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UNITED STATES |
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SECURITIES
AND EXCHANGE |
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Washington,
D.C. 20549 |
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SCHEDULE 13D |
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Daleen Technologies, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
23437N10
(CUSIP Number)
Douglas E. Scott, Esq.
Senior Vice President, General Counsel and Secretary
Science Applications International Corporation
10260 Campus Point Drive
San Diego, CA 92121
(858) 826-7325
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Aloma H. Avery, Esq.
Senior Counsel
Science Applications International Corporation
10260 Campus Point Drive
San Diego, CA 92121
Tel: (858) 826-6000
May 7, 2004
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ý
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 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. 23437N10 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Amendment No. 3 to Schedule 13D
The Reporting Persons, Science Applications International Corporation (“SAIC”) and SAIC Venture Capital Corporation (“SVCC”), hereby amend and supplement the Schedule 13D initially filed by the Reporting Persons on June 18, 2001, as amended by Amendment No. 1 on August 16, 2001, and Amendment No. 2 on February 7, 2003, relating to the common stock (“Common Stock”) of Daleen Technologies, Inc. (“Daleen”). The purpose of this Amendment No. 3 is to report a change in the Reporting Persons’ relationship with respect to the Common Stock.
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Item 1. |
Security and Issuer |
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Item 2. |
Identity and Background |
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Item 2 (a)-(c) of the Original Statement are hereby supplementally amended to restate in its entirety Appendix A to the Original Statement. Appendix A is attached hereto and incorporated herein by reference. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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Item 4. |
Purpose of Transaction |
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Item 5. |
Interest in Securities of the Issuer |
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(a) SVCC directly owns 2,246,615 shares of Common Stock, 67,604 shares of Series F Preferred with each share immediately convertible into 122.4503 shares of Common Stock and Series F Warrants to purchase 27,042 shares of Series F Preferred with each share immediately convertible into 122.4503 shares of Common Stock. Together these interests represent a total of 13,836,046 shares or approximately 29.5% of the Common Stock of the Issuer. According to the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Commission on March 18, 2004, the number of shares of Common Stock outstanding as of February 1, 2004 was 46,929,372 (before giving effect to the 8,278,130 shares of Common Stock issuable upon the conversion of the shares of Series F Preferred held by SVCC and the 3,311,301 shares of Common Stock issuable upon the conversion of the shares of Series F Preferred issuable upon the exercise of the Series F Warrants held by SVCC). For reporting purposes, SAIC may be deemed the beneficial owner of the shares owned by SVCC. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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On May 7, 2004, SVCC executed a Voting Agreement with Quadrangle Capital Partners LP (“QCP”), Quadrangle Select Partners LP (“QSP”) and Quadrangle Capital Partners-A LP (“QCP-A” and collectively with QCP and QSP, “Quadrangle”) with respect to the Common Stock and Series F Convertible Preferred Stock (“Preferred Stock” and together with Common Stock, the “Shares”) of Daleen owned by SVCC. |
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Daleen announced that agreements have been signed by affiliates of Quadrangle Capital and Behrman Capital for investments of $25 million and $5 million, respectively, into Daleen Holding, Inc., a newly formed holding company that will simultaneously acquire Daleen and Protek Telecommunications Solutions Limited, a private limited company organized under the laws of England and Wales (“Protek”). Under the terms and conditions of various operative agreements, Protek will be merged with and into Daleen. SVCC’s execution of the Voting Agreement is a condition precedent to the execution and delivery of the operative agreements that will consummate the investment and merger. |
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Until the Voting Agreement terminates, SVCC, among other things: |
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• may not transfer any Shares owned by it; |
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• irrevocably and unconditionally agrees to vote the Shares in favor of the merger with Protek and against, among other things, any proposal made in opposition to the proposed merger with Protek; and |
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• grants an irrevocable proxy to Michael Huber in his capacity as a managing partner of Quadrangle to vote all the Shares owned by SVCC in favor of the Protek merger. |
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The Voting Agreement terminates upon the earliest to occur of (i) the consummation of the merger with Protek and related transaction contemplated thereby or (ii) the termination of the Protek merger agreement pursuant to its terms. |
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The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is included as an exhibit to this amended Schedule 13D. |
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Other than as described in this amended Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to the Common Stock. |
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Item 7. |
Material to Be Filed as Exhibits |
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The following documents are filed as exhibits: |
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Exhibit 1 |
Voting Agreement, dated May 7, 2004, by and between SAIC Venture Capital Corporation, Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners-A LP. |
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Exhibit 2 |
Agreement as to Joint Filing of Schedule 13D, dated as of May 13, 2004 between SAIC and SVCC. |
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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.
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Date: May 13, 2004 |
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SCIENCE
APPLICATIONS INTERNATIONAL |
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By: |
/s/ Douglas E. Scott |
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Name: |
Douglas E. Scott |
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Title: |
Senior Vice
President, General Counsel |
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SAIC VENTURE CAPITAL CORPORATION |
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By: |
/s/ Gian A. Brown |
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Name: |
Gian A. Brown |
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Title: |
President and General Counsel |
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APPENDIX A
Directors and Executive Officers
The following table sets forth the name, business address and present principal occupation or employment of each of the directors of Science Applications International Corporation (“SAIC”). To the knowledge of SAIC, each director listed below is a United States citizen.
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Name |
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Principal Occupation |
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Name, Principal Business and Address of |
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Duane P. Andrews |
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President and Chief Operating |
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Science Applications |
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J. Robert Beyster |
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Chairman of the Board and Director |
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Science Applications |
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Kenneth C. Dahlberg |
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Chief Executive Officer, President |
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Science Applications |
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Wolfgang H. Demisch |
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Director of SAIC |
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435 Round Hill Road |
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Matthew J. Desch |
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Chief Executive Officer of Telcordia |
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Telcordia Technologies, Inc. |
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Wayne A. Downing |
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Director of SAIC |
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11200 N. Pawnee Road |
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Jere A. Drummond |
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Director of SAIC |
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Bell South |
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Donald H. Foley |
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Group President and Director of |
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Science Applications |
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John E. Glancy |
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Director of SAIC |
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Science Applications |
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Name |
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Principal Occupation |
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Name, Principal Business and Address of |
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Anita K. Jones |
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Professor, Dept. of Computer |
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University of Virginia |
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Harry M. Jansen Kraemer, Jr. |
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Chairman and Chief Executive |
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Baxter International, Inc. |
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Claudine B. Malone |
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President, Financial Management |
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Financial Management |
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Stephen D. Rockwood |
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Chief Technology Officer and |
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Science Applications |
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Edward J. Sanderson |
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Director of SAIC |
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6009 San Elijo |
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Ralph Snyderman |
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Chancellor for Health Affairs at |
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Duke University Medical |
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Monroe E. Trout |
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Director of SAIC |
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2110 Cove View Way |
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Randy I. Walker |
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Corporate Executive Vice President |
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Science Applications |
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Joseph P. Walkush |
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Executive Vice President and |
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Science Applications |
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John H. Warner, Jr. |
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Chief Administrative Officer, |
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Science Applications |
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Principal Occupation |
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Name, Principal Business and Address of |
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A. Thomas Young |
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Director of SAIC |
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12921 Esworthy Road |
The following table sets forth the name, business address and title of each of the executive officers of SAIC, excluding executive officers who are also directors. To the knowledge of SAIC, each officer listed below is a United States citizen. Unless otherwise indicated, the business address of each person named below is c/o Science Applications International Corporation, 10260 Campus Point Drive, San Diego, California 92121.
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Title (and Address, if Other Than as Indicated Above) |
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Carl M. Albero |
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Group
President and |
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Thomas E. Darcy |
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Corporate
Executive Vice President and Chief Financial |
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Steven P. Fisher |
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Senior Vice President and Treasurer |
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Mark V. Hughes III |
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Group
President |
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Peter N. Pavlics |
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Senior Vice President and Controller |
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Larry J. Peck |
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Group
President |
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William A. Roper, Jr. |
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Corporate Executive Vice President |
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Douglas E. Scott |
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Senior Vice President, General Counsel and Secretary |
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George T. Singley III |
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Group
President |
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The following table sets forth the name, business address and present principal occupation or employment of each of the directors of SAIC Venture Capital Corporation (“SVCC”). To the knowledge of SVCC, each director listed below is a United States citizen.
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Principal Occupation |
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Name, Principal Business and Address of |
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J. Robert Beyster |
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Chairman of the Board and Director |
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Science Applications International |
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Gian A. Brown |
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President and General Counsel of SVCC |
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SAIC Venture Capital Corporation |
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Wolfgang H. Demisch |
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Director of SAIC |
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435 Round Hill Road |
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Matthew J. Desch |
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Chief Executive Officer of Telcordia Technologies, Inc. and Director of SAIC |
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Telcordia Technologies, Inc. |
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Robert R. Lind |
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Director of SVCC |
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SAIC Venture Capital Corporation |
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William A. Roper, Jr. |
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Corporate Executive Vice President of SAIC |
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Science Applications International |
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Kevin A. Werner |
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Director, Strategic Development Activities of SAIC |
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SAIC Venture Capital Corporation |
The following table sets forth the name, business address and title of each of the executive officers of SVCC, excluding executive officers who are also directors. To the knowledge of SAIC, each officer listed below is a United States citizen. Unless otherwise
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indicated, the business address of each person named below is c/o SAIC Venture Capital Corporation, 3993 Howard Hughes Parkway, Suite 570, Las Vegas, Nevada 89109.
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Title (and Address, if Other Than as Indicated Above) |
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None |
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