newcastle-newcentury13d.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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)
New
Century Equity Holdings
Corp.
(Name
of
Issuer)
Common
Stock, $.01 Par
Value
(Title
of
Class of Securities)
64353J107
(CUSIP
Number)
John
P.
Murray
Newcastle
Capital Management, L.P.
200
Crescent Court, Suite 1400
Dallas,
Texas 75201
(214)
661-7474
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
See
Item
2
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued
on following pages)
(Page
1
of 10 Pages)
1 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).
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE
PARTNERS, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
19,380,768
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
|
9
|
SOLE
DISPOSITIVE POWER
19,380,768
|
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,380,768
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE
CAPITAL MANAGEMENT, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
o(a)
o(b)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
R
EPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
19,380,768
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
|
9
|
SOLE
DISPOSITIVE POWER
19,380,768
|
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,380,768
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE
CAPITAL GROUP, L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
o(a)
o(b)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
19,380,768
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
|
9
|
SOLE
DISPOSITIVE POWER
19,380,768
|
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,380,768
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MARK
E. SCHWARZ
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
19,480,768
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
|
9
|
SOLE
DISPOSITIVE POWER
19,480,768
|
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,480,768
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN
P. MURRAY
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
o(a)
o(b)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
50,000
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
|
9
|
SOLE
DISPOSITIVE POWER
50,000
|
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
The
following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D
filed by the undersigned. This Amendment No. 2 is jointly filed by
Newcastle Partners, L.P., a Texas limited partnership (“NP”), Newcastle Capital
Management, L.P., a Texas limited partnership (“NCM”), Newcastle Capital Group,
L.L.C., a Texas limited liability company (“NCG”), Mark E. Schwarz and John P.
Murray relating to shares of common stock (the “Common Stock”) of New Century
Equity Holdings Corp., a Delaware corporation (the “Issuer”). This
Amendment No. 2 amends the Schedule 13D as specifically set forth.
Item
2 is
hereby amended to add the following:
On
June 18, 2004, Steven J. Pully was
appointed by NP, in its capacity as the sole holder of the Issuer’s then
outstanding Series A 4% Convertible Preferred Stock, to serve as a director
of
the Issuer and, accordingly, became a member of a Section 13(d) group with
the
other Reporting Persons. By virtue of his appointment as a director
of the Issuer and ongoing relationship with NP, Mr. Pully was a member
of the
Section 13(d) group. On October 8, 2007, Mr. Pully’s employment with
NCM ceased, and Mr. Pully is accordingly no longer associated with
NP. Mr. Pully was originally appointed to the board of directors of
the Issuer as a representative of NP and in the judgment of the Reporting
Persons other than Mr. Pully, he therefore could still be considered a
member of
the Section 13(d) group with NP. Mr. Pully believes that he is no
longer a member of the Section 13(d) group and has not been since the date
of
termination of his employment with NCM. Mr. Pully reaffirmed such
position in a writing dated December 18, 2007. Accordingly, this
Amendment No. 2 has been filed to indicate that Mr. Pully is no longer
a member
of the Section 13(d) group. The remaining Reporting Persons will
continue filing as a group statements on Schedule 13D with respect to their
beneficial ownership of securities of the Issuer to the extent required
by
applicable law. The Reporting Persons other than Mr. Pully own,
exclusive of options, 19,380,768 shares of Common Stock, representing 36.0%
of
the issued and outstanding shares of Common Stock, and Mr. Pully did not
own any
shares. Accordingly, this Amendment No. 2 does not affect in any
material respect the ownership interests in the Issuer of the remaining
Reporting Persons.
The
business address of each of NP,
NCM, NCG and Messrs. Schwarz and Murray is 200 Crescent Court, Suite 1400,
Dallas, Texas 75201.
Items
5(a)-(b) are hereby amended and restated as follows:
(a)
The aggregate percentage of shares of Common Stock reported to be owned
by the
Reporting Persons is based upon 53,883,872 shares outstanding, which is
the
total number of shares of Common Stock outstanding as reported in the Issuer’s
Quarterly Report on Form 10-Q for the period ended September 30, 2007.
As
of the
filing date of this Statement, NP beneficially owned 19,380,768 shares
of Common
Stock, representing approximately 36.0% of the issued and outstanding Common
Stock of the Issuer.
NCM,
as
the general partner of NP, may also be deemed to beneficially own the 19,380,768
shares of Common Stock beneficially owned by NP.
NCG,
as
the general partner of NCM, which in turn is the general partner of NP, may
also
be deemed to beneficially own the 19,380,768 shares of Common Stock beneficially
owned by NP.
Mr.
Schwarz, as the managing member of NCG, the general partner of NCM, which
in
turn is the general partner of NP, may also be deemed to beneficially own
the
19,380,768 shares of Common Stock beneficially owned by NP. Mr.
Schwarz also beneficially owns an additional 100,000 shares of Common Stock
issuable upon the exercise of options granted to Mr. Schwarz in his capacity
as
a director of the Issuer, which, together with the 19,380,768 shares of Common
Stock beneficially owned by NP, represents approximately 36.1% of the issued
and
outstanding Common Stock of the Issuer.
Mr.
Murray beneficially owns 50,000 shares that are issuable upon exercise of
options within 60 days of the date hereof. Mr. Murray was awarded
these options in his capacity as an officer of the Issuer.
(b)
By virtue of his position with NP, NCM and NCG, Mr. Schwarz has the sole
power
to vote and dispose of the shares of Common Stock beneficially owned by NP
reported in this Statement. Messrs. Schwarz and Murray each has the sole
power
to vote and dispose of the shares of Common Stock reported as beneficially
owned
by each of them in this Statement.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated:
December 20, 2007
|
NEWCASTLE
PARTNERS, L.P. |
|
|
|
|
By:
|
Newcastle
Capital Management, L.P.,
|
|
|
its
General Partner
|
|
|
|
|
By:
|
Newcastle
Capital Group, L.L.C.,
|
|
|
its
General Partner
|
|
|
|
|
By:
|
/s/
Mark E.
Schwarz
|
|
|
Mark
E. Schwarz, Managing Member
|
|
|
|
|
|
|
|
NEWCASTLE
CAPITAL MANAGEMENT, L.P. |
|
|
|
|
By:
|
Newcastle
Capital Group, L.L.C.,
|
|
|
its
General Partner
|
|
|
|
|
By:
|
/s/
Mark E.
Schwarz
|
|
|
Mark
E. Schwarz, Managing Member
|
|
|
|
|
NEWCASTLE
CAPITAL GROUP, L.L.C. |
|
|
|
|
|
|
|
By:
|
/s/
Mark E.
Schwarz
|
|
|
Mark
E. Schwarz, Managing Member
|
|
|
|
|
|
|
|
/s/
Mark E.
Schwarz
|
|
MARK
E. SCHWARZ |
|
|
|
|
/s/
Steven J.
Pully
|
|
STEVEN
J. PULLY |
|
|
|
|
|
|
/s/
John P.
Murray
|
|
JOHN
P. MURRAY |