sc13d
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
HALO
TECHNOLOGY HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
(CUSIP Number)
MARTHA CLARKE ADAMSON
SIERRA VENTURES
2884 SAND HILL ROAD, SUITE 100
MENLO PARK, CALIFORNIA 94025
TELEPHONE: (650) 854-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 persons 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 (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).
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1 |
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NAMES OF REPORTING PERSONS:
Sierra Venture VIII-A, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ (1) |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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California, United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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7,154,515 shares of Common Stock (2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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7,154,515 shares of Common Stock (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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7,154,515 shares of Common Stock (2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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23.29%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
(1) This Schedule 13D is filed by Sierra Ventures VIII-A, L.P. (SV VIII-A),
Sierra Ventures VIII-B, L.P. (SV VIII-B), Sierra Ventures
VII, L.P. (SV VII), Sierra Ventures Associates VIII, LLC
(SVA VIII) and Sierra Ventures Associates VII, LLC (SVA VII, and together with SV VIII-A, SV VIII-B, SV VII and
SVA VIII, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this
Schedule 13D.
(2) Includes (i) 5,880,742 shares held by SV VIII-A, (ii) 57,602 shares
held by SV VIII-B, and (iii) 1,216,171 shares held by SV VII. SVA VIII serves as the general partner of SV VIII-A and
SV VIII-B and possesses voting and dispositive power over the shares held by SV VIII-A and SV VIII-B. SVA VIII disclaims
beneficial ownership of such shares held by SV VIII-A and SV VIII-B except to the extent of its pecuniary interest therein.
Additionally, SVA VIII holds 431,690 shares of the Issuers Common Stock as nominee for its members. SVA VIII does not have voting or dispositive power over
such shares and disclaims beneficial ownership of such shares. SVA VII serves as the general partner of SV VII and
possesses voting and dispositive power over the shares held by SV VII. SVA VII disclaims beneficial ownership of such
shares held by SV VII except to the extent of its pecuniary interest
therein. Additionally, SVA VII holds 58,141 shares of the Issuers
Common Stock as nominee for its members. SVA
VII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares.
(3) This percentage is calculated based upon 30,723,185 shares of the Issuers
common stock outstanding (as of February 1, 2007), as set forth in the Issuers most recent 10-QSB, filed with the
Securities and Exchange Commission on February 14, 2007.
2
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1 |
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NAMES OF REPORTING PERSONS:
Sierra Ventures VIII-B, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ (1) |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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California, United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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7,154,515 shares of Common Stock (2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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7,154,515 shares of Common Stock (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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7,154,515 shares of Common Stock (2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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23.29%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
(1) This Schedule 13D is filed by Sierra Ventures VIII-A, L.P. (SV VIII-A),
Sierra Ventures VIII-B, L.P. (SV VIII-B), Sierra Ventures VII, L.P. (SV VII), Sierra Ventures Associates VIII, LLC
(SVA VIII) and Sierra Ventures Associates VII, LLC (SVA VII, and together with SV VIII-A, SV VIII-B, SV VII and
SVA VIII, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this
Schedule 13D.
2) Includes (i) 5,880,742 shares held by SV VIII-A, (ii) 57,602 shares held
by SV VIII-B, and (iii) 1,216,171 shares held by SV VII. SVA VIII serves as the general partner of SV VIII-A and SV VIII-B
and possesses voting and dispositive power over the shares held by SV VIII-A and SV VIII-B. SVA VIII disclaims beneficial
ownership of such shares held by SV VIII-A and SV VIII-B except to
the extent of its pecuniary interest therein. Additionally, SVA VIII holds 431,690 shares of
the Issuers Common Stock as nominee for its members. SVA VIII does not have voting or dispositive power over such shares and disclaims beneficial
ownership of such shares. SVA VII serves as the general partner of SV VII and possesses voting and dispositive power over the shares held by SV VII. SVA VII disclaims beneficial ownership of such shares held by SV VII except to the extent of its pecuniary interest therein. Additionally, SVA VII holds 58,141 shares of the Issuers Common Stock as nominee for its members. SVA V
II does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares.
(3) This percentage is calculated based upon 30,723,185 shares of the Issuers common stock outstanding (as of February 1, 2007), as set forth in the Issuers most recent 10-QSB, filed with the Securities and Exchange Commission on February 14, 2007.
3
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1 |
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NAMES OF REPORTING PERSONS:
Sierra Ventures Associates VIII, L.L.C. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ (1) |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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California, United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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7,154,515 shares of Common Stock (2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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7,154,515 shares of Common Stock (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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7,154,515 shares of Common Stock (2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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23.29%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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OO |
(1) This Schedule 13D
is filed by Sierra Ventures VIII-A, L.P. (SV VIII-A), Sierra Ventures VIII-B, L.P. (SV VIII-B),
Sierra Ventures VII, L.P. (SV VII), Sierra Ventures Associates VIII, LLC (SVA VIII) and Sierra
Ventures Associates VII, LLC (SVA VII, and together with SV VIII-A, SV VIII-B, SV VII and SVA VIII, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes (i) 5,880,742 shares held by SV VIII-A, (ii) 57,602 shares held
by SV VIII-B, and (iii) 1,216,171 shares held by SV VII. SVA VIII serves as the general partner of SV VIII-A and SV VIII-B
and possesses voting and dispositive power over the shares held by SV VIII-A and SV VIII-B. SVA VIII disclaims beneficial
ownership of such shares held by SV VIII-A and SV VIII-B except to the extent of its pecuniary interest therein. Additionally, SVA VIII
holds 431,690 shares of the Issuers Common Stock as nominee for its members. SVA VIII does not have voting or
dispositive power over such shares and disclaims beneficial ownership of such shares. SVA VII serves as the general
partner of SV VII and possesses voting and dispositive power over the shares held by SV VII. SVA VII disclaims beneficial
ownership of such shares held by SV VII except to the extent of its pecuniary interest therein. Additionally, SVA VII holds 58,141 shares
of the Issuers Common Stock as nominee for its members. SVA
VII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares.
(3) This percentage is calculated based upon 30,723,185 shares of the Issuers
common stock outstanding (as of February 1, 2007), as set forth in the Issuers most recent 10-QSB, filed with the Securities and
Exchange Commission on February 14, 2007.
4
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1 |
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NAMES OF REPORTING PERSONS:
Sierra Ventures VII, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ (1) |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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California, United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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7,154,515 shares of Common Stock (2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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7,154,515 shares of Common Stock (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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7,154,515 shares of Common Stock (2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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23.29%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
(1) This Schedule 13D is filed by Sierra Ventures VIII-A, L.P. (SV VIII-A),
Sierra Ventures VIII-B, L.P. (SV VIII-B), Sierra Ventures VII, L.P. (SV VII), Sierra Ventures
Associates VIII, LLC (SVA VIII) and Sierra Ventures Associates VII, LLC (SVA VII,
and together with SV VIII-A, SV VIII-B, SV VII and SVA VIII, the Reporting Persons). The Reporting Persons
expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes (i) 5,880,742 shares held by SV VIII-A, (ii) 57,602 shares held
by SV VIII-B, and (iii) 1,216,171 shares held by SV VII. SVA VIII serves as the general partner of SV VIII-A and SV VIII-B
and possesses voting and dispositive power over the shares held by SV VIII-A and SV VIII-B. SVA VIII disclaims beneficial
ownership of such shares held by SV VIII-A and SV VIII-B except to the extent of its pecuniary interest therein. SVA VIII
holds 431,690 shares of the Issuers Common Stock as nominee for its members. SVA VIII does not have voting or
dispositive power over such shares and disclaims beneficial ownership of such shares. SVA VII serves as the general
partner of SV VII and possesses voting and dispositive power over the shares held by SV VII. SVA VII disclaims beneficial
ownership of such shares held by SV VII except to the extent of its pecuniary interest therein. Additionally, SVA VII holds 58,141 shares
of the Issuers Common Stock as nominee for its members. SVA
VII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares.
(3) This percentage is calculated based upon 30,723,185 shares of the Issuers common stock outstanding (as of February 1, 2007), as set forth in the Issuers most recent 10-QSB, filed with the Securities and Exchange Commission on February 14, 2007.
5
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1 |
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NAMES OF REPORTING PERSONS:
Sierra Ventures Associates VII, LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ (1) |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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California, United States of America
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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7,154,515 shares of Common Stock (2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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|
7,154,515 shares of Common Stock (2) |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
|
|
|
7,154,515 shares of Common Stock (2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
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|
o
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13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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23.29%(3) |
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|
14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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|
OO |
(1) This Schedule 13D is filed by Sierra Ventures VIII-A, L.P. (SV VIII-A),
Sierra Ventures VIII-B, L.P. (SV VIII-B), Sierra Ventures VII, L.P. (SV VII), Sierra Ventures
Associates VIII, LLC (SVA VIII) and Sierra Ventures
Associates VII, LLC (SVA VII, and together with SV VIII-A, SV VIII-B, SV VII and SVA VIII, the Reporting Persons).
The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Includes (i) 5,880,742 shares held by SV VIII-A, (ii)
57,602 shares held by SV VIII-B, and (iii) 1,216,171 shares held by SV VII. SVA VIII serves as the general
partner of SV VIII-A and SV VIII-B and possesses voting and dispositive power over the shares held by SV VIII-A
and SV VIII-B. SVA VIII disclaims beneficial ownership of such shares held by SV VIII-A and SV VIII-B except to
the extent of its pecuniary interest therein. Additionally, SVA VIII holds 431,690 shares of
the Issuers Common Stock as nominee for its members. SVA VIII does not have voting or dispositive
power over such shares and disclaims beneficial ownership of such shares. SVA VII serves as the general
partner of SV VII and possesses voting and dispositive power over the shares held by SV VII. SVA VII disclaims
beneficial ownership of such shares held by SV VII except to the extent of its pecuniary interest therein. Additionally, SVA
VII holds 58,141 shares of the Issuers Common Stock as nominee for its members. SVA
VII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares.
(3) This percentage is calculated based upon 30,723,185 shares of the Issuers c
ommon stock outstanding (as of February 1, 2007), as set forth in the Issuers most recent 10-QSB, filed with the Securities and Exchange Commission on February 14, 2007.
6
Item 1. Security and Issuer
This statement relates to shares of common stock, par value $0.001 per share (the Common
Stock), of Halo Technology Holdings, Inc. (the Company or the Issuer), a
corporation organized under the laws of the State of Nevada. The address of the Issuers principal
executive offices is 200 Railroad Avenue, 3rd Floor, Greenwich, CT 06830.
Item 2. Identity and Background
(a) This Schedule 13D is filed by Sierra Ventures VIII-A, L.P. (SV VIII-A), Sierra Ventures
VIII-B, L.P. (SV VIII-B), Sierra Ventures VII, L.P. (SV VII), Sierra Ventures Associates VIII,
LLC (SVA VIII) and Sierra Ventures Associates VII, LLC (SVA VII, and together with SV VIII-A,
SV VIII-B, SV VII and SVA VIII, the Reporting Persons). The Reporting Persons are making this
single, joint filing because they may be deemed to constitute a group within the meaning of
Section 13(d)(3) of the Act, although neither the fact of this joint filing nor anything contained
herein shall be deemed an admission by the Reporting Persons that such a group exists.
(b) The address of the principal place of business of the Reporting Persons is 2884 Sand Hill
Road, Suite 100, Menlo Park, CA 94025.
(c) The principal business of the Reporting Persons is the venture capital investment business.
(d) During the last five years, none of the Listed Persons (as defined below), to the knowledge of
the Reporting Persons, has been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, none of the Listed Persons (as defined below) has been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) |
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SV VIII-A, SV VIII-B and SV VII are California limited partnerships.
SVA VIII and SVA VII are California limited liability companies. |
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning
the managing members and each other person controlling SVA VIII, the general partner of SV VIII-A
and SV VIII-B, and SVA VII, the general partner of SVA VII (the Listed Persons), required by Item
2 of Schedule 13D is listed on Schedule I hereto and is incorporated by reference herein.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons paid no new consideration to acquire the shares of the Issuers Common Stock.
Item 4. Purpose of Transaction
On February 15, 2007, SV VII received shares of Common Stock of the Issuer in connection with the
Issuers acquisition (the Acquisition) of Tenebril, Inc. in repayment of a promissory note, in the
principal amount of $439,297.72 with accrued interest in the amount of $17,617.67, assumed by the
Issuer based on a conversion price of $0.3757 per share. On February 15, 2007, SV VIII-A received
shares of the Issuers Common Stock in connection with the Acquisition in repayment of a promissory
note, in the principal amount of $2,124,205.15 with accrued interest in the amount of $85,189.48,
assumed by the Issuer based on a conversion price of $0.3757 per share. On February 15, 2007, SV
VIII-B received shares of the Issuers Common Stock in connection with the Acquisition in repayment
of a promissory note, in the principal amount of $20,806.40 with accrued interest in the amount of
$834.42, assumed by the Issuer based on a conversion price of $0.3757 per share.
SVA VII is the general partner of SV VII and possesses voting and dispositive power over the shares
held by SV VII. SVA VII disclaims beneficial ownership of such shares except to the extent of its
pecuniary interest therein. Additionally, SVA VII holds 58,141 shares of the Issuers Common
Stock as nominee for its members. SVA VII does not have voting or dispositive power over such
shares and disclaims beneficial ownership of such shares. SVA VIII is the general partner of SV
VIII-A and SV VIII-B and possesses voting and dispositive power over the shares held by SV VIII-A
and SV VIII-B. SVA VIII disclaims beneficial ownership of such shares except to the extent of its
pecuniary interest therein. Additionally, SVA VIII holds 431,690 shares of the Issuers
Common Stock as nominee for its members. SVA VIII does not have voting or dispositive power over
such shares and disclaims beneficial ownership of such shares.
Subject to applicable legal requirements, the Reporting Persons may purchase additional securities
of the Issuer from time to time in open market or private transactions, depending on its evaluation
of the Issuers business, prospects and financial condition, the market for the Issuers
securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting
Persons ownership of the Issuers securities, other opportunities available to the Reporting
Persons, and general economic, money market and stock market conditions. In addition, depending
upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their
securities of the Issuer at any time. The Reporting Persons reserve the right to increase or
decrease its holdings on such terms and at such times as each may decide.
7
Other than as described above in this Item 4, none of the Reporting Persons have any plan or
proposal relating to or that would result in: (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any
of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the Board of Directors or management of the Issuer, including
any plans or proposals to change the number or terms of directors or to fill any existing vacancies
on the Board of Directors of the Issuer; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate
structure; (g) any changes in the Issuers charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any person; (h) a class
of securities of the Issuer being delisted from a national securities exchange or ceasing to be
authorized to be quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those
enumerated above.
Item 5. Interest in Securities of the Issuer
The following information, and the information listed on Schedule II hereto, with respect to the
ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is
provided as of February 25, 2007:
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|
|
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Shared |
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Sole |
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Shared |
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Shares Held |
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Sole Voting |
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Voting |
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Dispositive |
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|
Dispositive |
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Beneficial |
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|
Percentage |
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Reporting Persons |
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Directly |
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Power |
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Power |
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Power |
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Power |
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Ownership |
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|
of Class (3) |
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|
Sierra Ventures VIII-A, L.P. (1) |
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5,880,742 |
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0 |
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7,154,515 |
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0 |
|
|
|
7,154,515 |
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|
|
7,154,515 |
|
|
|
23.29 |
% |
Sierra Ventures VIII-B, L.P. (1) |
|
|
57,602 |
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|
|
0 |
|
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|
7,154,515 |
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|
|
0 |
|
|
|
7,154,515 |
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|
|
7,154,515 |
|
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|
23.29 |
% |
Sierra Ventures Associates
VIII, LLC (1) |
|
|
0 |
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|
|
0 |
|
|
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7,154,515 |
|
|
|
0 |
|
|
|
7,154,515 |
|
|
|
7,154,515 |
|
|
|
23.29 |
% |
Sierra Ventures VII, L.P. (2) |
|
|
1,216,171 |
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|
|
0 |
|
|
|
7,154,515 |
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|
|
0 |
|
|
|
7,154,515 |
|
|
|
7,154,515 |
|
|
|
23.29 |
% |
Sierra Ventures Associates VII,
LLC (2) |
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|
0 |
|
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|
0 |
|
|
|
7,154,515 |
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|
|
0 |
|
|
|
7,154,515 |
|
|
|
7,154,515 |
|
|
|
23.29 |
% |
(1) SVA VIII is the general partner of SV VIII-A and SV VIII-B, and possesses shared power to
vote and dispose of shares of the Issuer directly owned by SV VIII-A and SV VIII-B. SVA VIII
hereby disclaims beneficial ownership of shares reported herein, except to the extent of its
pecuniary interest therein. Additionally, SVA VIII holds 431,690 shares of the Issuers Common Stock as nominee
for its members. SVA VIII does not have voting or dispositive power over such shares and disclaims
beneficial ownership of such shares. Management of the business affairs of SVA VIII, including
decisions respecting disposition and/or voting of the shares of Common Stock and the exercise of
rights to acquire Common Stock, is by majority decision of the managers of SVA VIII. Each
individual manager of SVA VIII disclaims beneficial ownership of the shares of Common Stock
reported herein and rights to acquire such shares, except to the extent of its pecuniary interest
therein.
(2) SVA VII is the general partner of SV VII, and possesses shared power to vote and dispose of
shares of the Issuer directly owned by SV VII. SVA VII hereby disclaims beneficial ownership of
shares reported herein, except to the extent of its pecuniary interest therein. Additionally, SVA VII holds
58,141 shares of the Issuers Common Stock as nominee for its members. SVA VII does not have
voting or dispositive power over such shares and disclaims beneficial ownership of such shares.
Management of the business affairs of SVA VII, including decisions respecting disposition and/or
voting of the shares of Common Stock and the exercise of rights to acquire Common Stock, is by
majority decision of the managers of SVA VII. Each individual manager of SVA VII disclaims
beneficial ownership of the shares of Common Stock reported herein and rights to acquire such
shares, except to the extent of its pecuniary interest therein.
(3) This percentage is calculated based upon 30,723,185 shares of the Issuers common stock
outstanding (as of February 1, 2007), as set forth in the Issuers most recent 10-QSB, filed with
the Securities and Exchange Commission on February 14, 2007.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
The information provided and incorporated by reference in Items 3, 4 and 5 is hereby incorporated
by reference.
On August 24, 2006, the Issuer entered into an Investors Agreement with Sierra Ventures. This
agreement provides for the registration of shares of the Issuers Common Stock in the event the
Issuer issues shares upon conversion of the Promissory Notes.
Other than as described in this Schedule 13D, to the best of the Reporting Persons knowledge,
there are no other contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with respect to any
securities of the Issuer.
8
Item 7. Material to Be Filed as Exhibits
Exhibit A: Agreement and Plan of Merger dated August 24, 2006 between the Issuer, Tenebril
Acquisition Sub, Inc., Tenebril Inc., and Sierra Ventures. (Incorporated by reference to Exhibit
10.127 to the Issuers Current Report on Form 8-K filed on August 24, 2006 (SEC File No.
000-33197)).
Exhibit B: Form of Promissory Note Issued to Tenebril Stockholders (Incorporated by reference to
Exhibit 10.128 to the Issuers Current Report on Form 8-K filed on August 24, 2006 (SEC File No.
000-33197)).
Exhibit C: Investors Agreement dated August 24, 2006 between the Issuer and the Investors named
therein (Incorporated by reference to Exhibit 10.129 to the Issuers Current Report on Form 8-K
filed on August 24, 2006 (SEC File No. 000-33197)).
Exhibit D: Agreement regarding filing of joint Schedule 13D.
9
SIGNATURES
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: February 26, 2007
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SIERRA VENTURES VII, L.P.
By: Sierra Ventures Associates VII, LLC, its General Partner |
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By: |
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/s/ Steven P. Williams
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2/26/2007
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Steven P. Williams, Managing Member
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Date |
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|
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|
SIERRA VENTURES ASSOCIATES VII, LLC |
|
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By: |
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/s/ Steven P. Williams
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2/26/2007
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Steven P. Williams, Managing Member
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Date |
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SIERRA VENTURES VIII-A, L.P.
By: Sierra Ventures Associates VIII, LLC, its General Partner |
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By: |
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/s/ Steven P. Williams
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2/26/2007
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Steven P. Williams, Managing Member
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Date |
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SIERRA VENTURES VIII-B, L.P.
By: Sierra Ventures Associates VIII, LLC, its General Partner |
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By: |
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/s/ Steven P. Williams
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2/26/2007
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Steven P. Williams, Managing Member
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Date |
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SIERRA VENTURES ASSOCIATES VIII, LLC |
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By: |
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/s/ Steven P. Williams
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2/26/2007
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Steven P. Williams, Managing Member
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Date |
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The original statement shall be signed by each person on whose behalf the statement is filed or
his authorized representative. If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner of the filing person), evidence
of the representatives authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
10
EXHIBIT INDEX
Exhibit A: Agreement and Plan of Merger dated August 24, 2006 between the Issuer, Tenebril
Acquisition Sub, Inc., Tenebril Inc., and Sierra Ventures. (Incorporated by reference to Exhibit
10.127 to the Issuers Current Report on Form 8-K filed on August 24, 2006 (SEC File No.
000-33197)).
Exhibit B: Form of Promissory Note Issued to Tenebril Stockholders (Incorporated by reference to
Exhibit 10.128 to the Issuers Current Report on Form 8-K filed on August 24, 2006 (SEC File No.
000-33197)).
Exhibit C: Investors Agreement dated August 24, 2006 between the Issuer and the Investors named
therein (Incorporated by reference to Exhibit 10.129 to the Issuers Current Report on Form 8-K
filed on August 24, 2006 (SEC File No. 000-33197)).
11
Exhibit D
JOINT FILING STATEMENT
I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments
thereto) relating to the common stock of Halo Technology Holdings, Inc. is filed on behalf of each
of the undersigned.
Date: February 26, 2007
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|
|
|
|
SIERRA VENTURES VII, L.P.
By: Sierra Ventures Associates VII, LLC, its General Partner |
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Steven P. Williams
|
|
2/26/2007
|
|
|
|
|
Steven P. Williams , Managing Member
|
|
Date |
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|
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|
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|
|
SIERRA VENTURES ASSOCIATES VII, LLC |
|
|
|
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|
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By: |
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/s/ Steven P. Williams
|
|
2/26/2007
|
|
|
|
|
Steven P. Williams, Managing Member
|
|
Date |
|
|
|
|
|
|
|
|
|
SIERRA VENTURES VIII-A, L.P.
By: Sierra Ventures Associates VIII, LLC, its General Partner |
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|
|
|
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|
|
By: |
|
/s/ Steven P. Williams
|
|
2/26/2007
|
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|
|
Steven P. Williams, Managing Member
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|
Date |
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|
|
SIERRA VENTURES VIII-B, L.P.
By: Sierra Ventures Associates VIII, LLC, its General Partner |
|
|
By: |
|
/s/ Steven P. Williams
|
|
2/26/2007
|
|
|
|
|
Steven P. Williams, Managing Member
|
|
Date |
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|
|
SIERRA VENTURES ASSOCIATES VIII, LLC |
|
|
|
|
|
|
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|
|
By: |
|
/s/ Steven P. Williams
|
|
2/26/2007
|
|
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|
|
Steven P. Williams, Managing Member
|
|
Date |
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12
SCHEDULE I
MANAGING MEMBERS OF
SIERRA VENTURES ASSOCIATES VII, LLC AND
SIERRA VENTURES ASSOCIATES VIII, LLC
Set forth below, with respect to each managing member of Sierra Ventures Associates VII, LLC and
Sierra Ventures Associates VIII, LLC are the following: (a) name; (b) business address; (c)
principal occupation or employment; and (d)
Peter C. Wendell
c/o Sierra Ventures
2884 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation: Making venture capital and similar
investments
Citizenship: United States of America
Jeffrey M. Drazan
c/o Sierra Ventures
2884 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation: L.P. Making venture
capital and similar investments.
Citizenship: United States of America
David C. Schwab
c/o Sierra Ventures
2884 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation: Making venture
capital and similar investments.
Citizenship: United States of America
Steven P. Williams
c/o Sierra Ventures
2884 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation: Making venture capital and
similar investments.
Citizenship: United States of America
Tim Guleri
(Managing Member of Sierra Ventures Associates VIII, LLC only)
c/o Sierra Ventures
2884 Sand Hill Road, Suite 100
Menlo Park, California, 94025
Principal Occupation: Making venture capital and similar
investments.
Citizenship: United States of America
13
SCHEDULE II
SPECIFIED STOCKHOLDERS AND PERCENTAGE OF THE ISSUERS COMMON STOCK
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|
|
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|
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Number of |
|
|
Percentage of |
|
|
|
Shares of Issuer |
|
|
Outstanding Issuer |
|
|
|
Beneficial |
|
|
Shares of Common |
|
Specified Stockholder |
|
Owned |
|
|
Stock (1) |
|
|
|
|
|
|
|
|
|
|
Sierra Ventures VIII-A, L.P. |
|
|
5,880,742 |
|
|
|
19.14 |
% |
|
|
|
|
|
|
|
|
|
Sierra Ventures VIII-B, L.P. |
|
|
57,602 |
|
|
|
0.19 |
% |
|
|
|
|
|
|
|
|
|
Sierra Ventures Associates VIII, L.L.C. |
|
|
0 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
Sierra Ventures VII, L.P. |
|
|
1,216,171 |
|
|
|
3.96 |
% |
|
|
|
|
|
|
|
|
|
Sierra Ventures Associates VII, L.L.C. |
|
|
0 |
|
|
|
0 |
% |
(1) This percentage is calculated based upon 30,723,185 shares of the Issuers common stock
outstanding (as of February 1, 2007), as set forth in the Issuers most recent 10-QSB, filed with
the Securities and Exchange Commission on February 14, 2007.
14