-----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, HrFEeNlV9c+XLIR0rmNqOv4U7Xr0oHm/oVl5K+wQ5azHRhdwqdwou+7HeWmq3c1D 5C3o5CsP52uQFMxDa4yQwA== 0001209191-03-020409.txt : 20030905 0001209191-03-020409.hdr.sgml : 20030905 20030905144440 ACCESSION NUMBER: 0001209191-03-020409 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030819 FILED AS OF DATE: 20030905 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CLARION TECHNOLOGIES INC/DE/ CENTRAL INDEX KEY: 0000835409 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 911407411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 235 CENTRAL AVENUE CITY: HOLLAND STATE: MI ZIP: 49423 BUSINESS PHONE: 6164948885 MAIL ADDRESS: STREET 1: 1901 N ROSELLE RD STREET 2: STE 340 CITY: SCHAUMBURG STATE: IL ZIP: 60195 FORMER COMPANY: FORMER CONFORMED NAME: KAR VENTURES INC DATE OF NAME CHANGE: 19910310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLAIR WILLIAM & CO/IL CENTRAL INDEX KEY: 0000902367 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24690 FILM NUMBER: 03883551 BUSINESS ADDRESS: STREET 1: 222 WEST ADAMS ST STREET 2: 34TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606-5312 BUSINESS PHONE: 3122361600 MAIL ADDRESS: STREET 1: 222 WEST ADAMS CITY: CHICAGO STATE: IL ZIP: 60606 4 1 boc79232_04wbc.xml MAIN DOCUMENT DESCRIPTION X0201 42003-08-1900000835409CLARION TECHNOLOGIES INC/DE/ CLAR.OB0000902367BLAIR WILLIAM & CO/ILSUITE 2100CHICAGOIL606060010Series A Con. Preferred Stock, par value $0.001 per share02003-08-154J04000A2003-09-022007-06-30Common Stock, par value $0.001 per share2 2857134952IBy Fund IIIDividends on the Series A Preferred Stock will accrue daily at a rate of 12% per annum. If a dividend payment default occurs, dividends will accrue daily at the rate of 15% per annum. Dividends are payable in cash.At any time and from time to time, holders of Series A Preferred Stock can convert such shares into shares of common stock of Clarion Technologies, Inc. by multiplying the number of shares to be converted by $1,000 and dividing that result by the conversion price then in effect, initially $1.75. The conversion price i s subject to adjustment as a result of subdivisions or combinations of common stock, reorganizations, reclassifications, consolidations, mergers, sales of all or substantially all of Clarion Technologies, Inc.'s assets, or if Clarion Technologies, Inc., in certain circumstances, issues common stock at below fair market value prices. At any time after June 30, 2004, the holder of the Series A Preferred Stock may convert accrued and unpaid dividends on such shares into a number of shares of common stock of Clarion Technologies, Inc. computed by dividing the amount of accrued and unpaid dividends by the conversion price then in effect.Clarion Technologies, Inc. issued 228, 571 shares of Series A Preferred Stock to William Blair Mezzanine Capital Fund III, LP as payment for the lapse of a contingency with respect to the prepayment of certain indebtness of Clarion Technologies, Inc. owned by William Blair Mezzanine Capital Fund III, LP.All conversion right s of the shares of Series A Preferred Stock shall cease upon redemption of such shares. The Series A Preferred Stock is subject to optional redemption by Clarion Technologies, Inc. after the earlier of July 21, 2003 or a fundamental change (as defined in the Certificate of Designations of the Series A Preferred Stock). The Series A Preferred Stock is also subject to mandatory redemption on June 30, 2007.William Blair & Company, L.L.C. (the "Reporting Person"), as a member of William Blair Mezzanine Capital Partners III, L.L.C. as the sole general partner of William Blair Mezzanine Capital Fund III, L.P. ("Fund III") may, pursuant to Rule 16-1(a)(2)(ii)(B), be deemed to beneficially own the Series A Preferred Stock or the common stock issuable upon conversion of the Series A Preferred Stock. The Reporting Person disclaims beneficial ownership of such Series A Preferred Stock and common stock, except to the extent of its pecuniary interest therein.Matthew O'Meara Attorney-in-Fact2003-08-19 EX-24 3 poab.htm POWER OF ATTORNEY poa

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Timothy L. Burke, as Principal of William Blair & Company, L.L.C., has made, constituted and appointed, and by these presents does make, constitute and appoint, Matthew O’Meara, its true and lawful attorney-in-fact and agent, for William Blair & Company, L.L.C., and in its name, place and stead to execute, acknowledge, deliver and file any and all filings required by Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder, including, but not limited to, Schedules 13D and 13G, Forms 3, Forms 4 and Forms 5, hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof.

     The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorney-in-fact named herein.

     WITNESS THE EXECUTION HEREOF, this 27 day of December, 2002 by Timothy L. Burke, on behalf and as Principal of William Blair & Company, L.L.C.

       
  WILLIAM BLAIR & COMPANY, L.L.C.
       
  By:   /s/ Timothy L. Burke
  Name:   Timothy L. Burke
  Title:   Principal

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