-----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, AaDCTNoVKbVGYKQYkyGtrjn5mQgu14vTuulmxwpP73q46XcstCu37KMmco8J6+9C odtxZFRD6GB1hX8bmlACbA== 0001024739-00-000063.txt : 20000209 0001024739-00-000063.hdr.sgml : 20000209 ACCESSION NUMBER: 0001024739-00-000063 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOURCINGLINK NET INC CENTRAL INDEX KEY: 0000825517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 980132465 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55075 FILM NUMBER: 527572 BUSINESS ADDRESS: STREET 1: 650 CASTRO STREET SUITE 210 STREET 2: C/O RICHARD S LANE ESQ CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 BUSINESS PHONE: 6509661214 MAIL ADDRESS: STREET 1: 650 CASTRO ST STREET 2: STE 210 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 FORMER COMPANY: FORMER CONFORMED NAME: QCS NET CORP DATE OF NAME CHANGE: 19990621 FORMER COMPANY: FORMER CONFORMED NAME: QCS CORP DATE OF NAME CHANGE: 19941216 FORMER COMPANY: FORMER CONFORMED NAME: PARKWAY CAPITAL CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TC GROUP LLC CENTRAL INDEX KEY: 0000933790 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 527656007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE NW SUITE 220 S CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 2023472626 MAIL ADDRESS: STREET 1: C/O CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE NW SUITE 220 S CITY: WASHINGTON STATE: DC ZIP: 20004 SC 13D 1 SCHEDULE 13D CUSIP No. 74725 H 10 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)/1 SourcingLink.net, Inc. ---------------------- (formerly QCS.net Corporation) (Name of Issuer) Common Stock, Par Value 0.001 Per Share --------------------------------------- (Title of Class of Securities) 74725 H 10 1 ------------ (CUSIP Number) Ed Mathias c/o The Carlyle Group 1001 Pennsylvania Avenue, N.W. Suite 220 South Washington D. C. 20004 (202) 347-2626 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 4, 2000/2 ------------------------------------------------------- (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 less than five percent 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 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). - -------- /1 This Amendment No. 4 to Schedule 13D amends the Amendment No. 3 to Schedule 13 D filed on behalf of Reporting Persons on January 11, 2000. /2 This Amendment No. 4 to Schedule 13D relates to the disposition of less than (but almost) 1% of the outstanding capital stock of the Issuer by Reporting Persons between January 21, 2000 and February 4, 2000. Page 1 of 12 Pages CUSIP No. 74725 H 10 1 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Carlyle-QCS Partners, L.P. IRS # 52-1899559 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds 00 - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 Shares NUMBER OF SHARES ---------------------------------------------------------------- BENEFICIALLY (8) Shared Voting Power 623,300 Shares/2 OWNED BY EACH ---------------------------------------------------------------- REPORTING (9) Sole Dispositive Power 0 Shares PERSON WITH ---------------------------------------------------------------- (10) Shared Dispositive Power 623,300 Shares/2 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 623,300 Shares/2 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.9%/3 - -------------------------------------------------------------------------------- (14) Type of Reporting Person PN - -------------------------------------------------------------------------------- /1 No source of funds. This Amendment No. 4 to Schedule 13D relates to a disposition of securities. /2 Including 423,922 shares of Common Stock receivable upon conversion of 1,695,688 shares of Convertible Preferred Stock. /3 Percentages calculated based on 7,891,036 shares which equals 7,082,661 shares of Common Stock reported as issued and outstanding on the Company's Form 10-Q dated November 15, 1999 plus the 808,375 shares of Common Stock that would be issued upon conversion of the 3,233,498 shares of Series A Preferred Stock, which is the amount reported as issued and outstanding on the Company's Notice of Annual Meeting dated July 22, 1999 as adjusted for the 97,088 shares of Series A Preferred Stock reported as converted on the Company's Form 10-Q dated November 15, 1999. Page 2 of 12 Pages CUSIP No. 74725 H 10 1 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons TC Group, L.L.C. IRS # 54-1686957 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds 00/1 - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 Shares NUMBER OF SHARES ---------------------------------------------------------------- BENEFICIALLY (8) Shared Voting Power 659,708 Shares/2 OWNED BY EACH ---------------------------------------------------------------- REPORTING (9) Sole Dispositive Power 0 Shares PERSON WITH ---------------------------------------------------------------- (10) Shared Dispositive Power 659,708 Shares/2 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 659,708 Shares/2 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.4%/2 - -------------------------------------------------------------------------------- (14) Type of Reporting Person 00 (Limited Liability Company) - -------------------------------------------------------------------------------- /1 No source of funds. This Amendment No. 4 to Schedule 13D relates to a disposition of securities. /2 Including 423,922 shares receivable upon conversion of 1,695,688 shares of Convertible Preferred Stock. /3 Percentages calculated based on 7,891,036 shares which equals 7,082,661 shares of Common Stock reported as issued and outstanding on the Company's Form 10-Q dated November 15, 1999 plus the 808,375 shares of Common Stock that would be issued upon conversion of the 3,233,498 shares of Series A Preferred Stock, which is the amount reported as issued and outstanding on the Company's Notice of Annual Meeting dated July 22, 1999 as adjusted for the 97,088 shares of Series A Preferred Stock reported as converted on the Company's Form 10-Q dated November 15, 1999. Page 3 of 12 Pages CUSIP No. 74725 H 10 1 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons TCG Holdings, L.L.C. IRS # 54-1686011 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds 00/1 - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 Shares NUMBER OF SHARES ---------------------------------------------------------------- BENEFICIALLY (8) Shared Voting Power 659,708 Shares/2 OWNED BY EACH ---------------------------------------------------------------- REPORTING (9) Sole Dispositive Power 0 Shares PERSON WITH ---------------------------------------------------------------- (10) Shared Dispositive Power 659,708 Shares/2 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 659,708 Shares/2 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.4%/3 - -------------------------------------------------------------------------------- (14) Type of Reporting Person 00 (Limited Liability Company) - -------------------------------------------------------------------------------- /1 No source of funds. This Amendment No. 4 to Schedule 13D relates to a disposition of securities. /2 Including 423,922 shares receivable upon conversion of 1,695,688 shares of Convertible Preferred Stock. /3 Percentages calculated based on 7,891,036 shares which equals 7,082,661 shares of Common Stock reported as issued and outstanding on the Company's Form 10-Q dated November 15, 1999 plus the 808,375 shares of Common Stock that would be issued upon conversion of the 3,233,498 shares of Series A Preferred Stock, which is the amount reported as issued and outstanding on the Company's Notice of Annual Meeting dated July 22, 1999 as adjusted for the 97,088 shares of Series A Preferred Stock reported as converted on the Company's Form 10-Q dated November 15, 1999. Page 4 of 12 Pages CUSIP No. 74725 H 10 1 Item 1. Security and Issuer - --------------------------- The title of the class of equity securities to which this Amendment No. 4 to Schedule 13D relates is the Common Stock, par value $.001 per share (the "Common Stock"), of SourcingLink.net, Inc., a Delaware corporation (formerly QCS.net Corporation) (the "Company"). The address of the Company is 16855 Bernardo Drive, Suite 260, San Diego, CA 92127. Item 2. Identity and Background - ------------------------------- (a) - (c), (f) The names of the persons filing this Amendment No. 4 to Schedule 13D are (i) Carlyle-QCS Partners, L.P., a Delaware limited partnership ("Carlyle-QCS"); (ii) TC Group, L.L.C., a Delaware limited liability company ("TC Group"); and (iii) TCG Holdings, L.L.C., a Delaware limited liability company ("TCG"; and collectively with Carlyle-QCS and TC Group referred to herein as the "Reporting Persons"). TC Group is the sole general partner of Carlyle-QCS. TCG is a member of TC Group and holds a controlling interest in TC Group. The information regarding the managing members of TCG is the same as disclosed in the original Schedule 13D as amended by previous amendments. Each managing member holds the office of Managing Director, is employed in the business of merchant banking, is a United States citizen and has a principal business address of: c/o The Carlyle Group, 1001 Pennsylvania Avenue, Suite 220, Washington, D.C. 20004-2505. The principal business of Carlyle-QCS is to invest in the securities of the Company. The principal business of TC Group and TCG is merchant banking. The principal business address of Carlyle-QCS, TC Group and TCG is c/o The Carlyle Group, 1001 Pennsylvania Avenue N.W., Suite 220 South, Washington D.C. 20004. (d) and (e). During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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. Page 5 of 12 Pages CUSIP No. 74725 H 10 1 Item 3. Source and Amount of Funds or Other Consideration - --------------------------------------------------------- This Amendment No. 4 to Schedule 13D relates to the disposition of shares of Common Stock and thus this Item 3 is not applicable. Item 4. Purpose of Transaction - ------------------------------ This Amendment No. 4 relates to the disposition by Carlyle-QCS of 70,000 shares of Common Stock in brokered open-market transactions since filing of Amendment No. 3 to Schedule 13D. Depending on prevailing market conditions and the Reporting Persons' internal valuations, the Reporting Persons expects to make further dispositions of Common Stock in the future. Item 5. Interest in Securities of the Issuer - -------------------------------------------- (a) Shares of Common Stock Beneficially Owned
Right to Common Common Stock Upon Stock Conversion of Total Percentage Beneficially Convertible Preferred Beneficial Beneficial Owned Stock Ownership Ownership/1 ----- ----- --------- ---------- Carlyle-QCS 199,378 423,922 623,300 7.9% TC Group 235,786 423,922 659,708 8.4% TCG 235,786 423,922 659,708 8.4% Reporting 235,786 423,922 659,708 8.4% Persons
(b) Carlyle-QCS may be deemed to share with the other Reporting Persons the power to vote and dispose of (i)199,378 shares of Common Stock and (ii) 423,922 shares of Common Stock receivable upon conversion of 1,695,688 shares of Convertible Preferred Stock. Carlyle-QCS has no power to vote or dispose of 36,408 shares of Common Stock issued to TC Group. As the sole general partner of Carlyle-QCS, TC Group may be deemed to share with the other Reporting Persons the power to vote and dispose of (i) 199,378 shares of Common Stock and (ii) 423,922 shares of Common Stock receivable upon conversion of 1,695,688 shares of Convertible Preferred Stock. TC Group may be deemed to share with TCG the power to vote and dispose of 36,408 shares of Common Stock issued to TC Group. TCG, as a member holding a controlling interest in TC Group, may be deemed to share all rights herein described belonging to TC Group. - -------- /1 Percentages calculated based on 7,891,036 shares which equals 7,082,661 shares of Common Stock reported as issued and outstanding on the Company's Form 10-Q dated November 15, 1999 plus the 808,375 shares of Common Stock that would be issued upon conversion of the 3,233,498 shares of Series A Preferred Stock, which is the amount reported as issued and outstanding on the Company's Notice of Annual Meeting dated July 22, 1999 as adjusted for the 97,088 shares of Series A Preferred Stock reported as converted on the Company's Form 10-Q dated November 15, 1999. Page 6 of 12 Pages CUSIP No. 74725 H 10 1 (c) Carlyle-QCS sold a total of 70,000 shares of Common Stock between January 21, 2000 and February 4, 2000, each pursuant to brokered open market transactions. Such shares were sold on the following dates, in the following amounts and at the prices indicated: Date of Sale Share Amount Price ------------ ------------ ----- 21-Jan 1,000 43.75 24-Jan 10,000 35.875 26-Jan 5,000 36.425 27-Jan 7,500 36.4467 31-Jan 4,000 38.5625 1-Feb 26,300 38.3493 3-Feb 8,000 36.2977 4-Feb 8,200 36.3160 Total 70,000 Furthermore, to complete and correct the record with respect to shares of securities sold at market rates and previously disclosed on Amendment No. 3 to Schedule 13D, the following sales were made on the dates listed at the prices indicated: Date of Sale Share Amount Price ------------ ------------ ----- 15-Dec 7,500 20.7916 16-Dec 2,500 21 17-Dec 40,000 20.0915 17-Dec 44,700 20.0915 Total 94,700 (d) No person other than the Reporting Persons is known to the Reporting Persons to have 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 of the Company owned by the Reporting Persons. (e) Not applicable. Page 7 of 12 Pages CUSIP No. 74725 H 10 1 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer - ------------------------ As of the date hereof, none of the Reporting Persons are subject to any contracts, understandings or relationships with respect to the securities of the issuer other than as previously disclosed on Schedule 13D or a previous amendment thereto. Item 7. Materials to be filed as Exhibits - ----------------------------------------- Exhibit 1. Joint Filing Agreement by and among Carlyle-QCS, TC Group and TCG, dated February 8, 2000. Page 8 of 12 Pages CUSIP No. 74725 H 10 1 Signature After reasonable inquiry and to the best of the knowledge of the undersigned on page 10 hereof, such undersigned certify that the information set forth in this statement is true, complete and correct. February 8, 2000 Date Page 9 of 12 Pages CUSIP No. 74725 H 10 1 IN WITNESS WHEREOF, Carlyle-QCS, TC Group and TCG have caused this Amendment No. 4 to Schedule 13D to be executed as of the date first above written. CARLYLE-QCS PARTNERS, L.P. By: TC Group, L.L.C., its General Partner By: /s/ Daniel A. D'Aniello -------------------------- Name: Daniel A. D'Aniello Title: Managing Director TC GROUP, L.L.C. By: /s/ Daniel A. D'Aniello -------------------------- Name: Daniel A. D'Aniello Title: Managing Director TCG HOLDINGS, L.L.C. By: /s/ Daniel A. D'Aniello -------------------------- Name: Daniel A. D'Aniello Title: Managing Director Page 10 of 12 Pages CUSIP No. 74725 H 10 1 Index to Exhibits ----------------- Page ---- Exhibit 1. Joint Filing Agreement by and among Carlyle-QCS, TC Group 12 and TCG, dated February 8, 2000. Page 11 of 12 Pages EXHIBIT 1 JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Amendment No. 4 to Schedule 13D referred to below) on behalf of each of them of a statement on the Amendment No. 4 to Schedule 13D (including amendments thereto) with respect to the common stock, par value $.001 per share, of SourcingLink.net, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, Carlyle-QCS, TC Group and TCG have caused this Agreement to be executed as of the 8th day of February, 2000. CARLYLE-QCS PARTNERS, L.P. By: TC Group, L.L.C., its General Partner By: -------------------------- Name: Daniel A. D'Aniello Title: Managing Director TC GROUP, L.L.C. By: -------------------------- Name: Daniel A. D'Aniello Title: Managing Director TCG HOLDINGS, L.L.C. By: -------------------------- Name: Daniel A. D'Aniello Title: Managing Director Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----