SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
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BREAKAWAY SOLUTIONS, INC.
(Name of Issuer)
Common Stock, Par Value $.000125 Per Share
(Title of Class of Securities)
105372 10 5
(CUSIP number)
Henry N. Nassau, Esq.
Managing Director and General Counsel
Internet Capital Group, Inc.
The 600 Building
435 Devon Park Drive
Wayne, PA 19087
(610) 989-0111
(Name, address and telephone number of
Person Authorized to Receive Notices
and Communications)
Copy to:
Christopher G. Karras, Esq.
Dechert
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
April 5, 2000
(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), 13d-1(f) or 13d-1(g), check the following
box [_]
CUSIP No. 105372 10 5
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1) Name of Reporting Person Internet Capital Group, Inc.
SS. Or I.R.S. Identification 23-2996071
No. of Above Person
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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, 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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Number of Shares 7) Sole Voting
Beneficially Owned By Power 15,562,674
Reporting Person With ----------------------------
8) Shared Voting
Power 0
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9) Sole Dispositive
Power 15,562,674
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10) Shared Dispositive
Power 0
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 15,562,674
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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) 44.3%
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14) Type of Reporting Person CO
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the purchase of Common
Stock, par value $.000125 per share (the "Common Stock"), of Breakaway
Solutions, Inc. (the "Issuer"), whose principal executive office is located at
50 Rowes Wharf, 6th Floor, Boston, MA 02110. The Common Stock is currently
traded on the NASDAQ under the symbol "BWAY."
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the filing person is Internet Capital Group, Inc.,
a Delaware corporation ("ICG"). The name, address, present principal occupation
or employment and, if applicable, the name, principal business and address of
any corporation or other organization in which such employment is conducted, of
the directors and executive officers of ICG (collectively, the "Directors and
Executive Officers") is set forth in Appendix I hereto, which is incorporated
herein by reference.
(b)-(c) The address of the principal office and principal place of
business of ICG is The 600 Building, 435 Devon Park Drive, Wayne, PA 19087. ICG
is an Internet company actively engaged in business to business e-commerce
through a network of partner companies.
(d) During the past five years, none of ICG or the Directors and
Executive Officers have been convicted in a criminal proceeding.
(e) During the past five years, none of ICG or the Directors and
Executive Officers have 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) Each of the Directors and Executive Officers is a United States
citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 5, 2000, ICG used its working capital and unissued shares of
ICG common stock to purchase in a private transaction 1,600,000 shares of Common
Stock for aggregate consideration consisting of 323,509 shares of ICG common
stock and $39,270,000 in cash. The balance of the Common Stock held by ICG was
the subject of a report on Schedule 13G filed with the Securities and Exchange
Commission on February 14, 2000.
ITEM 4. PURPOSE OF TRANSACTION
ICG has acquired the Common Stock as part of its operating strategy to
integrate ICG's partner companies into a collaborative network that leverages
its collective knowledge and resources. ICG intends to review, from time to
time, its interest in the Issuer on the basis of various factors, including but
not limited to the Issuer's business, financial condition, results of operations
and prospects, synergies with other partner companies and integration in the
network, general economic and industry conditions, as well as other developments
and other acquisition
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opportunities. Based upon those considerations, ICG may seek to acquire
additional shares of Common Stock on the open market or in privately negotiated
transactions, or to dispose of all or a portion of the Common Stock.
Except as set forth above, ICG and the Directors and Executive
Officers have not formulated any plans or proposals of the types referred to in
clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) ICG may be deemed to be the beneficial owner with the sole
power to vote and dispose of a total of 15,562,674 shares of Common Stock (or
44.3% of the outstanding Common Stock).
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among ICG, the Directors or Executive Officers, or among
any of such persons and any other person, with respect to any securities of the
Issuer, including but not limited to transfer or voting of any securities of the
Issuer, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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Signature
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 26, 2001 INTERNET CAPITAL GROUP, INC.
By: /s/ Henry N. Nassau
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Name: Henry N. Nassau
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Title: Managing Director, General Counsel
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and Secretary
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APPENDIX I
ICG Directors
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Name Principal Occupation Address
--------------------------------- ---------------------------------- ----------------------------------
Robert E. Keith, Jr. President and Chief Executive TL Ventures
Officer, TL Ventures The 700 Building
435 Devon Park Drive
Wayne, PA 19087
(early stage venture capital firm)
Julian A. Brodsky Vice Chairman and Director, Comcast Corporation
Comcast Corporation 1500 Market Street
Philadelphia, PA 19102
(cable, content and commerce
provider)
Walter W. Buckley, III President and Chief Executive Internet Capital Group, Inc.
Officer, Internet Capital The 600 Building
Group, Inc. 435 Devon Park Drive
Wayne, PA 19087
Kenneth A. Fox Managing Director, West Coast Internet Capital Group, Inc.
Operations, Internet Capital The 600 Building
Group, Inc. 435 Devon Park Drive
Wayne, PA 19087
Thomas P. Gerrity Professor, Wharton School of the The Wharton School
University of Pennsylvania University of Pennsylvania
Suite 2000 Steinberg Hall -
Dietrich Hall
Philadelphia, PA 19104-6370
Warren V. Musser Chairman and CEO, Safeguard Safeguard Scientifics, Inc.
Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
(develops and operates internet
infrastructure companies)
Peter A. Solvik Senior Vice President and Chief Cisco Systems, Inc.
Information Officer, Cisco 170 West Tasman Drive
Systems, Inc. San Jose, CA 95134-1619
(provides hardware and software
used in internet networking)
ICG Executive Officers
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Name Principal Occupation Address
--------------------------------- ---------------------------------- ----------------------------------
Walter W. Buckley, III President, Chief Executive Officer Internet Capital Group, Inc.
The 600 Building
435 Devon Park Drive
Wayne, PA 19087
Douglas A. Alexander Managing Director, East Coast Internet Capital Group, Inc.
Operations The 600 Building
435 Devon Park Drive
Wayne, PA 19087
Kenneth A. Fox Managing Director, West Coast Internet Capital Group, Inc.
Operations The 600 Building
435 Devon Park Drive
Wayne, PA 19087
David D. Gathman Chief Financial Officer and Internet Capital Group, Inc.
Treasurer The 600 Building
435 Devon Park Drive
Wayne, PA 19087
Henry N. Nassau Managing Director, General Internet Capital Group, Inc.
Counsel and Secretary The 600 Building
435 Devon Park Drive
Wayne, PA 19087
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