-----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, I0R4IzVEfgZ2L1E5TvOKhjRMpJGPiGcLR7rnWd8PUMDwYuUf04UDUCslWiCT5IvT jJu9oJj8VLrYvznpnbDBHw== 0001071955-99-000036.txt : 19990406 0001071955-99-000036.hdr.sgml : 19990406 ACCESSION NUMBER: 0001071955-99-000036 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MESSAGEMEDIA INC CENTRAL INDEX KEY: 0001017829 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SERVICES, NEC [8900] IRS NUMBER: 330612860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50017 FILM NUMBER: 99587439 BUSINESS ADDRESS: STREET 1: 6685 GUNPARK DRIVE EAST STREET 2: SUITE 240 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: (303) 440-7550 MAIL ADDRESS: STREET 1: 11975 EL CAMINO REAL #300 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: FIRST VIRTUAL HOLDINGS INC DATE OF NAME CHANGE: 19971219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC/CT/ CENTRAL INDEX KEY: 0001071955 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2033192246 SC 13D 1 MESSAGEMEDICA INC. SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. # __) MessageMedia Inc. (Name of Issuer) Common Shares, $.001 par value (Title of Class of Securities) 590787107 (CUSIP Number) Pequot Capital Management, Inc., 500 Nyala Farm Road Westport, CT 06880 Attn: David J. Malat 203/429-2200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 26, 1999 (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 the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with this statement __. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies 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 the disclosures provided in a prior cover page. The information required in 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). CUSIP NO. 590787107 PAGE 6 OF 4 6 1 Name of Reporting Person PEQUOT CAPITAL MANAGEMENT, INC. IRS Identification No. of Above Person 06-1524885 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC USE ONLY 4 Source of Funds 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization CONNECTICUT 7 Sole Voting Power 2,352,942 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 0 9 Sole Dispositive Power 2,352,942 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,352,942 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 5.5% 14 Type of Reporting Person IA ITEM 1. SECURITY AND ISSUER This Statement relates to the Common Stock, $.001 par value (the "Shares"), of MessageMedia Inc. (the "Company"), a Delaware corporation. The Company's principal executive office is located at 4104 Sorrento Valley Boulevard, Suite 200, San Diego, California 92121. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Pequot Capital Management, Inc., a Connecticut corporation (the "Reporting Person"). The principal business of the Reporting Person, an investment adviser registered under the Investment Advisers Act of 1940, is to act as investment adviser to certain managed accounts. The executive officers of the Reporting Person are Messrs. Arthur J. Samberg, Daniel C. Benton and Amiel M. Peretz, the directors of the Reporting Person are Messrs. Samberg, Benton and Kevin E. O'Brien, and the controlling shareholders are Messrs. Samberg and Benton (collectively, the "Executive Officers, Directors and Controlling Persons"). The business address of the Reporting Person and the Executive Officers, Directors and Controlling Persons is 500 Nyala Farm Road, Westport, CT 06880. Neither of the Reporting Person nor the Executive Officers, Directors and Controlling Persons have, during the last five years, been convicted in criminal proceeding (excluding traffic violations or similar misdemeanors). Neither of the Reporting Person nor the Executive Officers, Directors and Controlling Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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. Each of the Executive Officers, Directors and the Controlling Persons are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, under rule 13d-3 under the Securities Exchange Act of 1934, the Reporting Person is deemed to be the beneficial owner of 2,352,942 of the Company's Shares in the accounts for which the Reporting Person exercises investment discretion (the "Accounts"). In the transaction which is the subject of this filing, the Reporting Person purchased the 2,352,942 Shares in a private placement directly from the Company for $10,000,003.50 on March 26, 1999. The funds for the purchase of the Shares held by the Accounts were obtained from the contributions of their various partners/shareholders. ITEM 4. PURPOSE OF TRANSACTION The holding of the Shares described herein is conducted in the ordinary course of the Reporting Person's investment activities. The Reporting Person reserves the right to purchase additional Shares or dispose of the Shares in the open market or in privately negotiated transactions or in any other lawful manner in the future. An employee of the Reporting Person currently serves on the Board of Directors of the Company and the Reporting Person reserves the right to take whatever further action with respect to the Accounts' holdings in the Company as the Reporting Person deems to be in the best interest of such Accounts. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, the Reporting Person beneficially owns in the aggregate 2,352,942 Shares. These Shares represent approximately 5.5% of the 42,982,637 Shares that the Reporting Person believes to be outstanding. The Reporting Person has the sole power to vote, direct the vote, dispose and direct the disposition of all of the Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to the Registration Rights Agreement dated March 26, 1999 (the "Agreement"), the Company has agreed that, beginning on the one year anniversary of the Agreement, if the Company shall receive a written request from the shareholders holding a majority of the shares purchased pursuant to the March 26, 1999 private placement, it will register the Shares so as to enable the Reporting Person to sell in the public markets the Shares for which it has beneficial ownership. The Company has also granted the Accounts certain additional registration rights. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. After a reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. April 5, 1999 Pequot Capital Management, Inc. By:/s/ David J. Malat David J. Malat, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----