1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Daleen Technologies, Inc.
------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------------------------------
(Title of Class of Securities)
23427N 10-4
----------------------------------------------------------------
(CUSIP Number)
David J. Schwartz, Esq. Martha D. Vorlicek
Debevoise & Plimpton HarbourVest Partners, LLC
875 Third Avenue One Financial Center
New York, NY 10022 Boston, MA 02111
(212) 909-6000 (617) 348-3707
----------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
August 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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
Section 240.13d-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 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 the following pages)
Page 1 of 10
2
(1) Names of Reporting Persons HarbourVest Partners, LLC
I.R.S. Identification I.R.S. No. 04-3335829
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box (a)
if a Member of a Group ---------------------
(b)
---------------------
(3) SEC Use Only
(4) Source of Funds 00
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of
Organization Delaware
Number of Shares (7) Sole Voting Power
Beneficially Owned 20,520,679
by Each Reporting
Person With
(8) Shared Voting Power
-0-
(9) Sole Dispositive Power
20,520,679
(10) Shared Dispositive Power
-0-
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 20,520,679
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(13) Percent of Class Represented
by Amount in Row 11 53.2%
(14) Type of Reporting Person IA
Page 2 of 10
3
(1) Names of Reporting Persons D. Brooks Zug
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box (a)
if a Member of a Group ---------------------
(b)
---------------------
(3) SEC Use Only
(4) Source of Funds 00
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of
Organization USA
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting
Person With
(8) Shared Voting Power
20,520,679
(9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
20,520,679
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 20,520,679
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(13) Percent of Class Represented
by Amount in Row 11 53.2%
(14) Type of Reporting Person IN
Page 3 of 10
4
(1) Names of Reporting Persons Edward W. Kane
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box (a)
if a Member of a Group ---------------------
(b)
---------------------
(3) SEC Use Only
(4) Source of Funds 00
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of
Organization U.S.A.
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting
Person With
(8) Shared Voting Power
20,520,679
(9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
20,520,679
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 20,520,679
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(13) Percent of Class Represented
by Amount in Row 11 53.2%
(14) Type of Reporting Person IN
Page 4 of 10
5
(1) Names of Reporting Persons HVP VI-Direct Associates LLC
I.R.S. Identification I.R.S. No. 04-3464301
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box (a)
if a Member of a Group ---------------------
(b)
---------------------
(3) SEC Use Only
(4) Source of Funds 00
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of
Organization Delaware
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting
Person With
(8) Shared Voting Power
15,452,616
(9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
15,452,616
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 15,452,616
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(13) Percent of Class Represented
by Amount in Row 11 41.4%
(14) Type of Reporting Person 00
Page 5 of 10
6
(1) Names of Reporting Persons HarbourVest Partners VI-Direct
I.R.S. Identification Fund L.P.
Nos. of Above Persons (entities only) I.R.S. No. 04-3464307
(2) Check the Appropriate Box (a)
if a Member of a Group ---------------------
(b)
---------------------
(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 Delaware
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting
Person With
(8) Shared Voting Power
15,452,616
(9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
15,452,616
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 15,452,616
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(13) Percent of Class Represented
by Amount in Row 11 41.4%
(14) Type of Reporting Person PN
Page 6 of 10
7
CONTINUATION PAGES TO SCHEDULE 13D
AMENDMENT NO. 1
This Amendment No. 1 to the Statement on Schedule 13D filed by
HarbourVest Partners, LLC ("HarbourVest"), D. Brooks Zug ("Zug"), Edward W. Kane
("Kane"), HVP VI-Direct Associates LLC ("Associates VI") and HarbourVest
Partners VI-Direct Fund L.P. ("Fund VI") (together the "Reporting Persons") on
June 14, 2001 (the "Schedule 13D"), relates to the Common Stock of Daleen
Technologies, Inc. and supplements and amends Items 3 and 5 thereto. Capitalized
terms used herein and not otherwise defined shall have the same meanings as set
forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended supplementally as follows:
As reported in Issuer's Form 10Q, filed with the SEC on August 14,
2001, effective August 9, 2001, the conversion price for the Series F Preferred
was Reset from $0.9230 to $0.9060. Based on such Reset conversion price and
pursuant to the terms of the Securities Purchase Agreement, each share of Series
F Preferred is convertible into 122.4503 shares of Common Stock. Upon conversion
of its 90,139 shares of Series F Preferred, Fund VI would receive 11,037,548
shares of Common Stock, or 203,291 shares more than the number of shares that
would have been acquired at the conversion price of $0.9230. Based on the Reset
conversion price of $0.9060 for the Series F Preferred, upon a conversion of the
36,056 shares of Series F Preferred that may be acquired upon the exercise of
its Series F Warrants, Fund VI would receive 4,415,068 shares of Common Stock,
or 81,317 shares more than the number of shares that would have been acquired at
a conversion price of $0.9230.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended in its entirety to read as follows:
(a) HarbourVest, as the result of its position as the sole managing
member of Associates V and Associates VI, and Zug and Kane, as the result of
their positions as managing members of HarbourVest, each may be deemed to
beneficially own an aggregate of 20,520,679 shares of Common Stock, or 53.2% of
Common Stock currently outstanding (based on 21,872,951 shares of common stock
outstanding as of August 6, 2001, as reported by the Issuer in its Form 10Q
filed with the Securities and Exchange Commission on August 14, 2001), as a
result of their beneficial ownership of:
(i) 5,068,063 shares of Common Stock, assuming exercise of a
Warrant for 1,250,000 shares of Common Stock, held by Fund V; and
(ii) 15,452,616 shares of Common Stock, assuming conversion of
90,139 shares of Series F Preferred (at a Series F Preferred conversion price of
$0.9060 per share) into 11,037,548 shares of Common Stock and exercise of the
Series F Warrants for 36,056 shares of Series F Preferred and the conversion of
such 36,056 shares of Series F
Page 7 of 10
8
Preferred (at a Series F Preferred conversion price of $0.9060 per share) into
4,415,068 shares of Common Stock, held by Fund VI.
Kane and Zug disclaim beneficial ownership over any of the reported
securities which they may be deemed to beneficially own, except to the extent of
their pecuniary interest therein.
Associates VI, as the result of its position as the sole general
partner of Fund VI, and Fund VI, as record and ultimate owner of the Series F
Preferred and Series F Warrants, may be deemed to beneficially own 15,452,616
shares of Common Stock, or 41.4% of Common Stock currently outstanding, assuming
conversion of 90,139 shares of Series F Preferred (at a Series F Preferred
conversion price of $0.9060 per share) into 11,037,548 shares of Common Stock,
and exercise of the Series F Warrants for 36,056 shares of Series F Preferred
and the conversion of such 36,056 shares of Series F Preferred (at a Series F
Preferred conversion price of $0.9060 per share) into 4,415,068 shares of Common
Stock, held by Fund VI.
(b) HarbourVest, as the result of its position as the sole
managing member of Associates V and Associates VI, may be deemed to have the
sole power to vote or direct the vote of and to dispose of or to direct the
disposition of:
(i) 5,068,063 shares of Common Stock, assuming exercise of a
Warrant for 1,250,000 shares of Common Stock, held by Fund V; and
(ii) 15,452,616 shares of Common Stock, assuming conversion of
90,139 shares of Series F Preferred (at a Series F Preferred conversion price of
$0.9060 per share) into 11,037,548 shares of Common Stock and exercise of the
Series F Warrants for 36,056 shares of Series F Preferred and the conversion of
such 36,056 shares of Series F Preferred (at a Series F Preferred conversion
price of $0.9060 per share) into 4,415,068 shares of Common Stock, held by Fund
VI.
Kane and Zug, as the result of their position as managing members of
HarbourVest, may be deemed to share power to vote or direct the vote of and to
dispose of or to direct the disposition of:
(i) 5,068,063 shares of Common Stock, assuming exercise of a
Warrant for 1,250,000 shares of Common Stock, held by Fund V; and
(ii) 15,452,616 shares of Common Stock, assuming conversion of
90,139 shares of Series F Preferred (at a Series F Preferred conversion price of
$0.9060 per share) into 11,037,548 shares of Common Stock and exercise of the
Series F Warrants for 36,056 shares of Series F Preferred and the conversion of
such 36,056 shares of Series F Preferred (at a Series F Preferred conversion
price of $0.9060 per share) into 4,415,068 shares of Common Stock, held by Fund
VI.
Associates VI, as the sole general partner of Fund VI, and Fund VI, as
record and ultimate owner of the Series F Preferred and Series F Warrants, may
be deemed to share power to vote or direct the vote of and to dispose of or to
direct the disposition of
Page 8 of 10
9
15,452,616 shares of Common Stock, assuming conversion of 90,139 shares of
Series F Preferred (at a Series F Preferred conversion price of $0.9060 per
share) into 11,037,548 shares of Common Stock and exercise of the Series F
Warrants for 36,056 shares of Series F Preferred and the conversion of such
36,056 shares of Series F Preferred (at a Series F Preferred conversion price of
$0.9060 per share) into 4,415,068 shares of Common Stock, held by Fund VI.
(c) On August 9, 2001, as the result of the Reset of the Series F
Preferred conversion price to $0.9060 from $0.9230, the Reporting Persons became
entitled to receive an additional 284,608 shares of Common Stock, assuming
conversion of 90,139 shares of Series F Preferred into Common Stock and the
exercise of the Series F Warrants for 36,056 shares of Series F Preferred and
the subsequent conversion of such Series F Preferred into Common Stock. See Item
3 above.
Item 7. Material to be Filed as Exhibits
Exhibit 8. Joint Filing Agreement, dated August 17, 2001 .
Page 9 of 10
10
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.
Date: August 17, 2001
HARBOURVEST PARTNERS, LLC
By: /s/ Martha D. Vorlicek
---------------------------
Name: Martha D. Vorlicek
Title: Managing Director
/s/ Edward W. Kane
--------------------------
Edward W. Kane
/s/ D. Brooks Zug
--------------------------
D. Brooks Zug
HVP VI-DIRECT ASSOCIATES LLC
By: HARBOURVEST PARTNERS, LLC
Its Managing Member
By: /s/ Martha D. Vorlicek
---------------------------
Name: Martha D. Vorlicek
Title: Managing Director
HARBOURVEST PARTNERS VI-DIRECT FUND L.P.
By: HVP VI-DIRECT ASSOCIATES LLC
Its General Partner
By: HARBOURVEST PARTNERS, LLC
Its Managing Member
By: /s/ Martha D. Vorlicek
---------------------------
Name: Martha D. Vorlicek
Title: Managing Director
Page 10 of 10