-----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, MHqX/LxRUYO2JegSmgZDZkc29S7KZXmXQAGo74ZVjDiuFj8IIsU1RJCfNtYPeSt/ Xjjx7RI2B450aOLcVZ3v+g== 0000919574-98-000878.txt : 19981019 0000919574-98-000878.hdr.sgml : 19981019 ACCESSION NUMBER: 0000919574-98-000878 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981016 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEWSEDGE CORP CENTRAL INDEX KEY: 0000858912 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 043016142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44899 FILM NUMBER: 98727152 BUSINESS ADDRESS: STREET 1: 80 BLANCHARD RD CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6172293000 MAIL ADDRESS: STREET 1: DESKTOP DATA INC STREET 2: 80 BLANCHARD RD CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: DESKTOP DATA INC DATE OF NAME CHANGE: 19950629 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REGAN BASIL P CENTRAL INDEX KEY: 0001056575 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6 EAST 43RD ST 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126613272 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: NewsEDGE Corporation Title of Class of Securities: Common Stock, $.01 par value CUSIP Number: 00065249Q1 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Peter Woodward, c/o Regan Partners, L.P., 6 East 43rd Street New York, New York 10017; (212) 661-3442 (Date of Event which Requires Filing of this Statement) October 13, 1998 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 [ ]. 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.: 00065249Q1 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Regan Partners, L.P. 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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization New Jersey Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 1,755,000 9. Sole Dispositive Power: 10. Shared Dispositive Power: 1,755,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,755,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 10.1% 14. Type of Reporting Person PN 3 CUSIP No.: 00065249Q1 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Regan International Fund Limited 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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization British Virgin Islands Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 1,271,400 9. Sole Dispositive Power: 10. Shared Dispositive Power: 1,271,400 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,271,400 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 7.3% 14. Type of Reporting Person PN 5 CUSIP No.: 00065249Q1 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Regan Fund Management Ltd. 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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization New York Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 1,271,400 9. Sole Dispositive Power: 10. Shared Dispositive Power: 1,271,400 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,271,400 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 6 13. Percent of Class Represented by Amount in Row (11) 7.3% 14. Type of Reporting Person CO 7 CUSIP No.: 00065249Q1 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Basil P. Regan 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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 439,700 8. Shared Voting Power: 3,026,400 9. Sole Dispositive Power: 439,700 10. Shared Dispositive Power: 3,026,400 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,466,100 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 8 13. Percent of Class Represented by Amount in Row (11) 19.9% 14. Type of Reporting Person IN 9 The purpose of this Schedule 13D is to report the ownership of Regan Partners, L.P. (the "Partnership"), Regan International Fund Limited (the "International Fund"), Regan Fund Management Ltd. (the "Investment Manager"), and Basil P. Regan (together with the Partnership, the International Fund and the Investment Manager, the "Reporting Persons") in the Common Stock, $.01 par value (the "Shares"), of NewsEDGE Corporation (the "Issuer"). The Partnership owns 10.1%; the International Fund owns and the Investment Manager is deemed to beneficially own 7.3%; and Basil P. Regan is deemed to beneficially own 19.9% of the Shares outstanding. Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is: Common Stock, $0.01 par value, in NewsEDGE Corporation. The name and address of the principal executive and business office of the Issuer is: NewsEDGE Corporation 80 Blanchard Road Burlington, Massachusetts 01083 Item 2. Identity and Background This statement is being filed on behalf of Regan Partners, L.P., Regan International Fund Limited, Regan Fund Management Ltd. and Basil P. Regan. Mr. Regan is the general partner of the Partnership, a New Jersey limited partnership, and is the principal of Regan Fund Management Ltd., a New York corporation. Regan Fund Management Ltd. is the investment manager of the International Fund, a British Virgin Islands Corporation, and has investment discretion over certain managed accounts (the "managed account"). The address for Regan Partners, L.P., Regan Fund Management Ltd. and Basil P. Regan is 6 East 43rd Street, New York, New York 10017. The address for Regan International Fund Limited is c/o HWR Services Limited, P.O. Box 71, Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons has, 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 10 activities subject to, federal or state securities laws or finding any violations with respect to such laws. Basil P. Regan is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, the Partnership owns 1,755,000 Shares; the International Fund owns and the Investment Manager is deemed to beneficially own 1,271,400 Shares; and Basil P. Regan is deemed to beneficially own 3,466,100 Shares. All 3,466,100 Shares are held by either the Partnership, the International Fund and the Investment Manager, Basil P. Regan or the managed account. All of the Shares were purchased in open market transactions. The Shares owned by the Partnership were purchased for an aggregate purchase price of $11,315,492. The Shares owned by the International Fund and beneficially owned by the Investment Manager were purchased for an aggregate purchase price of $9,258,251. The Shares beneficially owned by Basil P. Regan were purchased for an aggregate purchase price of $3,568,233. The funds for the purchase of the Shares held in the Partnership, the International Fund and the Investment Manager, Basil P. Regan or the managed account have come from the working capital of the Partnership, the International Fund and the Investment Manager, Basil P. Regan or the managed account. No funds were borrowed to purchase any of the Shares. Item 4. Purpose of Transactions The Shares deemed to be beneficially owned by the Reporting Persons were acquired for, and are being held for, investment purposes. The Reporting Persons have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Item 5. Interest in Securities of Issuer As of the date hereof, the Partnership owns 1,755,000 Shares, the International Fund owns and the Investment Manager is deemed to beneficially own 1,271,400 Shares and Basil P. Regan is deemed to be the beneficial owner of 3,466,100 Shares. Based on the Issuer's filing on Form 10-Q on August 14, 1998. as of July 31, 1998 there 11 were 17,382,065 Shares outstanding. Therefore, the Partnership owns 10.1%; the International Fund owns and the Investment Manager is deemed to beneficially own 7.3%; and Basil P. Regan is deemed to beneficially own 19.9% of the outstanding Shares. The Reporting Persons have the sole or shared power to vote, direct the vote, dispose of or direct the disposition of all the Shares that they are deemed to beneficially own. All transactions in the Shares effected by the Reporting Persons during the sixty days prior to October 13, 1998 were effected in open-market transactions and are set forth in Exhibit B hereto. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Reporting Persons have no contract, arrangement, understanding or relationship with any person with respect to the Shares. Item 7. Material to be Filed as Exhibits 1. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. 2. A description of the transactions in the Shares that were effected by the Reporting Persons during the 60 days prior to October 13, 1998 is filed herewith as Exhibit B. 12 Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. REGAN PARTNERS, L.P. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, General Partner REGAN INTERNATIONAL FUND LIMITED By: Regan Fund Management Ltd. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, President REGAN FUND MANAGEMENT LTD. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, President /s/ Basil P. Regan _______________________________ Basil P. Regan October 13, 1998 13 AGREEMENT The undersigned agree that this Schedule 13D dated October 13, 1998 relating to the Common Stock of NewsEDGE Corporation shall be filed on behalf of the undersigned. REGAN PARTNERS, L.P. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, General Partner REGAN INTERNATIONAL FUND LIMITED By: Regan Fund Management Ltd. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, President REGAN FUND MANAGEMENT LTD. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, President /s/ Basil P. Regan _______________________________ Basil P. Regan 14 Exhibit B SCHEDULE OF TRANSACTIONS - the International Fund and the Investment Manager Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ __________________________ _____________________ 8/14/98 25,000 $6.878 8/17/98 25,000 7.000 8/18/98 25,000 7.0625 8/19/98 25,000 7.073 8/20/98 25,000 7.975 8/21/98 10,500 8.226 8/25/98 15,000 8.625 8/27/98 15,800 7.885 8/28/98 10,000 8.199 8/31/98 13,000 7.615 9/1/98 10,000 6.500 9/1/98 10,000 6.109 9/1/98 20,000 6.820 9/1/98 10,000 6.750 9/2/98 10,000 7.069 9/3/98 10,000 7.1875 9/4/98 10,000 7.000 9/8/98 10,000 7.716 9/8/98 10,000 7.629 9/8/98 10,000 7.500 9/8/98 6,200 7.3125 9/9/98 10,000 8.9375 9/10/98 10,000 7.528 9/10/98 10,000 7.888 9/11/98 4,100 7.518 9/15/98 5,000 7.500 9/18/98 3,000 7.917 9/21/98 7,000 7.8125 9/21/98 10,000 8.155 9/22/98 10,900 8.250 9/25/98 20,000 7.750 9/28/98 10,000 8.4375 9/29/98 10,000 8.250 9/29/98 7,000 8.250 9/30/98 10,000 8.250 9/30/98 10,000 8.4375 9/30/98 10,000 8.413 9/30/98 10,000 8.258 9/30/98 10,000 8.500 9/30/98 10,000 8.500 9/30/98 10,000 8.541 9/30/98 10,000 8.625 15 Exhibit B SCHEDULE OF TRANSACTIONS - the International Fund and the Investment Manager Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ __________________________ _____________________ 10/5/98 10,000 7.125 10/6/98 4,400 6.000 10/7/98 20,000 4.329 10/8/98 10,000 4.9375 10/9/98 10,000 5.25 16 Exhibit B SCHEDULE OF TRANSACTIONS - the Partnership Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ __________________________ _____________________ 8/28/98 10,000 7.988 8/31/98 15,000 7.750 9/1/98 10,000 6.375 9/1/98 10,000 6.888 9/2/98 10,000 7.375 9/9/98 10,000 8.101 9/11/98 10,000 7.750 9/15/98 15,000 7.750 9/16/98 10,000 8.018 9/28/98 15,000 8.250 9/30/98 10,000 8.331 9/30/98 10,000 8.575 9/30/98 10,000 8.625 10/1/98 1,500 7.8125 10/5/98 10,000 6.858 10/6/98 10,000 5.875 10/7/98 20,000 4.081 10/8/98 10,000 5.120 10/8/98 10,000 5.500 10/9/98 10,000 5.250 10/12/98 3,500 5.250 10/12/98 10,000 5.250 10/13/98 10,000 5.250 17 Exhibit B SCHEDULE OF TRANSACTIONS - Basil P. Regan Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ __________________________ _____________________ 8/14/98 25,000 6.878 8/17/98 25,000 7.000 8/18/98 25,000 7.0625 8/19/98 25,000 7.073 8/20/98 25,000 7.975 8/21/98 10,500 8.226 8/25/98 15,000 8.625 8/27/98 15,800 7.885 8/28/98 10,000 7.988 8/28/98 10,000 8.199 8/31/98 13,000 7.615 8/31/98 15,000 7.750 9/1/98 10,000 6.375 9/1/98 10,000 6.888 9/1/98 10,000 6.500 9/1/98 10,000 6.109 9/1/98 20,000 6.820 9/1/98 10,000 6.750 9/2/98 10,000 7.375 9/2/98 10,000 7.069 9/3/98 10,000 7.1875 9/4/98 10,000 7.000 9/8/98 10,000 7.716 9/8/98 10,000 7.629 9/8/98 10,000 7.500 9/8/98 6,200 7.3125 9/9/98 10,000 8.101 9/9/98 10,000 8.9375 9/10/98 10,000 7.528 9/10/98 10,000 7.888 9/11/98 10,000 7.750 9/11/98 4,100 7.518 9/15/98 15,000 7.750 9/15/98 5,000 7.500 9/16/98 10,000 8.018 9/18/98 3,000 7.917 9/21/98 7,000 7.8125 9/21/98 10,000 8.155 9/22/98 10,900 8.250 18 Exhibit B SCHEDULE OF TRANSACTIONS - Basil P. Regan Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ __________________________ _____________________ 9/24/98 7,800 $7.625 9/25/98 20,000 7.750 9/28/98 15,000 8.250 9/28/98 10,000 8.4375 9/29/98 10,000 8.250 9/29/98 7,000 8.250 9/30/98 10,000 8.331 9/30/98 10,000 8.575 9/30/98 10,000 8.625 9/30/98 10,000 8.250 9/30/98 10,000 8.4375 9/30/98 10,000 8.413 9/30/98 10,000 8.258 9/30/98 10,000 8.500 9/30/98 10,000 8.500 9/30/98 10,000 8.541 9/30/98 10,000 8.625 10/2/98 8,500 7.875 10/9/98 10,000 5.436 19 01394002.AM1 -----END PRIVACY-ENHANCED MESSAGE-----