-----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, AOBl1ZZpcidywbH7nLaut+RuFebGX0Zzjp0ECZwvNttadR9KyPGRXqC8oQwsr4cm mZm5QdO0Bp26ANrZvhKHdg== 0001201800-05-000060.txt : 20050401 0001201800-05-000060.hdr.sgml : 20050401 20050401150954 ACCESSION NUMBER: 0001201800-05-000060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050330 FILED AS OF DATE: 20050401 DATE AS OF CHANGE: 20050401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DIRECT INSITE CORP CENTRAL INDEX KEY: 0000879703 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112895590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 80 ORVILLE DR CITY: BOHEMIA STATE: NY ZIP: 11716 BUSINESS PHONE: 5162441500 MAIL ADDRESS: STREET 1: 80 ORVILLE DRIVE CITY: BOHEMIA STATE: NY ZIP: 11716 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER CONCEPTS CORP /DE DATE OF NAME CHANGE: 19930328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: METROPOLITAN VENTURE PARTNERS II LP CENTRAL INDEX KEY: 0001165125 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20660 FILM NUMBER: 05725113 BUSINESS ADDRESS: STREET 1: 257 PARK AVENUE SOUTH STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2128443675 MAIL ADDRESS: STREET 1: 257 PARK AVE. SOUTH STREET 2: 15TH FL CITY: NEW YORK STATE: NY ZIP: 10010 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-03-30 1 0000879703 DIRECT INSITE CORP DIRI.OB 0001165125 METROPOLITAN VENTURE PARTNERS II LP 257 PARK AVENUE SOUTH 15TH FLOOR NEW YORK NY 10010 1 0 1 0 Common Stock 2004-05-28 4 P 0 15297 .44 A 15297 D Common Stock 2004-11-19 4 A 0 13770 1.85 A 13770 D Series C Redeemable Preferred Stock 2003-12-11 4 P 0 290 1000.00 A 290 D Common Stock Purchase Warrant .90 2005-03-30 4 P 0 100000 .90 A 2005-03-30 2012-03-29 Common Stock 100000 100000 D Common Stock Warrant (Right to Buy) .9348 2003-12-11 4 P 0 310226 .9348 A 2005-12-18 2008-12-18 Common Stock 310226 310226 D Series A Convertible Preferred Stock 1.40 2003-06-03 4 P 0 17857 14.00 A 2003-06-03 2008-09-25 Common Stock 178570 17857 D Series A Convertible Preferred Stock 2.14 2003-01-02 4 P 0 23365 21.40 A 2003-01-02 2008-09-25 Common Stock 233650 23365 D Series A Convertible Preferred Stock 2.14 2002-10-04 4 P 0 93458 21.40 A 2002-10-04 2008-09-25 Common Stock 934580 93458 D Metropolitan Venture Partners (Advisors), L.P. ("MetVP Advisors"), is the general partner of the Reporting Person. Metropolitan Venture Partners Corp. ("MetVP Corp"), is the general partner of MetVP Advisors. MetVP Advisors and MetVP Corp. may be deemed, pursuant to Rule 13d-3 under the Exchange Act, to beneficially own all of the securities disclosed on this Form 4. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that MetVP Advisors or MetVP Corp. for purposes of Section 16 of the Exchange Act or otherwise, are the beneficial owners of the securities beneficially owned by the Reporting Person in excess of the amount of their respective pecuniary interests in such securities, and MetVP Advisors and MetVP Corp. disclaim beneficial ownership of such shares. The reported number of shares of Common Stock underlying the Series A Convertible Preferred Stock reflects the initial conversion rate of 1-for-10 pursuant to the terms of the Series A. Convertible Preferred Stock. Footnote (3) Reporting Person may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") by reason of its right to nominate one person to serve on the Board of Directors of Direct Insite Corp. (the "Company") in accordance with terms and conditions of a Stock Purchase and Registration Rights Agreement dated as of September 25, 2002 by and between Reporting Person and the Company. Metropolitan Venture Partners (Advisors), L.P., By: Metropolitan Venture Partners Corp., its Managing Director, By: /s/ Michael Levin, Title: Vice President of Finance 2005-04-01 -----END PRIVACY-ENHANCED MESSAGE-----