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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
_______________________
MARKETWATCH.COM, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
570619106
(CUSIP Number)
THOMAS J. MURPHY
C/O GENERAL ATLANTIC SERVICE CORPORATION
3 PICKWICK PLAZA
GREENWICH, CONNECTICUT 06830
TEL. NO.: (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
JANUARY 16, 2004
(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), 1(f) or 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-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
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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570619106 Page 2 of 14
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ------------------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,911,939
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,911,939
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,911,939
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14 TYPE OF REPORTING PERSON
OO
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570619106 Page 3 of 14
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 69, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ------------------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,911,939
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,911,939
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,911,939
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14 TYPE OF REPORTING PERSON
PN
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570619106 Page 4 of 14
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GapStar, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ------------------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,911,939
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,911,939
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,911,939
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14 TYPE OF REPORTING PERSON
OO
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570619106 Page 5 of 14
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment Partners II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ------------------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,911,939
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,911,939
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,911,939
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
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570619106 Page 6 of 14
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities of
MarketWatch.com, Inc. (f/k/a NMP, Inc.), a Delaware corporation (the "Company"),
to which this statement relates is the Company's Common Stock, par value $0.01
per share (the "Common Stock"). The address of the principal executive office of
the Company is 825 Battery Street, San Francisco, CA 94111.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by a group, as defined in Rule
13d-5 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended. The members of the group are General Atlantic Partners, LLC, a
Delaware limited liability company ("GAP"), General Atlantic Partners 69, L.P.,
a Delaware limited partnership ("GAP 69"), GapStar, LLC, a Delaware limited
liability company ("GapStar"), and GAP Coinvestment Partners II, L.P., a
Delaware limited partnership ("GAPCO II" and, collectively with GAP, GAP 69 and
GapStar, the "Reporting Persons"), all of which are located at 3 Pickwick Plaza,
Greenwich, Connecticut 06830. Each of the Reporting Persons is engaged in
acquiring, holding and disposing of interests in various companies for
investment purposes.
The general partner of GAP 69 is GAP. GAP is also the sole
member of GapStar. The managing members of GAP are Steven A. Denning, Peter L.
Bloom, Peter L.S. Currie, Mark F. Dzialga, Erik Engstrom, Klaus Esser, William
E. Ford, William O. Grabe, David C. Hodgson, Braden R. Kelly, Rene M. Kern, Marc
F. McMorris, Matthew Nimetz, Clifton S. Robbins, Franchon M. Smithson, Tom C.
Tinsley, Philip P. Trahanas, Florian Wendelstadt and John Wong (collectively,
the "GAP Managing Members"). The GAP Managing Members (other than certain GAP
Managing Members) are also the
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570619106 Page 7 of 14
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general partners of GAPCO II. The business address of each of the GAP Managing
Members (other than Messrs. Esser, Currie, Kelly, Tinsley, Wendelstadt and Wong)
is 3 Pickwick Plaza, Greenwich, Connecticut 06830. The business address of Mr.
Esser is Koenigsallee 62, 40212 Duesseldorf, Germany. The business address of
Mr. Wendelstadt is 83 Pall Mall, Sixth Floor, London SW1Y 5ES, United Kingdom.
The business address of Messrs. Currie and Kelly is 228 Hamilton Avenue, Palo
Alto, California 94301. The business address of Mr. Tinsley is 2401 Pennsylvania
Ave. N.W., Washington, D.C. 20037. The business address of Mr. Wong is 24
Raffles Place, 29-04 Clifford Center, Singapore 04862. Messrs. Esser, Kern and
Wendelstadt are citizens of Germany; Mr. Engstrom is a citizen of Sweden; and
Mr. Wong is a citizen of Singapore. The present principal occupation or
employment of each of the GAP Managing Members is as a managing member of GAP.
Each of the GAP Managing Members, other than Messrs. Engstrom, Esser, Kern,
Wendelstadt and Wong, is a citizen of the United States.
None of the Reporting Persons and none of the above
individuals has, during the last five years, been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in such Reporting Person or individual being subject
to a judgment, decree or final order finding any violation of federal or state
securities laws or enjoining future violations of, or prohibiting or mandating
activities subject to, such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger, dated as of July
22, 2003 and amended as of December 15, 2003 (the "Merger Agreement"), by and
among the Company, MarketWatch Media, Inc. (f/k/a MarketWatch.com, Inc.)
("MarketWatch Media"), Pinnacor Inc. ("Pinnacor"), Maple Merger Sub, Inc.
("Maple Merger Sub") and
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570619106 Page 8 of 14
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Pine Merger Sub, Inc. ("Pine Merger Sub"), Maple Merger Sub merged with and into
MarketWatch Media (the "MarketWatch Merger") and Pine Merger Sub merged with and
into Pinnacor (the "Pinnacor Merger" and together with the MarketWatch Merger,
the "Merger"). After the Merger, which closed on January 16, 2004, each of
MarketWatch Media and Pinnacor are the surviving corporations of the respective
MarketWatch Merger and Pinnacor Merger and are wholly owned subsidiaries of the
Company. GAP 69, GapStar and GAPCO II were shareholders of Pinnacor. Pursuant to
the Merger Agreement, shareholders of Pinnacor were entitled to elect to
receive, for each share of Common Stock of Pinnacor, either $2.42 in cash,
0.2659 shares of Common Stock or a combination of both. The final allocation of
the consideration issued pursuant to the Merger Agreement has not been
determined, but each of GAP 69, GapStar and GAPCO II elected to receive shares
of Common Stock and anticipates receiving 1,551,692 shares of Common Stock,
119,496 shares of Common Stock and 240,751 shares of Common Stock, respectively.
ITEM 4. PURPOSE OF TRANSACTION.
GAP 69, GapStar and GAPCO II acquired the shares of Common
Stock for investment purposes and the Reporting Persons hold shares of Common
Stock for investment purposes. From time to time the Reporting Persons may
acquire additional shares of Common Stock or dispose of some or all of the
shares of Common Stock owned by them. Pursuant to the Merger Agreement, the
Board of Directors of the Company will include two representatives previously
nominated by Pinnacor. As a result, it is anticipated that David C. Hodgson will
become a member of the Board of Directors of the Company in February 2004. None
of the Reporting Persons has any other plans which relate to or would result in
any of the items listed in paragraphs (a) through (j) of Item 4.
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570619106 Page 9 of 14
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, GAP, GAP 69, GapStar and GAPCO II
each own of record no shares of Common Stock, 1,551,692 shares of Common Stock,
119,496 shares of Common Stock and 240,751 shares of Common Stock, respectively,
or 0%, 6.6%, 0.5% and 1.0%, respectively, of the Company's issued and
outstanding shares of Common Stock.
By virtue of the fact that the GAP Managing Members are also
the general partners authorized and empowered to vote and dispose of the
securities held by GAPCO II, and that GAP is the general partner of GAP 69 and
the sole member of GapStar, the Reporting Persons may be deemed to share voting
power and the power to direct the disposition of the shares of Common Stock
which each owns of record. Accordingly, as of the date hereof, each of the
Reporting Persons may be deemed to own beneficially an aggregate of 1,911,939
shares of Common Stock or 8.1% of the Company's issued and outstanding shares
of Common Stock.
(b) Each of the Reporting Persons has the shared power to
direct the vote and the shared power to direct the disposition of the 1,911,939
shares of Common Stock that may be deemed to be owned beneficially by each of
them.
(c) Except as set forth herein, to the knowledge of the
Reporting Persons with respect to the persons named in response to paragraph
(a), none of the persons named in response to paragraph (a) has effected any
transactions in shares of Common Stock during the past 60 days.
(d) No person other than the persons listed is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any securities owned by any member of the group.
(e) Not Applicable.
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570619106 Page 10 of 14
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
THE ISSUER.
As noted above, the GAP Managing Members are authorized and
empowered to vote and dispose of the securities held by GAPCO II, and GAP is
authorized and empowered to vote and dispose of the securities held by GAP 69
and GapStar. Accordingly, GAP and the GAP Managing Members may, from time,
consult among themselves and coordinate the voting and disposition of the shares
of Common Stock as well as such other action taken on behalf of the Reporting
Persons with respect to the shares of Common Stock as they deem to be in the
collective interest of the Reporting Persons.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1: Agreement relating to the filing of
joint acquisition statements as required
by Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended.
Exhibit 2: Power of Attorney dated January 4, 2004
appointing Thomas J. Murphy Attorney-In
-Fact for GAP.
Exhibit 3: Power of Attorney dated January 4, 2004
appointing Thomas J. Murphy
Attorney-In-Fact for GAPCO II.
Exhibit 4: Agreement and Plan of Merger, dated as
of July 22, 2003, by and among the
Company, MarketWatch Media, Pinnacor,
Maple Merger Sub and Pine Merger Sub
(incorporated by reference to Exhibit
99.1, filed with MarketWatch Media's
Report on Form 8-K (File No. 000-25113)
on July 23, 2003).
Exhibit 5: Amendment No. 1 to the Agreement and
Plan of Merger, dated as of December 15,
2003, by and among the Company,
MarketWatch Media, Pinnacor, Maple
Merger Sub and Pine Merger Sub
(incorporated by reference to Exhibit
99.1, filed with MarketWatch Media's
Report on Form 8-K (File No. 000-25113)
on December 15, 2003).
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570619106 Page 11 of 14
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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.
Dated as of January 23, 2004.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
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Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 69, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
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Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAPSTAR, LLC
By: /s/ Thomas J. Murphy
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Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Thomas J. Murphy
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Name: Thomas J. Murphy
Title: Attorney-In-Fact