UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ePresence, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
06698104
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(CUSIP Number)
David J. Schwartz, Esq. Martha D. Vorlicek
Debevoise & Plimpton LLP HarbourVest Partners, LLC
919 Third Avenue One Financial Center
New York, NY 10022 Boston, MA 02111
(212) 909-6000 (617) 348-3707
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
March 25, 2004
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(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 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 12
(1) Names of Reporting Persons HarbourVest Partners, LLC
I.R.S. Identification I.R.S. No. 04-3335829
Nos. of Above Persons (entities only)
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(2) Check the Appropriate Box (a)
if a Member of a Group (b)
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(3) SEC Use Only
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(4) Source of Funds 00
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(5) Check 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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Number of Shares (7) Sole Voting Power
Beneficially
Owned 3,947,380
by Each ---------------------------------------------------
Reporting (8) Shared Voting Power
Person With
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(9) Sole Dispositive Power
3,947,380
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,947,380
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(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
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(13) Percent of Class Represented
by Amount in Row 11 16.4%
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(14) Type of Reporting Person IA
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Page 2 of 12
(1) Names of Reporting Persons D. Brooks Zug
I.R.S. Identification
Nos. of Above Persons (entities only)
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(2) Check the Appropriate Box (a)
if a Member of a Group (b)
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(3) SEC Use Only
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(4) Source of Funds 00
--------------------------------------------------------------------------------
(5) Check 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 USA
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Number of Shares (7) Sole Voting Power
Beneficially
Owned ---------------------------------------------------
by Each (8) Shared Voting Power
Reporting 3,947,380
Person With ---------------------------------------------------
(9) Sole Dispositive Power
---------------------------------------------------
(10) Shared Dispositive Power
3,947,380
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,947,380
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 16.4%
--------------------------------------------------------------------------------
(14) Type of Reporting Person IN
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Page 3 of 12
(1) Names of Reporting Persons Edward W. Kane
I.R.S. Identification
Nos. of Above Persons (entities only)
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(2) Check the Appropriate Box (a)
if a Member of a Group (b)
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(3) SEC Use Only
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(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.
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Number of Shares (7) Sole Voting Power
Beneficially
Owned ---------------------------------------------------
by Each (8) Shared Voting Power
Reporting 3,947,380
Person With ---------------------------------------------------
(9) Sole Dispositive Power
---------------------------------------------------
(10) Shared Dispositive Power
3,947,380
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,947,380
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 16.4%
--------------------------------------------------------------------------------
(14) Type of Reporting Person IN
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Page 4 of 12
(1) Names of Reporting Persons HVP V-Direct Associates LLC
I.R.S. Identification I.R.S. No. 04-3349950
Nos. of Above Persons (entities only)
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(2) Check the Appropriate Box (a)
if a Member of a Group (b)
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(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
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Number of Shares (7) Sole Voting Power
Beneficially
Owned ---------------------------------------------------
by Each (8) Shared Voting Power
Reporting 3,947,380
Person With ---------------------------------------------------
(9) Sole Dispositive Power
---------------------------------------------------
(10) Shared Dispositive Power
3,947,380
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,947,380
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 16.4%
--------------------------------------------------------------------------------
(14) Type of Reporting Person 00
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Page 5 of 12
(1) Names of Reporting Persons HarbourVest Partners V-Direct
I.R.S. Identification Fund L.P.
Nos. of Above Persons (entities only) I.R.S. No. 04-3349952
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(2) Check the Appropriate Box (a)
if a Member of a Group (b)
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(3) SEC Use Only
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(4) Source of Funds WC
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(5) Check 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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Number of Shares (7) Sole Voting Power
Beneficially
Owned ---------------------------------------------------
by Each (8) Shared Voting Power
Reporting 3,947,380
Person With ---------------------------------------------------
(9) Sole Dispositive Power
---------------------------------------------------
(10) Shared Dispositive Power
3,947,380
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,947,380
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 16.4%
--------------------------------------------------------------------------------
(14) Type of Reporting Person PN
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Page 6 of 12
CONTINUATION PAGES TO SCHEDULE 13D, AMENDMENT NO. 1
This Amendment No. 1 to Schedule 13D, is filed by HarbourVest Partners,
LLC ("HarbourVest"), D. Brooks Zug ("Zug"), Edward W. Kane ("Kane"), HVP
V-Direct Associates LLC ("Associates V"), and HarbourVest Partners V-Direct Fund
L.P. ("Fund V") (together the "Reporting Persons") to amend the Schedule 13D,
relating to the Common Stock, par value $.01 of ePresence, Inc., a Massachusetts
corporation (the "Issuer") originally filed by the Reporting Persons on November
3, 2003. Items 3, 4, 5, 6 and 7 are hereby amended, restated and supplemented.
Unless otherwise indicated, all capitalized terms shall have the same meaning as
provided in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to an Agreement and Plan of Merger, dated as of March 25, 2004
(the "Merger Agreement"), by and among Infospace, a Delaware corporation
("InfoSpace"), Switchboard Incorporated, a Delaware corporation ("Switchboard")
and Big Book Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of InfoSpace ("Merger Sub"), and subject to the conditions set forth
therein (including approval by stockholders of Switchboard), Merger Sub will
merge with and into Switchboard (the "Merger") with Switchboard as the surviving
corporation of the Merger (the "Surviving Corporation"), and Switchboard will
become a wholly owned subsidiary of InfoSpace.
As a condition and inducement for InfoSpace to enter into the Merger
Agreement and in consideration thereof, on March 25, 2004 Issuer entered into a
voting agreement with InfoSpace and Switchboard (the "Majority Stockholder
Voting Agreement"), whereby Issuer agreed, subject to receiving the approval of
its stockholders, to vote all of the shares of Switchboard Common Stock
beneficially owned by Issuer at any Switchboard stockholders meeting (i) in
favor of adoption of the Merger Agreement, approval of the Merger and any action
in furtherance thereof and (ii) against approval of any proposal made in
opposition to, or in competition with, consummation of the Merger and the
transactions contemplated by the Merger Agreement. Issuer granted the directors
of InfoSpace an irrevocable proxy to vote its shares of Issuer's Common Stock
subject to the Majority Stockholder Voting Agreement as described above,
provided that such shares may not be so voted until Issuer receives approval of
its stockholders of the disposition of its shares of Switchboard Common Stock in
the Merger.
Further, as a condition and inducement to enter into the Merger Agreement
and in consideration thereof, on March 25, 2004 Fund V entered into a voting
agreement with InfoSpace, Switchboard and Issuer (the "ePresence Voting
Agreement") whereby Fund V agreed to vote or to cause to be voted all of the
shares of Issuer's Common Stock owned of record or beneficially by Fund V (a) in
favor of approval of the Stockholder Voting Proposal (as defined in the
ePresence Voting Agreement) and any action in furtherance thereof and (ii)
against approval of any proposal made in opposition to, or in competition with
the Stockholder Voting Proposal or consummation of the Merger and the
transactions contemplated by the Merger Agreement. Fund V granted the directors
of
Page 7 of 12
InfoSpace an irrevocable proxy to vote its shares of Issuer's Common Stock
subject to the ePresence Voting Agreement as described above.
In addition, as a condition and inducement for InfoSpace to enter into the
Merger Agreement and in consideration thereof, InfoSpace and Switchboard entered
into individual voting agreements (the "Switchboard Voting Agreement") with
certain stockholders of Switchboard (the "Switchboard Stockholders"). On March
25, 2004, Robert M. Wadsworth ("Wadsworth"), a member and Managing Director of
HarbourVest, a director of Issuer and the holder of 140,000 options that are
exercisable or will become exercisable within 60 days to purchase 140,000 shares
of common stock, $0.01 par value per share, of Switchboard, entered into a
Switchboard Voting Agreement, whereby he agreed to vote all of the shares of
Switchboard Common Stock owned of record or beneficially by him at any
Switchboard stockholders meeting (i) in favor of adoption of the Merger
Agreement, approval of the Merger and any action in furtherance thereof and (ii)
against approval of any proposal made in opposition to, or in competition with,
consummation of the Merger and the transactions contemplated by the Merger
Agreement. Wadsworth granted the directors of InfoSpace an irrevocable proxy to
vote his shares of Switchboard Common Stock subject to the Switchboard Voting
Agreement as described above.
Fund V was not paid any consideration in connection with the execution and
delivery of the ePresence Voting Agreement.
Wadsworth was not paid any consideration in connection with the execution
and delivery of the Switchboard Voting Agreement.
All references to the Merger Agreement, the Majority Stockholder Voting
Agreement, the ePresence Voting Agreement and the Switchboard Voting Agreement
and any terms referred to therein in this Schedule 13D are qualified in their
entirety by reference to such agreements, the full text of which are filed as
Exhibits 5, 6, 7 and 8 hereto, respectively, and are incorporated herein by
reference.
Item 4. Purpose of Transaction.
As described in Item 3 above, this statement relates to the proposed
Merger of Merger Sub with and into Switchboard in a statutory merger pursuant to
the applicable provisions of Delaware law. At the time of the Merger (the
"Effective Time"), Merger Sub will cease and Switchboard will continue as the
Surviving Corporation and as a wholly-owned subsidiary of InfoSpace. Each holder
of outstanding common stock of Switchboard, par value $0.01 per share
("Switchboard Common Stock"), will receive, in exchange for each share of
Switchboard Common Stock held by such holder, $7.75 in cash. The Merger is
subject to various conditions, including the approval of the Merger and the
Merger Agreements by the stockholders of Switchboard.
Pursuant to the ePresence Voting Agreement, Fund V agreed to vote or to
cause to be voted all of the shares of Issuer's Common Stock owned of record or
beneficially by Fund V (a) in favor of approval of the Stockholder Voting
Proposal (as
Page 8 of 12
defined in the ePresence Voting Agreement) and any action in furtherance thereof
and (ii) against approval of any proposal made in opposition to, or in
competition with the ePresence Voting Agreement or consummation of the Merger
and the transactions contemplated by the Merger Agreement. The ePresence Voting
Agreement terminates upon the earlier to occur of (i) the date upon which the
Majority Stockholder Voting Agreement is terminated and (ii) the Effective time.
The purpose of the transactions under the ePresence Voting Agreement is to
enable InfoSpace and Switchboard to consummate the transactions contemplated
under the Merger Agreement.
All references to the Merger Agreement, the Majority Stockholder Voting
Agreement, the ePresence Voting Agreement and the Switchboard Voting Agreement
and any terms referred to therein in this Schedule 13D are qualified in their
entirety by reference to such agreements, the full text of which are filed as
Exhibits 5, 6, 7 and 8 hereto, respectively, and are incorporated herein by
reference.
Except as described herein, none of the Reporting Persons has any present
plans or proposals that relate to or would result in any of the actions
described in Item 4(a) through (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) HarbourVest, as the result of its position as the sole managing member
of Associates V, Zug and Kane, as the result of their positions as managing
members of HarbourVest, Associates V, as the result of its position as the sole
general partner of Fund V, and Fund V, as record and ultimate owner, may each be
deemed to beneficially own an aggregate of 3,947,380 shares of Common Stock, or
16.4% of the Common Stock currently outstanding (based on 22,816,470 shares of
common stock outstanding as of March 5, 2004, as reported by the Issuer in Form
10-Q filed with the Securities and Exchange Commission on March 30, 2004), as a
result of their beneficial ownership of:
(i) 2,631,580 shares of Common Stock directly owned by Fund V; and
(ii) 1,315,800 shares of Common Stock, assuming exercise of 657,900
non-voting Common Stock Purchase Warrants with an exercise price per share of
$5.00 and 657,900 non-voting Common Stock Purchase Warrants with an exercise
price per share of $4.50, directly owned by Fund V.
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.
Wadsworth holds 77,000 currently exercisable non-qualified fully
vested stock options to purchase 77,000 shares of Issuer's Common Stock. If
Wadsworth were to exercise all of the currently exercisable stock options held
by him, his ownership percentage based on the number of shares of Issuer's
Common Stock currently outstanding would be 0.34%. Such options and the
underlying securities are not included
Page 9 of 12
in the number of shares owned by the Reporting Persons or in the calculation of
their ownership percentage. Wadsworth disclaims beneficial ownership over all
securities beneficially owned by the Reporting Persons, except to the extent of
his pecuniary interest therein.
(b) HarbourVest, as the result of its position as the sole managing member
of Associates V, 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) 2,631,580 shares of Common Stock directly owned by Fund V; and
(ii) 1,315,800 shares of Common Stock, assuming exercise of 657,900
non-voting Common Stock Purchase Warrants with an exercise price per share of
$5.00 and 657,900 non-voting Common Stock Purchase Warrants with an exercise
price per share of $4.50, directly owned by Fund V.
Kane and Zug, as the result of their position as managing members of
HarbourVest, Associates V, as the sole general partner of Fund V, and Fund V, as
record and ultimate owner, may be deemed to share power to vote or direct the
vote of and to dispose of or to direct the disposition of:
(i) 2,631,580 shares of Common Stock directly owned by Fund V; and
(ii) 1,315,800 shares of Common Stock, assuming exercise of 657,900
non-voting Common Stock Purchase Warrants with an exercise price per share of
$5.00 and 657,900 non-voting Common Stock Purchase Warrants with an exercise
price per share of $4.50, directly owned by Fund V.
(c) On March 25, 2004, Fund V entered into the ePresence Voting Agreement
with Purchaser. See Items 3 and 4 above.
(d) Wadsworth has agreed that the proceeds of the exercise of any options
held by him will be remitted to HarbourVest.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
Except as described in this Schedule 13D, none of Reporting Persons
has any contracts, arrangements, understandings or relationships (legal or
otherwise) with each other or with any person with respect to any securities of
the Issuer, including but not limited to the transfer of any shares of Common
Stock, finder's fees, joint ventures, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Page 10 of 12
Item 7. Material to be Filed as Exhibits
Exhibit 4. Joint Filing Agreement, dated April 22, 2004.
Exhibit 5. Agreement and Plan of Merger, dated as of March 25,
2004, by and among InfoSpace, Inc., Switchboard and Big
Book Acquisition Corp. (incorporated herein by reference to
Exhibit 99.1 to Schedule 13D filed on April 6, 2004 with
the Securities and Exchange Commission (the "SEC") by
ePresence, relating to the common stock of Switchboard (the
"April 6, 2004 ePresence 13D").
Exhibit 6. Form of Majority Stock Voting Agreement, dated March 25, 2004
(incorporated herein by reference to Exhibit 99.2 to the
April 6, 2004 ePresence 13D.)
Exhibit 7. Form of ePresence Voting Agreement, dated as of March
25, 2004, among InfoSpace, Fund V, and Switchboard
(incorporated herein by reference to Exhibit 99.4 to the
April 6, 2004 ePresence 13D).
Exhibit 8. Form of Switchboard Voting Agreement, dated March 25,
2004, by and among Infospace, Switchboard and certain
Switchboard stockholders (incorporated herein by reference
to Exhibit 99.3 to the April 6, 2004 ePresence 13D.)
Page 11 of 12
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: April 22, 2004
HARBOURVEST PARTNERS, LLC
By: /s/ Martha D. Vorlicek
-----------------------------------
Name: Martha D. Vorlicek
Title: Member
/s/ Edward W. Kane
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Edward W. Kane
/s/ D. Brooks Zug
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D. Brooks Zug
HVP V-DIRECT ASSOCIATES LLC
By: HARBOURVEST PARTNERS, LLC
Its Managing Member
By: /s/ Martha D. Vorlicek
------------------------------------
Name: Martha D. Vorlicek
Title: Member
HARBOURVEST PARTNERS V-DIRECT FUND L.P.
By: HVP V-DIRECT ASSOCIATES LLC
Its General Partner
By: HARBOURVEST PARTNERS, LLC
Its Managing Member
By: /s/ Martha D. Vorlicek
------------------------------------
Name: Martha D. Vorlicek
Title: Member
Page 12 of 12