SC 13D/A 1 a2102509zsc13da.txt SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2)* Psychiatric Solutions, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share -------------------------------------------------------------------------------- (Title of Class of Securities) 74439H 10 8 -------------------------------------------------------------------------------- (CUSIP Number) Edward F. Glassmeyer Oak Management Corporation One Gorham Island Westport, CT 06880 (203) 226-8346 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Charles J. Downey III, Esq. Finn Dixon & Herling LLP One Landmark Square Stamford, CT 06901 (203) 325-5000 February 4, 2003 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) CUSIP NO. 74439H 10 8 13D Page 2 of 23 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 the cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes 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). (Continued on following pages) CUSIP NO. 74439H 10 8 13D Page 3 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Oak Investment Partners VII, Limited Partnership 06-1477520 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 Delaware 7. SOLE VOTING POWER 1,632,776 NUMBER OF 8. SHARED VOTING POWER SHARES None. BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 1,632,776 PERSON WITH: 10. SHARED DISPOSITIVE POWER None. 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,632,776 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.1% 14. TYPE OF REPORTING PERSON PN CUSIP NO. 74439H 10 8 13D Page 4 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Oak Associates VII, LLC 06-1490960 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 Delaware 7. SOLE VOTING POWER None. NUMBER OF 8. SHARED VOTING POWER SHARES 1,632,776 BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING None. PERSON WITH: 10. SHARED DISPOSITIVE POWER 1,632,776 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,632,776 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.1% 14. TYPE OF REPORTING PERSON OO-LLC CUSIP NO. 74439H 10 8 13D Page 5 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Oak VII Affiliates Fund, Limited Partnership 06-6443681 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 Delaware 7. SOLE VOTING POWER 40,996 NUMBER OF 8. SHARED VOTING POWER SHARES None. BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 40,996 PERSON WITH: 10. SHARED DISPOSITIVE POWER None. 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,996 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% 14. TYPE OF REPORTING PERSON PN CUSIP NO. 74439H 10 8 13D Page 6 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Oak VII Affiliates, LLC 06-1490961 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 Delaware 7. SOLE VOTING POWER None. NUMBER OF 8. SHARED VOTING POWER SHARES 40,996 BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING None. PERSON WITH: 10. SHARED DISPOSITIVE POWER 40,996 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,996 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% 14. TYPE OF REPORTING PERSON OO-LLC CUSIP NO. 74439H 10 8 13D Page 7 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Oak Investment Partners X, Limited Partnership 06-1601019 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 Delaware 7. SOLE VOTING POWER 3,578,910 NUMBER OF 8. SHARED VOTING POWER SHARES None. BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 3,578,910 PERSON WITH: 10. SHARED DISPOSITIVE POWER None. 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,578,910 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.6% 14. TYPE OF REPORTING PERSON PN CUSIP NO. 74439H 10 8 13D Page 8 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Oak Associates X, LLC 06-1630661 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 Delaware 7. SOLE VOTING POWER None. NUMBER OF 8. SHARED VOTING POWER SHARES 3,578,910 BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING None. PERSON WITH: 10. SHARED DISPOSITIVE POWER 3,578,910 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,578,910 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.6% 14. TYPE OF REPORTING PERSON OO-LLC CUSIP NO. 74439H 10 8 13D Page 9 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Oak X Affiliates Fund, Limited Partnership 06-1622220 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 Delaware 7. SOLE VOTING POWER 57,454 NUMBER OF 8. SHARED VOTING POWER SHARES None. BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 57,454 PERSON WITH: 10. SHARED DISPOSITIVE POWER None. 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,454 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% 14. TYPE OF REPORTING PERSON PN CUSIP NO. 74439H 10 8 13D Page 10 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Oak X Affiliates, LLC 06-1630662 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 Delaware 7. SOLE VOTING POWER None. NUMBER OF 8. SHARED VOTING POWER SHARES 57,454 BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING None. PERSON WITH: 10. SHARED DISPOSITIVE POWER 57,454 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,454 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% 14. TYPE OF REPORTING PERSON OO-LLC CUSIP NO. 74439H 10 8 13D Page 11 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Oak Management Corporation 06-0990851 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 Delaware 7. SOLE VOTING POWER None. NUMBER OF 8. SHARED VOTING POWER SHARES 5,310,136 BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING None. PERSON WITH: 10. SHARED DISPOSITIVE POWER 5,310,136 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,310,136 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.7% 14. TYPE OF REPORTING PERSON CO CUSIP NO. 74439H 10 8 13D Page 12 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Bandel L. Carano 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 United States 7. SOLE VOTING POWER None. NUMBER OF 8. SHARED VOTING POWER SHARES 5,310,136 BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING None. PERSON WITH: 10. SHARED DISPOSITIVE POWER 5,310,136 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,310,136 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.7% 14. TYPE OF REPORTING PERSON IN CUSIP NO. 74439H 10 8 13D Page 13 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Gerald R. Gallagher 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 United States 7. SOLE VOTING POWER None. NUMBER OF 8. SHARED VOTING POWER SHARES 1,673,772 BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING None. PERSON WITH: 10. SHARED DISPOSITIVE POWER 1,673,772 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,673,772 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.6% 14. TYPE OF REPORTING PERSON IN CUSIP NO. 74439H 10 8 13D Page 14 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Edward F. Glassmeyer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 United States 7. SOLE VOTING POWER None. NUMBER OF 8. SHARED VOTING POWER SHARES 5,310,136 BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING None. PERSON WITH: 10. SHARED DISPOSITIVE POWER 5,310,136 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,310,136 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.7% 14. TYPE OF REPORTING PERSON IN CUSIP NO. 74439H 10 8 13D Page 15 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Fredric W. Harman 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 United States 7. SOLE VOTING POWER None. NUMBER OF 8. SHARED VOTING POWER SHARES 5,310,136 BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING None. PERSON WITH: 10. SHARED DISPOSITIVE POWER 5,310,136 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,310,136 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.7% 14. TYPE OF REPORTING PERSON IN CUSIP NO. 74439H 10 8 13D Page 16 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Ann H. Lamont 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 United States 7. SOLE VOTING POWER None. NUMBER OF 8. SHARED VOTING POWER SHARES 5,310,136 BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING None. PERSON WITH: 10. SHARED DISPOSITIVE POWER 5,310,136 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,310,136 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.7% 14. TYPE OF REPORTING PERSON IN CUSIP NO. 74439H 10 8 13D Page 17 of 23 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) David B. Walrod 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 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 United States 7. SOLE VOTING POWER None. NUMBER OF 8. SHARED VOTING POWER SHARES 3,636,364 BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING None. PERSON WITH: 10. SHARED DISPOSITIVE POWER 3,636,364 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,636,364 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.0% 14. TYPE OF REPORTING PERSON IN Page 18 of 23 Amendment No. 2 to Statement on Schedule 13D This Amendment No. 2 to Statement on Schedule 13D relates to the beneficial ownership of common stock, par value $0.01 per share (the "Common Stock"), of Psychiatric Solutions, Inc., a Delaware corporation (the "Company"). This Amendment No. 2 to Schedule 13D is being filed on behalf of the Reporting Persons (as defined below) and amends and supplements the Schedule 13D filed by certain of the Reporting Persons on August 5, 2002, as amended by Amendment No. 1 thereto filed on January 7, 2003. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given to such terms in the Schedule 13D. This statement is filed by Oak Investment Partners VII, Limited Partnership, a Delaware limited partnership ("Oak Investment Partners VII"), Oak Associates VII, LLC, a Delaware limited liability company ("Oak Associates VII"), Oak VII Affiliates Fund, Limited Partnership, a Delaware limited partnership ("Oak Affiliates Fund VII"), Oak VII Affiliates, LLC, a Delaware limited liability company ("Oak VII Affiliates"), Oak Investment Partners X, Limited Partnership, a Delaware limited partnership ("Oak Investment Partners X"), Oak Associates X, LLC, a Delaware limited liability company ("Oak Associates X"), Oak X Affiliates Fund, Limited Partnership, a Delaware limited partnership ("Oak Affiliates Fund X"), Oak X Affiliates, LLC, a Delaware limited liability company ("Oak X Affiliates"), Oak Management Corporation, a Delaware corporation ("Oak Management"), Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and David B. Walrod (collectively with Messrs. Carano, Gallagher, Glassmeyer and Harman and Ms. Lamont, the "Partners"). Oak Investment Partners VII, Oak Associates VII, Oak Affiliates Fund VII, Oak VII Affiliates, Oak Investment Partners X, Oak Associates X, Oak Affiliates Fund X, Oak X Affiliates and Oak Management are collectively referred to as the "Oak Entities". The Oak Entities and the Partners are collectively referred to as the "Reporting Persons" in this Amendment No. 2 to Schedule 13D. This Amendment No. 2 to Statement on 13D is being filed on a precautionary basis, assuming that the pending unconsummated transactions described below will be consummated, because there may be no material conditions to the consummation of such transactions. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and supplemented by the addition of the following paragraph: The Company has advised the Reporting Persons that it has received approval of the private placement from The Nasdaq Stock Market, Inc. on January 21, 2003 and from the Company's stockholders on February 4, 2003. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) and (b) The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons is based upon 7,738,641 shares of Common Stock outstanding as of January 3, 2003, as represented by the Company in the Purchase Agreement, plus shares issuable upon the conversion of Series A Preferred Stock as described in the following paragraph. Amounts shown as beneficially owned by each of Oak Investment Partners X, Oak Associates X, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and David B. Walrod include the aggregate of 3,578,910 shares of Common Stock into which the shares of Series A Preferred Stock to be purchased by Oak Investment Partners X at the First Funding and the Second Funding may be initially converted. Amounts shown as beneficially owned by each of Oak Affiliates Fund X, Oak X Affiliates, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric Page 19 of 23 W. Harman, Ann H. Lamont and David B. Walrod include the aggregate of 57,454 shares of Common Stock into which the shares of Series A Preferred Stock to be purchased by Oak Affiliates Fund X at the First Funding and the Second Funding may be initially converted. Please see Items 7, 8, 9, 10, 11, and 13 for each cover sheet for each Reporting Person. (c) Except as set forth in Item 4 above, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days. (d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of securities is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended and restated in its entirety as follows: Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement attached hereto as Exhibit A, with respect to the joint filing of this statement. Except as described above in this Amendment No. 2, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above or between such persons and any other person with respect to any securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and restated in its entirety as follows: Exhibit A Agreement of Reporting Persons, dated February 5, 2003, among the Reporting Persons. Exhibit B Power of Attorney for Oak Investment Partners X, Oak Affiliates Fund X, Oak Associates X, Oak X Affiliates and David B. Walrod previously filed by those Reporting Persons with the Commission on January 7, 2003; Power of Attorney for Oak Investment Partners VII, Oak Associates VII, Oak Affiliates Fund VII, Oak VII Affiliates, Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer, Frederic W. Harman and Ann H. Lamont previously filed by those Reporting Persons with the Commission on August 5, 2002. Exhibit C Stock Purchase Agreement, dated as of January 6, 2003, by and among the Company and the investors named therein (filed as Appendix B to the Company's Proxy Statement filed with the Commission on January 6, 2003, and incorporated herein by reference). Exhibit D Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Company (filed as Appendix D to the Company's Proxy Statement filed with the Commission on January 6, 2003, and incorporated herein by reference). Exhibit E Registration Rights Agreement, dated as of January 6, 2003, by and among the Company and the purchasers named therein (filed as Appendix C to the Company's Proxy Page 20 of 23 Statement filed with the Commission on January 6, 2003, and incorporated herein by reference). Exhibit F Third Amended and Restated Voting Rights Agreement dated January 6, 2003 by and among the Company, the 1818 Fund, Oak Investment Partners VII, Oak Affiliates Fund VII, Oak Investment Partners X, Oak Affiliates Fund X and certain other investors party thereto (filed as Exhibit 4.5 to the Company's Form 8-K filed with the Commission on January 7, 2003, and incorporated herein by reference). Page 21 of 23 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. Dated: February 5, 2003 Entities: Oak Investment Partners VII, Limited Partnership Oak Associates VII, LLC Oak VII Affiliates Fund, Limited Partnership Oak VII Affiliates, LLC Oak Investment Partners X, Limited Partnership Oak Associates X, LLC Oak X Affiliates Fund, Limited Partnership Oak X Affiliates, LLC Oak Management Corporation By: /s/ Ann H. Lamont ------------------------------ Ann H. Lamont, as General Partner or Managing Member or as Attorney-in-fact for the above-listed entities Individuals: Bandel L. Carano Gerald R. Gallagher Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont David B. Walrod By: /s/ Ann H. Lamont ------------------------------ Ann H. Lamont, Individually and as Attorney-in-fact for the above-listed individuals Page 22 of 23 INDEX TO EXHIBITS
Page ---- EXHIBIT A Agreement of Reporting Persons, dated February 5, 2003, among the 23 Reporting Persons. EXHIBIT B Power of Attorney for Oak Investment Partners X, Oak Affiliates Fund X, Oak Associates X, Oak X Affiliates and David B. Walrod previously filed by those Reporting Persons with the Commission on January 7, 2003; Power of Attorney for Oak Investment Partners VII, Oak Associates VII, Oak Affiliates Fund VII, Oak VII Affiliates, Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer, Frederic W. Harman and Ann H. Lamont previously filed by those Reporting Persons with the Commission on August 5, 2002. EXHIBIT C Stock Purchase Agreement, dated as of January 6, 2003, by and among the Company and the investors named therein (filed as Appendix B to the Company's Proxy Statement filed with the Commission on January 6, 2003, and incorporated herein by reference). EXHIBIT D Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Company (filed as Appendix D to the Company's Proxy Statement filed with the Commission on January 6, 2003, and incorporated herein by reference). EXHIBIT E Registration Rights Agreement, dated as of January 6, 2003, by and among the Company and the purchasers named therein (filed as Appendix C to the Company's Proxy Statement filed with the Commission on January 6, 2003, and incorporated herein by reference). EXHIBIT F Third Amended and Restated Voting Rights Agreement dated January 6, 2003 by and among the Company, the 1818 Fund, Oak Investment Partners VII, Oak Affiliates Fund VII, Oak Investment Partners X, Oak Affiliates Fund X and certain other investors party thereto (filed as Exhibit 4.5 to the Company's Form 8-K filed with the Commission on January 7, 2003, and incorporated herein by reference).