UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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
August 29, 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.
CUSIP No. 105372 10 5 Page 2 of 8
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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 Page 3 of 8
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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
Not applicable.
______________________________________________________________________________
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 | | 57,824,960
Person With |_____|________________________________________________________
| |
| 9. | Sole Dispositive Power
| | 0
|_____|________________________________________________________
| |
| 10. | Shared Dispositive Power
| | 57,824,960
_______________|_____|_________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,824,960
______________________________________________________________________________
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
53.0%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
_____________________________________________________________________________
CUSIP No. 105372 10 5 Page 4 of 8
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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 | | 57,824,960
Person With |_____|________________________________________________________
| |
| 9. | Sole Dispositive Power
| | 0
|_____|________________________________________________________
| |
| 10. | Shared Dispositive Power
| | 57,824,960
_______________|_____|_________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,824,960
______________________________________________________________________________
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
53.0%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
_____________________________________________________________________________
CUSIP No. 105372 10 5 Page 5 of 8
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This Amendment No. 3 to Schedule 13D relates to a Schedule 13D filed
with the Securities and Exchange Commission ("SEC") on February 26, 2001 (the
"Schedule 13D"), Amendment No. 1 to Schedule 13D ("Amendment No. 1") filed with
the SEC on April 16, 2001 and Amendment No. 2 to Schedule 13D filed with the SEC
on August 8, 2001. This Amendment No. 3 amends and supplements Amendment No. 2.
Information contained in the Schedule 13D, Amendment No. 1 and Amendment No. 2
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, Amendment No. 1 and Amendment No. 2.
Item 1. Security and Issuer
This Amendment No. 3 relates to an assignment by SCP to ICG Holdings,
Inc. ("ICG") of a one-third interest in SCP's warrant, dated July 3, 2001 (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 "Common Stock). Pursuant to the assignment, ICG
has a right to purchase 6,667 shares of Series A Preferred, which is initially
convertible into 666,700 shares of Common Stock.
Item 4. Purpose of Transaction
On August 29, 2001 SCP entered into the Indemnification Agreement with
ICG, Internet Capital Group, Inc. ("ICGI") and the Issuer (the "Indemnification
Agreement"), which is attached hereto as Exhibit 2 and the terms of which are
incorporated herein by reference. Under the Indemnification Agreement, ICG has
agreed to 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 assigned a one-third interest in the
Warrant to ICG, which entitles ICG to purchase up to 6,667 shares of the Series
A Preferred Stock.
On August 29, 2001, ICG and ICGI entered into a letter agreement with
SCP and the Issuer (the "Letter Agreement"), which is attached hereto as Exhibit
3 and the terms of which are incorporated herein by reference. Under the Letter
Agreement, subject to certain specified exceptions, ICG and ICGI waived and
terminated all rights, duties and benefits owed to or enjoyed by either of them
under any and all contracts, arrangements, understandings, relationships or
other bases by and between ICGI and/or ICGH with SCP by which (i) ICGI and/or
ICGH have or share voting power or investment power over any equity security of
the Issuer that is owned by SCP and (ii) SCP has or shares voting power or
investment power over any equity security of the Issuer that is owned by ICGH or
ICGI.
Except as set forth herein and in the Schedule 13D, Amendment No. 1 and
Amendment No. 2, 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.
CUSIP No. 105372 10 5 Page 6 of 8
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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 57,824,960 shares of
Common Stock (or 53.0% 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 as described in Item 4, and as set forth in the Schedule 13D,
Amendment No. 1 and Amendment No. 2 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. 3:
1. Joint Filing Agreement, dated February 26, 2001 between SCP
Private Equity Partners II, L.P. and SCP Private Equity II, LLC.
2. Indemnification Agreement, dated August 29, 2001, by and between
ICG Holdings, Inc., Internet Capital Group, Inc., SCP Private
Equity Partners II, L.P. and Breakaway Solutions, Inc.
3. Letter Agreement, dated August 29, 2001, by and between ICG
Holdings, Inc., Internet Capital Group, Inc., SCP Private Equity
Partners II, L.P. and Breakaway Solutions, Inc.
CUSIP No. 105372 10 5 Page 7 of 8
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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.,
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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CUSIP No. 105372 10 5 Page 8 of 8
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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 Indemnification Agreement, dated August 29, 2001, by and between
ICG Holdings, Inc., Internet Capital Group, Inc., SCP Private
Equity Partners II, L.P. and Breakaway Solutions, Inc.
Exhibit 3 Letter Agreement, dated August 29, 2001, by and between ICG
Holdings, Inc., Internet Capital Group, Inc., SCP Private Equity
Partners II, L.P. and Breakaway Solutions, Inc.