.D.* Managing Director Eric R. Wilkinson* Senior Vice President Marcia Bateson* Vice President and Treasurer Elisa R. Stein* Secretary Anthony J. Horan** Assistant Secretary Robert C. Carroll** ---------- (1) Each of whom is a United States citizen except for Messrs. Britts, Meggs, Irigoin, Neiva de Figueiredo, Soghikian, Stratenwerth and Stuart. * Principal occupation is employee and/or member of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. ** Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. 16 CUSIP NO. 855546107 Assistant Secretary Denise G. Connors** DIRECTORS(1) William B. Harrison** Jeffrey C. Walker* ---------- (1) Each of whom is a United States citizen except for Messrs. Britts, Meggs, Irigoin, Neiva de Figueiredo, Soghikian, Stratenwerth and Stuart. * Principal occupation is employee and/or member of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. ** Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. 17 CUSIP NO. 855546107 SCHEDULE C J.P. MORGAN CHASE & CO. EXECUTIVE OFFICERS(1) Chairman of the Board Douglas A. Warner, III* President and Chief Executive Officer William B. Harrison Jr.* Vice Chairman Geoffrey T. Boisi* Vice Chairman David A. Coulter* Managing Director Ramon de Oliveira* Director of Human Resources John J. Farrell* Vice Chairman Walter A. Gubert* Managing Director Thomas B. Ketchum* Director of Corporate Marketing and Communications Frederick W. Hill* Vice Chairman Donald H. Layton* Vice Chairman James B. Lee Jr. * General Counsel William H. McDavid* Vice Chairman Marc J. Shapiro* Managing Partner Jeffrey C. Walker** DIRECTORS(1)
PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS OR RESIDENCE ADDRESS ---- ------------------------------------ Hans W. Becherer Chairman of the Board Chief Executive Officer Deere & Company One John Deere Place Moline, IL 61265 Riley P. Bechtel Chairman and Chief Executive Officer Bechtel Group, Inc. P.O. Box 193965 San Francisco, CA 94119-3965 Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation 959 Eighth Avenue New York, New York 10019 Lawrence A. Bossidy Chairman of the Board Honeywell International P.O. Box 3000 Morristown, NJ 07962-2245
-------- (1) Each of whom is a United States citizen. * Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. ** Principal occupation is employee and/or member of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. 18 CUSIP NO. 855546107
PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS OR RESIDENCE ADDRESS ---- ------------------------------------ M. Anthony Burns Chairman of the Board and Chief Executive Officer Ryder System, Inc. 3600 N.W. 82nd Avenue Miami, Florida 33166 H. Laurence Fuller Co-Chairman BP Amoco p.l.c. 1111 Warrenville Road, Suite 25 Chicago, Illinois 60563 Ellen V. Furter President American Museum of Natural History Central Park West at 79th Street New York, NY 10024 William H. Gray, III President and Chief Executive Officer The College Fund/UNCF 9860 Willow Oaks Corporate Drive P.O. Box 10444 Fairfax, Virginia 22031 William B. Harrison, Jr. President and Chief Executive Officer The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, New York 10017-2070 Helene L. Kaplan Of Counsel Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue - Room 29-72 New York, New York 10022 Lee R. Raymond Chairman of the Board and Chief Executive Officer Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving,TX 75039-2298 John R. Stafford Chairman, President and Chief Executive Officer American Home Products Corporation 5 Giralda Farms Madison, New Jersey 07940 Lloyd D. Ward Former Chairman of Board and Chief Executive Officer of Maytag 13338 Lakeshore Drive Clive, Iowa 50325 Douglas A. Warner III Chairman of the Board J.P. Morgan Chase & Co. 270 Park Avenue New York, New York 10017 Marina v.N. Whitman Professor of Business Administration and Public Policy The University of Michigan School of Public Policy 411 Lorch Hall, 611 Tappan Street Ann Arbor, MI 48109-1220