UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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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1200 Liberty Ridge Drive, Suite 200
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Wayne, PA 19087
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610-251-5082
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July 3, 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).
_______________________________________________________________________________
CUSIP No. 105372 10 5 SCHEDULE 13D Page 2
_______________________________________________________________________________
1 NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (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
OO
______________________________________________________________________________
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
______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 58,491,660
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 0
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 58,491,660
_______________|_____|________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,491,660
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
53.3%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
_____________________________________________________________________________
______________________________________________________________________________
CUSIP No. 105372 10 5 SCHEDULE 13D Page 3
______________________________________________________________________________
1 NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (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
OO
______________________________________________________________________________
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
______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 58,491,660
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 0
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 58,491,660
_______________|_____|________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,491,660
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
53.3%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
_____________________________________________________________________________
This Amendment No. 2 to Schedule 13D relates to a Schedule 13D
filed with the Securities and Exchange Commission ("SEC") on February 26, 2001
(the "Schedule 13D") and Amendment No. 1 to Schedule 13D ("Amendment No. 1")
filed with the SEC on April 16, 2001. This Amendment No. 2 amends and
supplements Amendment No. 1. Information contained in the Schedule 13D and
Amendment No. 1 remains in effect except to the extent that it is superseded by
the information contained in this Amendment No. 3. Information given in response
to each item shall be deemed to be incorporated by reference in all other items.
Capitalized terms used but not defined in this Amendment No. 1 shall have the
meanings ascribed to such terms in the Schedule 13D and Amendment No. 1.
Item 1. Security and Issuer
This Amendment No. 2 relates to the acquisition of a warrant
(the "Warrant") to purchase up to 20,000 shares of the Issuer's Series A
Preferred Stock, $.0001 par value per share (the "Series A Preferred"), which is
initially convertible into 2,000,000 shares of the Issuer's Common Stock, par
value per share, $0.000125 per share.
The exercise price of the Warrant and the number of shares of
Common Stock underlying the Warrant are subject to adjustment upon certain
events as described in the Warrant. The form of the Warrant is filed as Exhibit
2 hereto, and the terms of which are incorporated herein by reference. The
Series A Preferred is convertible into Common Stock on the terms set forth in
the Certificate of Designation of the Series A Preferred Stock.
Item 3. Source and Amount of Funds or Other Consideration
The Warrant was issued to SCP in consideration of SCP's
execution and delivery to Silicon Valley Bank (the "Bank") of a guaranty (the
"Guaranty") of the Issuer's obligations under the Loan and Security Agreement
dated July 3, 2001, between the Issuer and the Bank (the "Loan Agreement") and
the Master Lease Agreement dated as of September 28, 1999, between the Issuer
and the Bank. SCP's execution and delivery of the Guaranty was a condition to
the Bank's execution and delivery of the Loan Agreement.
Item 4. Purpose of Transaction
SCP plans to enter into an agreement with ICG Holdings, Inc.
("ICG"), Internet Capital Group, Inc. and Breakaway Solutions, Inc., pursuant to
which ICG will indemnify SCP with respect to one-third of any loss or liability
SCP may suffer as a result of its execution and delivery of the Guaranty. As
consideration for such indemnification, SCP will agree to assign a one-third
interest in the Warrant to ICG, which will entitle ICG to 6,667 shares of the
Series A Preferred Stock.
Except as set forth herein and in the Schedule 13D and
Amendment No. 1, none of the Reporting Persons, the General Partner nor any of
the Members, have formulated any plans or proposals of the types referred to in
clauses (a) through (j) of Item 4.
Item 5. Interest in the Securities of the Issuer
(a)-(b) Both Reporting Persons may be deemed to be the beneficial
owners with shared power to vote and dispose of a total of 58,491,660 shares of
Common Stock (or 53.3% 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
In connection with the execution and delivery of the Guaranty
by SCP, SCP and the Issuer entered into a Guarantee Issuance Agreement dated
July 3, 2001, filed as Exhibit 3 hereto, and the terms of which are incorporated
herein by reference, pursuant to which SCP agreed to execute and deliver the
Guaranty and the Issuer agreed to issue the Warrant to SCP.
Except for the right to receive Series A Preferred upon
exercise of the Warrant, the right to convert the Series A Preferred into Common
Stock, the transactions described in Item 4, and as set forth in the Schedule
13D and Amendment No. 1, there are no other 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
Amendment No. 2:
1. Joint Filing Agreement, dated February 26, 2001 between
SCP Private Equity Partners II, L.P. and SCP Private
Equity II, LLC.
2. Warrant to Purchase up to 20,000 Shares of Series A
Preferred of Breakaway Solutions, Inc.
3. Guarantee Issuance Agreement, dated July 3, 2001,
between Breakaway Solutions, Inc. and SCP Private Equity
Partners II, L.P.
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.,
the General Partner
By: SCP Private Equity II, LLC,
its Manager
By: /s/ Wayne B. Weisman
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Name: Wayne B. Weisman
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Title: Manager
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SCP Private Equity II, LLC
By: /s/ Wayne B. Weisman
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Name: Wayne B. Weisman
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Title: Manager
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EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement, dated February 26, 2001 between SCP
Private Equity Partners II, L.P. and SCP Private Equity II,
LLC.
Exhibit 2 Warrant to Purchase up to 20,000 Shares of Common Stock of
Breakaway Solutions, Inc.
Exhibit 3 Guarantee Issuance Agreement, dated July 3, 2001, between
Breakaway Solutions, Inc. and SCP Private Equity Partners II, L.P.