UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Netzee, Inc.
(Name of Issuer)
Common Stock
(Title and Class of Securities)
64122W108
(CUSIP Number)
December 31, 2001
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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).
CUSIP No. 64122W108 Page 2
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Invista Capital Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 148,460
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 148,460
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,460
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4
12 TYPE OF REPORTING PERSON (See Instructions)
IA
CUSIP No. 64122W108 Page 3
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Principal Financial Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 148,460
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 148,460
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,460
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4
12 TYPE OF REPORTING PERSON (See Instructions)
HC
CUSIP No. 64122W108 Page 4
Item 1(a). Name of Issuer:
Netzee, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
6190 Powers Ferry Road, Suite 400
Atlanta, GA 30339
Item 2(a). Name of Person Filing:
Invista Capital Management, LLC
Principal Financial Group, Inc.
Item 2(b). Address of Principal Business Office, or, if None, Residence:
Invista Capital Management, LLC
699 Walnut
1900 Hub Tower
Des Moines, IA 50309
Principal Financial Group, Inc.
711 High Street
Des Moines, IA 50392-0088
Item 2(c). Citizenship:
Invista Capital Management, LLC - State of Delaware
Principal Financial Group, Inc. - State of Delaware
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Numbers:
64122W108
Item 3. If this statement is filed pursuant to section 240.13d-1(b) or 240.13d
2(b) or (c), check whether the person filing is a:
(e) [X] An investment adviser in accordance with section 240.13d
1(b)(1)(ii)(E)
(g) [X] A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G)
Item 4. Ownership:
(a) Amount Beneficially Owned
148,460 Shares Common Stock presently held by Invista Capital Management,
LLC
148,460 Shares Common Stock presently held by Principal Financial Group,
Inc.
CUSIP No. 64122W108 Page 5
(b) Percent of Class
3.4 Invista Capital Management, LLC
3.4 Principal Financial Group, Inc.
(c) Number of shares as to which the person has:
(i) Sole Power to Vote or Direct the Vote
0 Invista Capital Management, LLC
0 Principal Financial Group, Inc.
(ii) Shared Power to Vote or Direct the Vote
148,460 Shares Common Stock presently held by Invista Capital
Management, LLC
148,460 Shares Common Stock presently held by Principal Financial
Group, Inc.
(iii) Sole Power to Dispose or to Direct the Disposition of
0 Invista Capital Management, LLC
0 Principal Financial Group, Inc.
(iv) Shared Power to Dispose or to Direct the Disposition of
148,460 Shares Common Stock presently held by Invista Capital
Management, LLC
148,460 Shares Common Stock presently held by Principal Financial
Group, Inc.
Item 5. Ownership of Five Percent or Less of a Class:
[X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
See Exhibit attached
CUSIP No. 64122W108 Page 6
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10(b). Certification
By signing below I certify, to the best of my knowledge and belief, the
securities referred to above were not acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
Signature
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.
Invista Capital Management, LLC
By /s/ Tim Howald
Tim Howald, Chief Financial and Compliance Officer
Principal Financial Group, Inc.
By: Invista Capital Management, LLC
By /s/ Tim Howald
Tim Howald, Chief Financial and Compliance Officer
Dated Wednesday, February 13, 2002
EXHIBIT 99.1
Invista Capital Management, LLC
Item 3 Classification:
(e) Investment Adviser registered under Section 203 of the Investment Advisers
Act of 1940
Principal Life Insurance Company
Item 3 Classification:
(c) An Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C.
78)