SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-L(A) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 1)*
Daleen Technologies, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
23427N 10-4
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(CUSIP number)
Behrman Capital II L.P.
Attn: Grant G. Behrman
126 East 56th Street, 27th Floor
New York, New York 10022
(212) 980-6500
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(Name, address and telephone number of person authorized to receive
notices and communications)
December 20, 2002
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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 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 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on the following pages)
(Page 1 of 11 Pages)
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*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.
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CUSIP NO. 23427N 10-4 13D PAGE 2 OF 11 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Behrman Capital II L.P.
13-3952825
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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*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 56,568,015 - See response to Item 5
OWNED BY -----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
EACH
REPORTING -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 56,568,015 - See response to Item 5
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,568,015 - See response to Item 5
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.11%
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14. TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 23427N 10-4 13D PAGE 3 OF 11 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Strategic Entrepreneur Fund II, L.P.
13-3959212
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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*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER 0
NUMBER OF
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 766,992 - See response to Item 5
OWNED BY -----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 0
EACH
REPORTING -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 766,992 - See response to Item 5
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
766,992 - See response to Item 5
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.23%
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14. TYPE OF REPORTING PERSON*
PN
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CUSIP NO. 23427N 10-4 13D PAGE 4 OF 11 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Behrman Brothers, L.L.C.
13-3952711
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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*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER 0
NUMBER OF
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 56,568,015 - See response to Item 5
OWNED BY -----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 0
EACH
REPORTING -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 56,568,015 - See response to Item 5
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,568,015 - See response to Item 5
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.11%
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14. TYPE OF REPORTING PERSON*
OO
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CUSIP NO. 23427N 10-4 13D PAGE 5 OF 11 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grant G. Behrman
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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*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER 0
NUMBER OF
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 57,335,008 - See response to Item 5
OWNED BY -----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 0
EACH
REPORTING -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 57,335,008 - See response to Item 5
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,335,008 - See response to Item 5
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.38%
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14. TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 23427N 10-4 13D PAGE 6 OF 11 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William M. Matthes
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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*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER 0
NUMBER OF
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 57,335,008 - See response to Item 5
OWNED BY -----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 0
EACH
REPORTING -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 57,335,008 - See response to Item 5
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,335,008 - See response to Item 5
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.38%
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14. TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 23427N 10-4 13D PAGE 7 OF 11 PAGES
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This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and
supplements and should be read in conjunction with the Schedule 13D as filed
with the Securities and Exchange Commission on October 17, 2002 (the "Original
Schedule 13D," and together with this Amendment No. 1, the "Schedule 13D") by
Behrman Capital II L.P. ("Behrman Capital"), Strategic Entrepreneur Fund II,
L.P. ("SEF"), Behrman Brothers, L.L.C. ("Behrman Brothers"), Grant G. Behrman
and William M. Matthes. Behrman Capital, SEF, Behrman Brothers, Grant Behrman
and William Matthes are sometimes individually referred to herein as a
"Reporting Person," and collectively as the "Reporting Persons" or "Behrman."
Behrman Capital and SEF are sometimes referred to herein as the "Behrman
Entities."
This Amendment No. 1 amends the Original Schedule 13D only with respect to
those items listed below. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Schedule 13D. This filing of
Amendment No. 1 is not, and should not be deemed to be construed as, an
admission that the Schedule 13D or that any Amendment thereto is required to be
filed.
ITEM 1. SECURITY AND ISSUER.
The class of equity security to which this statement on Schedule 13D
relates is the common stock, par value $.01 per share (the "Common Stock" or the
"Shares"), of Daleen Technologies, Inc., a corporation organized under the laws
of the state of Delaware (the "Company"). The Company's principal offices are
located at 902 Clint Moore Road, Boca Raton, Florida 33487.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds for the transactions described in Items 4 and 5 were
assets of the Behrman Entities.
ITEM 4. PURPOSE OF TRANSACTIONS.
The information set forth in Item 4 of the Schedule 13D is hereby amended
and supplemented by the following:
In accordance with the Purchase Agreement that the Company entered into
with Abiliti, in exchange for substantially all of its assets, Abiliti is
entitled to receive 11,406,284 share of Common Stock, 115,681 shares of Series F
Convertible Preferred Stock (the "Series F Stock"), and warrants to purchase an
additional 5,666,069 shares of Common Stock at an exercise price of $0.906 per
share, which shall be exercisable beginning six months from the consummation of
the Transaction and ending on June 7, 2006.
In accordance with the Investment Agreement that the Company entered into
with the Behrman Entities, in exchange for the investment of approximately $5
million in the Company, the Behrman Entities are entitled to receive 10,992,136
shares of Common Stock, 115,681 shares of Series F Stock, warrants to purchase
an additional 5,666,069 shares of Common Stock at an exercise price of $0.906
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CUSIP NO. 23427N 10-4 13D PAGE 8 OF 11 PAGES
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per share, which shall be exercisable beginning six months from the consummation
of the investment and ending on June 7, 2006 and warrants to purchase an
additional 500,000 shares of Common Stock at an exercise price of $0.17 per
share, which shall be exercisable beginning one year after the consummation of
the investment and ending on June 7, 2006 (the "Investment," and together with
the Transaction, the "Contemplated Transactions").
The shares of Series F Stock are convertible at any time beginning 6
months after the consummation of the Contemplated Transactions at the option of
the holder by multiplying the number of shares of Series F Stock held by the
quotient of the original price per share of the Series F Stock, $110.94 divided
by the conversion price in effect on the conversion date, currently $0.906.
The closing of the Contemplated Transactions were conditioned upon, among
other things, the approval of the Company's stockholders of the Contemplated
Transactions and certain amendments to the Company's organizational documents,
including, among other things, the increase of the authorized number of shares
of its preferred stock and Series F Stock to be issued upon the consummation of
the Contemplated Transactions.
In connection with the Transaction, Abiliti entered into Voting Agreements
with certain stockholders of the Company (the "Voting Agreements") pursuant to
which Abiliti and the stockholders: (i) agreed to vote in favor of the
Contemplated Transactions and (ii) against (a) the approval of any proposal made
in opposition to or in competition with the Transaction, (b) any merger,
consolidation, sale of assets, business combination, share exchange,
reorganization or recapitalization of the Company or any of its subsidiaries,
with or involving any party other than those contemplated in the Transaction,
(c) any liquidation or winding up of the Company, and (d) any other action that
may reasonably be expected to impede, interfere with, delay, postpone or attempt
to discourage the consummation of the Contemplated Transactions or result in a
breach of any covenants, representations, warranties or other obligations or
agreements of the Company under the Purchase Agreement which would materially
and adversely affect Abiliti or the Company or their abilities to consummate the
Contemplated Transactions.
On December 20, 2002, the stockholders of the Company approved the
Contemplated Transactions and the necessary amendments to the Company's
organizational documents to consummate the Contemplated Transactions. The
Contemplated Transactions were consummated on December 20, 2002. Upon the
consummation, the Board of Directors of the Company consisted of seven (7)
directors. Pursuant to the Supplemental Voting Agreement, the Stockholders,
Abiliti and the Behrman Entities agreed to vote their respective Shares for the
director nominated by the Stockholders and for the two directors nominated by
the Behrman Entities.
Except as set forth above or in Item 5, the Reporting Persons do not have
any plans or proposals concerning the Company with respect to the matters set
forth in subparagraphs (a) through (j) of Item 4 of this Schedule.
All reference to, and summaries of the Contemplated Transactions in this
Schedule 13D are qualified in their entirety by reference to such documents, the
full text of which were filed as Exhibits 1
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CUSIP NO. 23427N 10-4 13D PAGE 9 OF 11 PAGES
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and 2 to the Original Schedule 13D. All reference to, and summaries of the
Voting Agreements in this Schedule 13D are qualified in their entirety by
reference to such documents, the full text of which is filed as Exhibit 1 to
this Amendment No. 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) and (c) Pursuant to the Supplemental Voting Agreement, the
Stockholders, Abiliti and the Behrman Entities have appointed each other as
their proxy to vote such Shares in the agreed upon manner. The Stockholders
reported in their Amendment No. 2 to Schedule 13D, dated October 3, 2002,
beneficially holding an aggregate of 20,520,679 Shares, representing
approximately 51.0% of the 22,984,272 Shares outstanding, as reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2002. In accordance with the rules governing determination of beneficial
ownership, this percentage has been calculated assuming that the Stockholders
have converted their shares of Series F Stock and have exercised certain
warrants held by the Stockholders. The proxy given to the Behrman Entities
applied to all of such Stockholders' Shares.
As a result of the Voting Agreements, Abiliti may have been deemed to
beneficially own certain other shares of the Company. The Voting Agreements
terminated upon the consummation of the Contemplated Transactions.
As discussed in Item 4, at the consummation of the Contemplated
Transactions Abiliti acquired 11,406,284 shares of Common Stock, 115,681 shares
of Series F Stock and warrants to purchase an additional 5,666,069 and certain
of such securities including 1,140,629 shares of Common Stock, 11,568 shares of
Series F Stock and 566,607 shares of Common Stock held pursuant to that certain
warrant are subject to and held in, escrow, and, as such, are subject to
forfeiture in the event of certain breaches of representations, warranties and
covenants as described in the Purchase Agreement. Concurrently with the receipt
by Abiliti of such Shares, Abiliti transferred the rights to all such Shares to
the Behrman Entities as consideration for the cancellation of certain promissory
notes issued by Abiliti to the Behrman Entities. In connection with this
transfer, the Behrman Entities instructed Abiliti to deliver a portion of such
securities to certain third parties in exchange for a release from such third
parties and an assignment by such third parties of their interest in certain
subordinated promissory notes of which Abiliti was the issuer. Simultaneously
with the consummation of the Contemplated Transactions, the Behrman Entities
instructed Abiliti to deliver on their behalf to all such third parties an
aggregate of 766,588 shares of Common Stock, 7,775 shares of Series F Stock and
380,802 shares of Common Stock held in the form of warrants. Giving effect to
each of the transactions described above, Abiliti transferred to the Behrman
Entities on the consummation of the Contemplated Transactions, 9,499,067 shares
of Common Stock, 96,338 shares of Series F Stock and warrants to purchase an
additional, 4,718,660 shares of Common Stock, representing approximately 53.09%
of the 22,984,272 Shares outstanding, as reported in the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2002. In accordance with
the rules governing determination of beneficial ownership, this percentage has
been calculated assuming that the Reporting Persons have converted their shares
of Series F Stock and have exercised certain warrants held by the Reporting
Persons.
In accordance with the Investment Agreement on the consummation of the
Contemplated Transactions, the Behrman Entities received 10,992,136 shares of
Common Stock, 115,681 shares of
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CUSIP NO. 23427N 10-4 13D PAGE 10 OF 11 PAGES
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Series F Stock, warrants to purchase an additional 5,666,069 shares of Common
Stock and warrants to purchase an additional 500,000 shares of Common Stock,
representing approximately 57.68% of the 22,984,272 Shares outstanding, as
reported in the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002. In accordance with the rules governing determination of
beneficial ownership, this percentage has been calculated assuming that the
Reporting Persons have converted their shares of Series F Stock and have
exercised certain warrants held by the Reporting Persons.
The shares of Series F Stock are convertible at any time at the option of
the holder by multiplying the number of shares of Series F Stock held by the
quotient of the original price per share of the Series F Stock, $110.94 divided
by the conversion price in effect on the conversion date, currently $0.906.
All reference to, and summaries of, the Purchase Agreement, the Investment
Agreement and the Supplemental Voting Agreement in this Schedule 13D are
qualified in their entirety by reference to such documents, the full text of
which were filed as Exhibits 1, 2, and 3 to the Original Schedule 13D, and are
incorporated herein by reference.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth under Items 4 and 5 above and the Exhibits
attached hereto are incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits to this Schedule 13D:
Exhibit 1. Form of Voting Agreement, incorporated by reference to the
Company's Definitive Proxy Statement filed on Schedule 14A, filed November 20,
2002.
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CUSIP NO. 23427N 10-4 13D PAGE 11 OF 11 PAGES
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
EXECUTED as a sealed instrument this 20th day of December, 2002.
Behrman Capital II L.P.
By: Behrman Brothers, L.L.C., its
general partner
By: /s/ Grant G. Behrman
-----------------------------------
Name: Grant G. Behrman
Title: Managing Member
Strategic Entrepreneur Fund II, L.P.
By: /s/ Grant G. Behrman
-----------------------------------
Name: Grant G. Behrman
Title: General Partner
Behrman Brothers, L.L.C.
By: /s/ Grant G. Behrman
-----------------------------------
Name: Grant G. Behrman
Title: Managing Member
By: /s/ Grant G. Behrman
-----------------------------------
Name: Grant G. Behrman
By: /s/ William M. Matthes
-----------------------------------
Name: William M. Matthes
LIBC/1644315.1