-----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, Q/BuUvXz0Ie6BM1a91Jw/CNXwZ98GP6HVGmPyshuEjVKh/amkSd+SHhP9qYv0jij 7TXPAEbcDS7FtGuQX4N93g== 0000950109-01-500504.txt : 20010410 0000950109-01-500504.hdr.sgml : 20010410 ACCESSION NUMBER: 0000950109-01-500504 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IXATA GROUP INC CENTRAL INDEX KEY: 0000929425 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 944453386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54697 FILM NUMBER: 1597244 BUSINESS ADDRESS: STREET 1: 8080 DAGGETT STREET SUITE 220 CITY: SAN DIEGO STATE: CA ZIP: 92111 BUSINESS PHONE: 6196775580 MAIL ADDRESS: STREET 1: 8080 DAGGETT STREET SUITE 220 CITY: SAN DIEGO STATE: CA ZIP: 92111 FORMER COMPANY: FORMER CONFORMED NAME: SECURFONE AMERICA INC DATE OF NAME CHANGE: 19971114 FORMER COMPANY: FORMER CONFORMED NAME: MATERIAL TECHNOLOGY INC DATE OF NAME CHANGE: 19970326 FORMER COMPANY: FORMER CONFORMED NAME: MATERIAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19970313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEXTGEN FUND II LLC CENTRAL INDEX KEY: 0001126610 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 541962916 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12701 FAIR LAKES CIRCLE CITY: FAIRFAX STATE: VA ZIP: 22033 BUSINESS PHONE: 7038030544 MAIL ADDRESS: STREET 1: 12701 FAIR LAKES CIRCLE CITY: FAIRFAX STATE: VA ZIP: 22033 SC 13D/A 1 dsc13da.txt SCHEDULE 13D / AMENDMENT #3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3)* The IXATA Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 81371G 10 S - -------------------------------------------------------------------------------- (CUSIP Number) Christopher J. Hubbert, Kohrman Jackson & Krantz P.L.L., 1375 E. 9th St., Cleveland, OH 44114, 216-736-7215 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 9, 2001 - -------------------------------------------------------------------------------- (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(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 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 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). Page 1 of 10 Pages SCHEDULE 13D CUSIP No. 81371G 10 S Page 2 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NextGen Fund II, L.L.C. 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 Virginia NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 16,112,770 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 16,112,770 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,112,770 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [___] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.9% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP No. 81371G 10 S Page 3 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NextGen SBS Fund II, L.L.C. 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 Virginia NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 10,741,840 EACH 9 SOLE DISPOSITIVE POWER REPORTING 10 SHARED DISPOSITIVE POWER PERSON 10,741,840 WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,741,840 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.9% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP No. 81371G 10 S Page 4 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zimri C. Putney 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] --- (b) [ x ] --- 3 SEC USE ONLY 4 SOURCE OF FUNDS* 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 of America NUMBER OF 7 SOLE VOTING POWER SHARES 400,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 26,854,610 EACH 9 SOLE DISPOSITIVE POWER REPORTING 400,000 10 SHARED DISPOSITIVE POWER PERSON 26,854,610 WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,254,610 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.5% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 81371G 10 S Page 5 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael W. Wynne 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] ---- (b) [ x ] ---- 3 SEC USE ONLY 4 SOURCE OF FUNDS* 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 of America NUMBER OF 7 SOLE VOTING POWER SHARES 1,800,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,800,000 10 SHARED DISPOSITIVE POWER PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,800,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ---- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2% 14 TYPE OF REPORTING PERSON* IN This Amendment No. 3 to Schedule 13D ("Amendment No. 3") is filed on behalf of NextGen Fund II, L.L.C., a Virginia limited liability company ("NextGen"), NextGen SBS Fund II, L.L.C., a Virginia limited liability company ("NextGen SBS"), Zimri C. Putney, an individual, and Michael W. Wynne, an individual, for the purpose of reporting acquisitions by NextGen and NextGen SBS of Series C Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), of The IXATA Group, Inc., a Delaware Corporation (the "Company"), which is convertible into shares of the Company's Common Stock, par value $0.001 per share (the "Common Stock"), at any time at the option of the holder thereof, and warrants to purchase Series C Preferred Stock (the "Series C Warrants"). This Amendment No. 3 amends Schedule 13D, dated October 13, 2000, Amendment No. 1 to Schedule 13D, dated December 5, 2000, and Amendment No. 2 to Schedule 13D, dated January 3, 2001, of NextGen, NextGen SBS, Mr. Putney and Mr. Wynne. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Item 3 of Schedule 13D, as amended, is hereby amended and supplemented as follows: On March 9, 2001, NextGen purchased 150,000 shares of Series C Preferred Stock, which shares are presently convertible into 1,500,000 shares of Common Stock (subject to anti-dilution adjustment in the event of subsequent issuances of stock by the Company at a price less than the conversion price of the Series C Preferred Stock, stock splits, stock dividends, recapitalization and similar events). The shares of Series C Preferred Stock were acquired with working capital of NextGen for $150,000. NextGen was also granted Series C Warrants to purchase 150,000 shares of Series C Preferred Stock. These Series C Warrants are exercisable at a price of $1.00 per share and expire on March 9, 2006. On March 9, 2001, NextGen SBS purchased 100,000 shares of Series C Preferred Stock, which shares are presently convertible into 1,000,000 shares of Common Stock (subject to anti- dilution adjustment in the event of subsequent issuances of stock by the Company at a price less than the conversion price of the Series C Preferred Stock, stock splits, stock dividends, recapitalization and similar events). The shares of Series C Preferred Stock were acquired with working capital of NextGen SBS for $100,000. NextGen SBS was also granted Series C Warrants to purchase 100,000 shares of Series C Preferred Stock. These Series C Warrants are exercisable at a price of $1.00 per share and expire on March 9, 2006. Item 4. Purpose of Transaction. ---------------------- Item 4 of Schedule 13D, as amended, is hereby amended and supplemented as follows: The purpose of the acquisition of Series C Preferred Stock by NextGen and NextGen SBS was for investment and to provide financing for the Company. NextGen and NextGen SBS reserve the right to acquire, or cause to be acquired, additional securities of the Company, to dispose of, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Company or any of its securities, to the extent deemed advisable in light of general 6 of 10 Pages investment and trading policies of NextGen and NextGen SBS, market conditions or other factors. Other than set forth in this Item 4, neither NextGen nor NextGen SBS currently has any plans or proposals concerning corporate affairs or transactions of the Company of the type listed in items (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer ------------------------------------ Item 5 of Schedule 13D, as amended, is hereby amended and supplemented as follows: (a) NextGen is the sole direct beneficial owner of warrants to purchase 900,000 shares of Common Stock and Series C Preferred Stock and Series C Warrants convertible into 15,212,770 shares of Common Stock, or 52.9% of the Company's outstanding Common Stock. NextGen SBS is the sole direct beneficial owner of warrants to purchase 600,000 shares of Common Stock and Series C Preferred Stock and Series C Warrants convertible into 10,141,840 shares of Common Stock, or 42.9% of the Company's outstanding Common Stock. Mr. Putney is the sole beneficial owner of Series C Preferred Stock and Series C Warrants convertible into 400,000 shares of Common Stock and the indirect beneficial owner of the 26,854,610 shares held by NextGen and NextGen SBS, or 65.5% of the Company's outstanding Common Stock. Mr. Putney disclaims beneficial ownership of the 26,854,610 shares held by NextGen and NextGen SBS. Mr. Wynne is the sole beneficial owner of Series C Preferred Stock and Series C Warrants convertible into 1,800,000 shares of Common Stock, or 11.2% of the Company's outstanding Common Stock. The percentage of Common Stock reported to be beneficially owned by NextGen, NextGen SBS, Mr. Putney and Mr. Wynne is based on 14,325,543 shares of the Company's Common Stock outstanding as of April 3, 2001, and is calculated in accordance with the Securities Exchange Act Rule 13d-3, which states that securities held by a person which are not outstanding but are subject to warrants or conversion privileges shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of a class owned by such person. (b) Mr. Putney may be deemed to have shared voting and dispositive power of the shares of Common Stock issuable upon (1) exercise of the warrants to purchase shares of Common Stock held by NextGen and NextGen SBS, (2) exercise of the Series C Warrants held by NextGen and NextGen SBS, and (3) conversion of the Series C Preferred Stock held by NextGen and NextGen SBS in his capacity as Managing Director of the Managing Member of NextGen and NextGen SBS. Mr. Putney has sole voting and disposition power of the shares of Common Stock issuable upon exercise of the Series C Warrants held by him individually and conversion of the Series C Preferred Stock held by him individually. Mr. Wynne has sole voting and dispositive power of the shares of Common Stock issuable upon exercise of the Series C Warrants held by him and conversion of the Series C Preferred Stock held by him. (c) Except as described herein and in Schedule 13D, none of the reporting persons has effected any transaction in Common Stock during the past 60 days. 7 of 10 Pages Item 7. Material to be Filed as Exhibits. -------------------------------- Item 7 of Schedule 13D, as amended, is hereby amended and supplemented as follows: Exhibit 7.1 Joint Filing Agreement 8 of 10 Pages 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: April 5, 2001 NEXTGEN FUND II, L.L.C. By: NextGen Capital, L.L.C. Managing Member By: /s/ Zimri C. Putney --------------------------------------- Zimri C. Putney, Managing Director NEXTGEN SBS FUND II, L.L.C. By: NextGen Capital, L.L.C. Managing Member By: /s/ Zimri C. Putney --------------------------------------- Zimri C. Putney, Managing Director /s/ Zimri C. Putney ------------------------------------------ Zimri C. Putney, Individually /s/ Michael W. Wynne ------------------------------------------ Michael W. Wynne, Individually 9 of 10 Pages Exhibit Index ------------- Exhibit 7.1 Joint Filing Agreement 10 of 10 Pages EX-7.1 2 dex71.txt JOINT FILING AGREEMENT EXHIBIT 7.1 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement. Dated: April 5, 2001 NEXTGEN FUND II, L.L.C. By: NextGen Capital, L.L.C. Managing Member By: /s/ Zimri C. Putney ---------------------------------------- Zimri C. Putney, Managing Director NEXTGEN SBS FUND II, L.L.C. By: NextGen Capital, L.L.C. Managing Member By: /s/ Zimri C. Putney ---------------------------------------- Zimri C. Putney, Managing Director /s/ Zimri C. Putney ------------------------------------------- Zimri C. Putney, Individually /s/ Michael W. Wynne ------------------------------------------- Michael W. Wynne, Individually -----END PRIVACY-ENHANCED MESSAGE-----