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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
BREAKAWAY SOLUTIONS, INC.
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(NAME OF ISSUER)
COMMON STOCK, $0.000125 PAR VALUE PER SHARE
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(TITLE OF CLASS OF SECURITIES)
105372 10 5
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(CUSIP NUMBER)
CHARLES C. FREYER, ESQUIRE
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GENERAL COUNSEL
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SCP PRIVATE EQUITY PARTNERS II, L.P.
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435 DEVON PARK DRIVE, BUILDING 300
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WAYNE, PA 19087
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610-254-4242
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(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
COPY TO: SPENCER W. FRANCK, JR.
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SAUL EWING LLP
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CENTRE SQUARE WEST
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1500 MARKET STREET, 38TH FLOOR
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PHILADELPHIA, PA 19102-2186
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215-972-1955
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FEBRUARY 16, 2001
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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 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
[ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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 the
disclosures provided in a prior cover page.
The information required in 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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CUSIP No. 105372 10 5 Page 1 of 11 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCP Private Equity Partners II, L.P.
23-3037972
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
6,491,631
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
6,491,631
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,491,631
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 105372 10 5 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCP Private Equity II, LLC
23-3047235
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
6,491,631
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
6,491,631
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,491,631
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 105372 10 5 Page 3 of 11 Pages
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Item 1. Security and Issuer
This Statement on Schedule 13D relates to Common Stock, par value
$.000125 per share, issuable pursuant to Warrants of Breakaway Solutions, Inc.
(the "Issuer"), whose principal executive office is located at 3 Clock Tower
Place, 4th Floor, Maynard, MA 02110. The Common Stock is currently traded on the
NASDAQ under the symbol "BWAY."
Item 2. Identity and Background
(a)-(c) This Schedule 13D is filed jointly on behalf of SCP Private Equity
Partners II, L.P. ("SCP L.P.") and SCP Private Equity II, LLC ("SCP LLC")
(collectively, the "Reporting Persons"). SCP L.P. is a private investment fund.
SCP LLC's principal business is to serve as the manager of the General Partner
of SCP L.P. (SCP Private Equity II General Partner, L.P. - the "General
Partner") with respect to the operation and management of SCP L.P. Pursuant to
a management agreement, SCP LLC exercises voting and investment powers on behalf
of SCP L.P.
The General Partner and the Reporting Persons are organized under the
laws of the State of Delaware. The principal business of the General Partner is
to serve as the general partner of SCP L.P.
The address of the principal office and principal place of business of
the General Partner and both of the Reporting Persons is 435 Devon Park Drive,
Building 300, Wayne, PA 19087.
The members of SCP LLC (collectively the "Members" and each a "Member"),
and certain information with respect to the Members are set forth in Appendix I
hereto, which is incorporated herein by reference.
(d) During the past five years, neither the General Partner, nor either
Reporting Person, nor, to the best of each Reporting Person's knowledge, any
Member has been convicted in a criminal proceeding.
(e) During the past five years, neither the General Partner nor either
Reporting Person, nor, to the best of each Reporting Person's knowledge, any
Member 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) Each of the natural persons named as a Member in Appendix I is a United
States citizen.
CUSIP No. 105372 10 5 Page 4 of 11 Pages
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Item 3. Source and Amount of Funds or Other Consideration
On February 16, 2001, SCP L.P. and ICG Holdings, Inc. ("ICG Holdings")
entered into agreements for secured debt financing (the "Debt Financing")
pursuant to which: (i) ICG Holdings amended a loan and security agreement it had
entered into with the Issuer on January 19, 2001 (the "Original Loan and
Security Agreement") to provide an increase in the amounts available thereunder
to $10 million and (ii) SCP L.P. entered into a loan and security agreement with
the Issuer whereby SCP L.P. agreed to provide the Issuer with up to $10 million
in loans. SCP L.P. and ICG Holdings also agreed that all lending of new money to
the Issuer under the Debt Financing would be on the basis of $2 by SCP L.P. to
every $1 by ICG Holdings. As part of the transactions contemplated by the Debt
Financing, ICG Holdings surrendered 6,491,631 Warrants that it received pursuant
to the terms of the Original Loan and Security Agreement, which were then
reissued to SCP L.P. ("the SCP Warrants") and constitute the securities reported
herein. SCP L.P. has and will use its working capital to fund the loan
installments to the Issuer and will use its working capital to purchase the
Common Stock under the SCP Warrants.
Item 4. Purpose of Transaction
SCP L.P. acquired the SCP Warrants as partial consideration for the Debt
Financing described in Item 3.
On February 16, 2001, SCP L.P. entered into the Series A Preferred Stock
Purchase Agreement (the "Purchase Agreement") with the Issuer and ICG Holdings,
which is attached hereto as Exhibit 2 and the terms of which are incorporated
herein by reference. Under the Purchase Agreement, the Issuer agreed to issue to
SCP L.P. and ICG Holdings (i) an aggregate of up to 428,572 shares of Series A
Preferred Stock of the Issuer, par value $0.001 per share (the "Series A
Preferred"), and dividends thereon at a rate of 8.0% per annum, payable at the
discretion of the Issuer in cash or Series A Preferred, at a per share price of
$70.00 and (ii) Warrants to purchase an aggregate of up to 42,857,149 shares of
the Issuer's Common Stock at a per share exercise price of $0.70 (the "Series A
Warrants"). At the closing of the transactions contemplated by the Purchase
Agreement (the "Closing"), the amount of outstanding indebtedness of the Issuer
under the Debt Financing to the Issuer , plus accrued interest, will be applied
to the purchase price of the Series A Preferred to be purchased by SCP L.P. and
ICG Holdings.
There are various conditions to the Closing:
o Under the Purchase Agreement, it is a condition of the Closing that
the number of members of the Board of Directors be increased to
seven and that two of such directors shall have been designated by
SCP L.P. and that one additional director shall have been designated
by SCP L.P. and ICG Holdings. The form of Investor Rights Agreement,
by and between the Issuer, SCP L.P. and ICG Holdings (the "Investor
Rights Agreement"), which is Exhibit D to the Purchase Agreement
(the terms of which are incorporated herein by reference) also
requires that for so long as SCP L.P. holds at least 50% of the
shares of the Series A Preferred originally issued to SCP L.P.
pursuant to the
CUSIP No. 105372 10 5 Page 5 of 11 Pages
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Purchase Agreement, the Board of Directors of the Issuer will
consist of seven members and the Issuer must use its best efforts to
(i) maintain a seven member Board of Directors, (ii) reserve two
seats on the Board of Directors for members selected by SCP L.P. (in
separate classes) and (iii) reserve one seat on the Board of
Directors for a member selected by ICG Holdings and SCP L.P. (in a
class different from the classes containing the two directors
selected by SCP). Execution and delivery of the Investor Rights
Agreement is also a condition to the Closing.
o The Amended Charter must be amended to increase the number of
authorized Common Stock from 80,000,000 to 245,000,000 to
accommodate the shares of Common Stock issuable upon conversion of
the Series A Preferred and upon exercise of the Series A Warrants
issuable to SCP L.P. and ICG Holdings.
o The Certificate of Designation for the Series A Preferred (the
"Certificate"), in the form of Exhibit A to the Purchase Agreement,
which is filed as an exhibit to this Schedule 13D (the terms of
which are incorporated herein by reference), must be filed with the
Secretary of State of the State of Delaware. The Certificate would
grant the Series A Preferred certain voting rights in the event that
the Issuer liquidates, reorganizes or engages in similar change of
control transactions. The Certificate provides that subject to the
rights of any series of Preferred Stock (as defined in the
Certificate) which may come into existence after the time of the
Certificate, for so long as at least 10% of the Series A Preferred
issued before such time remains outstanding (subject to adjustment
for any stock split, reverse stock split or other similar event
affecting the Series A Preferred), in addition to any other vote or
consent required in the Certificate or by law, the vote of the
holders of at least a majority of the outstanding Series A Preferred
shall be necessary for effecting or validating the following
actions: (i) amending, altering, or repealing any provision of the
Certificate of Incorporation of the Issuer (including the
Certificate and any other certificate of designation) or the Bylaws
of the Issuer, that alters or changes or adversely affects the
voting or other powers, preferences, or other special rights or
privileges, or restrictions of the Series A Preferred; (ii)
reclassifying or recapitalizing any outstanding shares of securities
of the Issuer into shares having rights, preferences or privileges
senior to or on a parity with the Series A Preferred; (iii)
authorizing or issuing of any other stock having rights, preferences
or privileges senior to or on a parity with the Series A Preferred;
(iv) reorganizing, merging or consolidating with or into any
corporation if such reorganization, merger or consolidation would
result in the stockholders of the Issuer immediately prior to such
reorganization, merger or consolidation holding less than a majority
of the voting power of the stock of the surviving corporation
immediately after such reorganization, merger or consolidation; (v)
selling, leasing, conveyancing or making any other disposition of,
or encumbrance of, all or substantially all the Issuer's assets in a
single transaction or series of related transactions; (vi)
CUSIP No. 105372 10 5 Page 6 of 11 Pages
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liquidating, dissolving or winding-up the operations of the Issuer;
(vii) amending of the Certificate of Incorporation of the Issuer, as
amended, to increase the number of shares of authorized Common Stock
or Preferred Stock (as defined in the Certificate); (viii) the
Issuer's redeeming, purchasing or otherwise acquiring, either
directly or indirectly, of any of the Issuer's capital stock or
other equity securities (including any securities directly or
indirectly convertible into or exchangeable or exercisable for such
securities) excluding redemptions, repurchases or other
reacquisitions at cost with respect to shares issued in accordance
with plans or agreements approved by the Board of Directors from
current or former employees, consultants, advisors or directors upon
or in connection with their death, disability or termination of
employment with the Issuer and excluding the Series A Preferred
redeemed pursuant to Section (e) of the Certificate; (ix)
authorizing, declaring or paying any dividend (other than a stock
dividend paid pro rata to the Issuer's stockholders) on any shares
of Common Stock or Preferred Stock (as defined in the Certificate),
other than the Series A Preferred; (x) increasing or decreasing the
number of authorized shares of Series A Preferred; or (xi) issuing,
reserving or authorizing shares of Common Stock or any right or
option to purchase Common Stock or other security convertible into
Common Stock to employees, consultants or directors in an amount
which would result in total options outstanding at any time
exceeding 15% of the total number of shares, warrants and options
issued and outstanding immediately after the Series A Original Issue
Date (as defined in the Certificate) as adjusted for any stock
dividends, combinations or splits with respect to such shares.
o Other conditions to Closing include execution of various voting
agreements. These agreements include the Investor Voting Agreement
dated February 16, 2001 by and among SCP L.P. and ICG Holdings (the
"Investor Voting Agreement"), the Executive and Director Voting
Agreement (the "Executive and Director Voting Agreement") by and
among certain executives and directors of the Issuer who hold shares
of Issuer Common Stock, the Key Holder Voting Agreement made and
entered into by Frank Selldorff, Jr. (the "Key Holder") for the
benefit of SCP L.P. and ICG Holdings (the "Key Holder Voting
Agreement"). Forms of these agreements are attached to the Purchase
Agreement as Exhibits E through G, respectively, and the terms of
such agreements are incorporated herein by reference.
Under the Investor Voting Agreement, ICG Holdings agreed to vote all of
its shares in favor of certain proposals related to the purchase of the
securities under the Purchase Agreement and certain other matters (the "Series A
Proposals"), which are to be voted on by the stockholders of the Issuer at the
Issuer's upcoming annual meeting (the "Annual Meeting"). The parties also agreed
to vote, on all matters relating to the election of directors of the Issuer, all
of their shares so as to elect members of the Board of Directors as follows: (i)
two representatives designated by SCP L.P. (in separate classes), so long as SCP
L.P. holds at least 50% of the Series A Preferred originally issued to it
pursuant to the Purchase Agreement (as adjusted for stock splits, dividends, and
similar events); and (ii) one representative designated by SCP L.P. and ICG
Holdings (in a class different from the class containing the two directors
selected by SCP L.P.), so long as SCP
CUSIP No. 105372 10 5 Page 7 of 11 Pages
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L.P. and ICG Holdings collectively own at least 50% of the Series A Preferred
originally issued to them pursuant to the Purchase Agreement (as adjusted for
stock splits, dividends and similar events).
Under an Executive and Director Voting Agreement, dated as of
February 16, 2001, certain executive officers and directors of the Issuer agreed
to vote their shares of the Issuer in favor of the Series A Proposals at the
Annual Meeting. Except for Maureen Ellenberger, Vijay Manwani, Michael Mordas,
Dev Ittycheria and Babak Farzami, who did not agree to Section 2.7 of the
Executive and Director Voting Agreement (regarding election of directors), such
executive officers and directors also agreed to vote, on all matters relating to
the election of directors of the Issuer, all of their shares so as to elect
members of the Board of Directors as follows: (i) two representatives designated
by SCP L.P. (in separate classes), so long as SCP L.P. holds at least 50% of the
Series A Preferred originally issued to it pursuant to the Purchase Agreement
(adjusted for stock splits, dividends, and similar events); and (ii) one
representative designated by SCP L.P. and ICG Holdings who shall be mutually
acceptable to SCP L.P. and ICG Holdings (in a class different from the class
containing the two directors selected by SCP L.P.), so long as SCP L.P. and ICG
Holdings collectively own at least 50% of the Series A Preferred originally
issued to them pursuant to the Purchase Agreement (adjusted for stock splits,
dividends and similar events).
Under a Key Holder Voting Agreement, dated as of February 16, 2001, with
Frank Selldorff, Jr., a former executive officer of the Issuer, Mr. Selldorff
agreed to vote all of his shares in favor of the Series A Proposals.
Pursuant to a letter agreement dated February 16, 2001 between SCP L.P.
and ICG Holdings, which is filed herewith as an exhibit and the terms of which
are incorporated herein by reference, SCP L.P. and ICG Holdings agreed, among
other things, that SCP L.P. would support, and would cause directors designated
by it on the Issuer's board to support, an agreement between ICG Holdings and
the Issuer pursuant to which the board seat currently occupied by Walter W.
Buckley would be occupied by an ICG Holdings designee from and after the time
Walter W. Buckley vacates such seat until such time as ICG Holdings no longer
owns at least 10% of the Issuer on a primary basis. SCP L.P. agreed to vote its
shares in favor of, and cause the directors designated by it to vote in favor
of, such ICG Holdings designee.
Pursuant to a letter agreement dated as of February 16, 2001 between SCP
L.P., ICG Holdings and the Issuer, which is filed herewith as an exhibit and the
terms of which are incorporated herein by reference, the Issuer agreed to secure
the resignation of Christopher Greendale from the Issuer's Board of Directors as
a condition to the Closing and to maintain such directorship vacant until filled
by a designee of SCP L.P. and ICG Holdings.
The Reporting Persons have and are acquiring the securities of the
Issuer descibed in this Schedule 13D as an investment. Except as set forth
above, the Reporting Persons 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 the Securities of the Issuer
(a)-(b) Before the exercise of any of the SCP Warrants, both Reporting
Persons may be deemed to be the beneficial owners with shared power to vote and
dispose of a total of 6,491,631
CUSIP No. 105372 10 5 Page 8 of 11 Pages
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shares of Common Stock. Both Reporting Persons may be deemed to be the
beneficial owners of the Common Stock underlying the SCP Warrants, which would,
if fully exercised, give them 6,491,631 shares of Common Stock (or 11.4% of the
outstanding Common Stock). SCP LLC is deemed to be such a beneficial owner as
described herein because of an agreement with SCP L.P. granting SCP LLC the
power to make voting and investment decisions regarding the securities held by
SCP L.P.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Except for the right to receive Common Stock under the SCP Warrants and
as otherwise set forth Item 4, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting
Persons, the General Partner or any of the Members, 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
The following documents are filed as exhibits to this Schedule 13D:
1. Warrants to Purchase up to 6,491,631 Shares of Common Stock of
Breakaway Solutions, Inc.
2. Series A Preferred Stock Purchase Agreement, dated February 16, 2001.
3. Letter Agreement, dated February 16, 2001.
4. Letter Agreement, dated as of February 16, 2001.
5. Joint Filing Agreement, dated February 26, 2001 between SCP Private
Equity Partners II, L.P. and SCP Private Equity II, LLC.
CUSIP No. 105372 10 5 Page 9 of 11 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
SCP PRIVATE EQUITY PARTNERS II, L.P.
By: SCP Private Equity II General Partner, L.P.,
its General Partner
By: SCP Private Equity II, LLC,
its Manager
By: /s/ Wayne B. Weisman
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Name: Wayne B. Weisman
----------------------------
Title: Manager
----------------------------
SCP PRIVATE EQUITY II, LLC
By: /s/ Wayne B. Weisman
----------------------------
Name: Wayne B. Weisman
----------------------------
Title: Manager
----------------------------
CUSIP No. 105372 10 5 Page 10 of 11 Pages
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APPENDIX I
SCP PRIVATE EQUITY II, LLC MEMBERS
The following are the members of SCP Private Equity II, LLC:
Safeguard Fund Management, Inc.
103 Springer Building
3411 Silverside Road
P.O. Box 7048
Wilmington, DE 19803
Winston J. Churchill
197 Mine Road
Malvern, PA 19355
James W. Brown
1602 Sorrel Road
Malvern, PA 19355
Thomas G. Rebar
547 Carriage House Lane
Harleysville, PA 19438
Wayne B. Weisman
2 Saw Grass Lane
Malvern, PA 19355
SFMI, a holding corporation organized under the laws of Delaware, is a wholly
owned subsidiary of Safeguard Delaware, Inc. It is the sole general partner of
Safeguard Fund Management, L.P., a Delaware limited partnership, which is the
sole general partner of SCP Management II, L.P., the general partner of SCP
Private Equity II General Partner, L.P., which is the general partner of SCP
Private Equity Partners II, L.P. Messrs. Churchill, Brown, Rebar and Weisman
are also principals of the following entities, all of which have the principal
address of 435 Devon Park Drive, Building 300, Wayne, PA 19087:
SCP Private Equity II, LLC
SCP Private Equity Management, L.P.
(general partner for SCP Private Equity Partners, L.P.)
SCP Private Equity Partners II, L.P.
SCP Private Equity Management Company, LLC
(management company for SCP Private Equity Partners II, L.P.)
SCP Private Equity II General Partner, L.P.
SCP Management II, L.P.
CUSIP No. 105372 10 5 Page 11 of 11 Pages
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EXHIBIT INDEX
Exhibit 1 Warrants to Purchase up to 6,491,631 Shares of Common Stock of
Breakaway Solutions, Inc.
Exhibit 2 Series A Preferred Stock Purchase Agreement, dated February 16,
2001.
Exhibit 3 Letter Agreement, dated February 16, 2001.
Exhibit 4 Letter Agreement, dated as of February 16, 2001.
Exhibit 5 Joint Filing Agreement, dated February 26, 2001 between SCP
Private Equity Partners II, L.P. and SCP Private Equity II, LLC.