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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
Daleen Technologies, Inc.
(Name of Issuer)
Common Stock,
par value $0.01 per share 23437N10
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(Title of class of securities) (CUSIP number)
Michael Huber
Quadrangle Group LLC
375 Park Avenue, 14th Floor
New York, New York 10152
(212) 418-1700
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(Name, address and telephone number of person authorized to receive notices
and communications)
May 7, 2004
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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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
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CUSIP No. 23437N10 13D Page 2
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1 NAME OF REPORTING PERSON Quadrangle Capital Partners LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: N/A
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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 -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 74,390,606*
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER: 0
PERSON
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 74,390,606*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.98%**
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14 TYPE OF REPORTING PERSON: PN
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* As to limited matters described in this Schedule 13D. An aggregate of 381,331
shares of Daleen Preferred Stock and an aggregate amount of 27,696,511 shares of
Daleen Common Stock is subject to the Voting Agreements described herein. As
represented in the Form 10-K filed by the Company for the year ended December
31, 2003, each share of Daleen Preferred Stock was convertible into 122.4503
shares of Daleen Common Stock. The share amounts have been adjusted pursuant to
such rate of conversion. See Item 5 below.
** Calculated based on 46,929,372 shares of Daleen Common Stock and 449,237
shares of Daleen Preferred Stock outstanding as of May 7, 2004, as represented
by the Company in the Merger Agreement and giving effect to the conversion of
all outstanding shares of Daleen Preferred Stock as the shares of Daleen Common
Stock and Daleen Preferred Stock vote together as a class on all matters
including the matters that are the subject of the Voting Agreements. See Item 5
below.
2
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CUSIP No. 23437N10 13D Page 3
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1 NAME OF REPORTING PERSON Quadrangle Select Partners LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: N/A
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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 -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 74,390,606*
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER: 0
PERSON
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 74,390,606*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.98%**
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14 TYPE OF REPORTING PERSON: PN
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* As to limited matters described in this Schedule 13D. An aggregate of 381,331
shares of Daleen Preferred Stock and an aggregate amount of 27,696,511 shares of
Daleen Common Stock is subject to the Voting Agreements described herein. As
represented in the Form 10-K filed by the Company for the year ended December
31, 2003, each share of Daleen Preferred Stock was convertible into 122.4503
shares of Daleen Common Stock. The share amounts have been adjusted pursuant to
such rate of conversion. See Item 5 below.
** Calculated based on 46,929,372 shares of Daleen Common Stock and 449,237
shares of Daleen Preferred Stock outstanding as of May 7, 2004, as represented
by the Company in the Merger Agreement and giving effect to the conversion of
all outstanding shares of Daleen Preferred Stock as the shares of Daleen Common
Stock and Daleen Preferred Stock vote together as a class on all matters
including the matters that are the subject of the Voting Agreements. See Item 5
below.
3
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CUSIP No. 23437N10 13D Page 4
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1 NAME OF REPORTING PERSON Quadrangle Capital Partners-A LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: N/A
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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 -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 74,390,606*
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER: 0
PERSON
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 74,390,606*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.98%**
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14 TYPE OF REPORTING PERSON: PN
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* As to limited matters described in this Schedule 13D. An aggregate of 381,331
shares of Daleen Preferred Stock and an aggregate amount of 27,696,511 shares of
Daleen Common Stock is subject to the Voting Agreements described herein. As
represented in the Form 10-K filed by the Company for the year ended December
31, 2003, each share of Daleen Preferred Stock was convertible into 122.4503
shares of Daleen Common Stock. The share amounts have been adjusted pursuant to
such rate of conversion. See Item 5 below.
** Calculated based on 46,929,372 shares of Daleen Common Stock and 449,237
shares of Daleen Preferred Stock outstanding as of May 7, 2004, as represented
by the Company in the Merger Agreement and giving effect to the conversion of
all outstanding shares of Daleen Preferred Stock as the shares of Daleen Common
Stock and Daleen Preferred Stock vote together as a class on all matters
including the matters that are the subject of the Voting Agreements. See Item 5
below.
4
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CUSIP No. 23437N10 13D Page 5
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1 NAME OF REPORTING PERSON Quadrangle GP Investors LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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7 SOLE VOTING POWER: 0
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 74,390,606*
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER: 0
PERSON
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 74,390,606*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.98%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
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* As to limited matters described in this Schedule 13D. An aggregate of 381,331
shares of Daleen Preferred Stock and an aggregate amount of 27,696,511 shares of
Daleen Common Stock is subject to the Voting Agreements described herein. As
represented in the Form 10-K filed by the Company for the year ended December
31, 2003, each share of Daleen Preferred Stock was convertible into 122.4503
shares of Daleen Common Stock. The share amounts have been adjusted pursuant to
such rate of conversion. See Item 5 below.
** Calculated based on 46,929,372 shares of Daleen Common Stock and 449,237
shares of Daleen Preferred Stock outstanding as of May 7, 2004, as represented
by the Company in the Merger Agreement and giving effect to the conversion of
all outstanding shares of Daleen Preferred Stock as the shares of Daleen Common
Stock and Daleen Preferred Stock vote together as a class on all matters
including the matters that are the subject of the Voting Agreements. See Item 5
below.
5
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CUSIP No. 23437N10 13D Page 6
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1 NAME OF REPORTING PERSON Quadrangle GP Investors LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 0
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 74,390,606*
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER: 0
PERSON
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 74,390,606*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 72.98%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: OO
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* As to limited matters described in this Schedule 13D. An aggregate of 381,331
shares of Daleen Preferred Stock and an aggregate amount of 27,696,511 shares of
Daleen Common Stock is subject to the Voting Agreements described herein. As
represented in the Form 10-K filed by the Company for the year ended December
31, 2003, each share of Daleen Preferred Stock was convertible into 122.4503
shares of Daleen Common Stock. The share amounts have been adjusted pursuant to
such rate of conversion. See Item 5 below. The managing members of Quadrangle GP
Investors LLC are Steven Rattner, David A. Tanner, Peter R. Ezersky, Joshua L.
Steiner and Michael Huber. The managing members of Quadrangle GP Investors LLC
may be deemed to share voting power with respect to the 74,390,606 shares of
Daleen Common Stock held by the Reporting Persons. However, each of the managing
members of Quadrangle GP Investors LLC disclaims beneficial ownership of such
shares.
** Calculated based on 46,929,372 shares of Daleen Common Stock and 449,237
shares of Daleen Preferred Stock outstanding as of May 7, 2004, as represented
by the Company in the Merger Agreement and giving effect to the conversion of
all outstanding shares of Daleen Preferred Stock as the shares of Daleen Common
Stock and Daleen Preferred Stock vote together as a class on all matters
including the matters that are the subject of the Voting Agreements. See Item 5
below.
6
Item 1. Security and Issuer.
The title and class of equity security to which this statement on
Schedule 13D relates is the shares of common stock, par value $0.01 per share
(the "Daleen Common Stock"), of Daleen Technologies, Inc., a Delaware
corporation (the "Company"). The address of the Company's principal executive
offices is 902 Clint Moore Road, Suite 230, Boca Raton, Florida 33487.
Item 2. Identity and Background.
This statement is filed by Quadrangle Capital Partners LP ("QCP"),
Quadrangle Select Partners LP ("QSP"), Quadrangle Capital Partners-A LP
("QCP-A"), Quadrangle GP Investors LP ("QGP LP") and Quadrangle GP Investors LLC
("QGP LLC" and collectively with QCP, QSP, QCP-A and QGP LP, the "Reporting
Persons").
QCP is a Delaware limited partnership with its principal executive
offices located at 375 Park Avenue, New York, NY 10152. QSP is a Delaware
limited partnership with its principal executive offices located at 375 Park
Avenue, New York, NY 10152. QCP-A is a Delaware limited partnership with its
principal executive offices located at 375 Park Avenue, New York, NY 10152. The
principal business activity of each of QCP, QSP and QCP-A is investing in
securities and committing capital to companies in the media and communications
sectors.
The sole general partner of each of QCP, QSP and QCP-A is QGP LP. QGP
LP is a Delaware limited partnership with its principal executive offices
located at 375 Park Avenue, New York, NY 10152. The principal business activity
of QGP LP is acting as the general partner of each of QCP, QSP and QCP-A and
other similar entities.
The sole general partner of QGP LP is QGP LLC. QGP LLC is a Delaware
limited liability company with its principal executive offices located at 375
Park Avenue, New York, NY 10152. The principal business activity of QGP LLC is
acting as the general partner of QGP LP and other similar entities.
Messrs. Steven Rattner, David A. Tanner, Peter R. Ezersky, Joshua L.
Steiner and Michael Huber are the managing members generally responsible for
investment-related matters of QGP LLC. Mr. Rattner is also the coordinating
member of QGP LLC. Each of Messrs. Rattner, Tanner, Ezersky, Steiner and Huber
is a United States citizen. The principal occupation of each of Messrs. Rattner,
Tanner, Ezersky, Steiner and Huber is serving as an executive officer, director
or managing member of one or more of QGP LLC and its affiliates. The principal
business address of each of Messrs. Rattner, Tanner, Ezersky, Steiner and Huber
is c/o Quadrangle Group LLC, 375 Park Avenue, 14th Floor, New York, NY 10152.
Messrs. Steven Rattner, David A. Tanner, Peter R. Ezersky, Joshua L. Steiner and
Michael Huber disclaim beneficial ownership of any shares of Daleen Common Stock
that may be deemed to be beneficially owned by the Reporting Persons.
During the last five years none of the Reporting Persons and, to the
best knowledge of the Reporting Persons, none of the other persons named in this
Item 2, has been (i) convicted of any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
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as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
No shares of Daleen Common Stock will be purchased pursuant to the
Voting Agreements. The Reporting Persons may be deemed to have obtained
beneficial ownership of Daleen Common Stock pursuant to the Voting Agreements
described below based on the voting power of the Reporting Persons with respect
to the covered shares.
On May 7, 2004, QCP, QSP and QCP-A entered into separate voting
agreements (each, a "Voting Agreement" and collectively, the "Voting
Agreements") with, (a) Behrman Capital II, L.P. and Strategic Entrepreneur Fund
II, L.P. (collectively, the "Behrman Stockholders"); (b) Harbourvest Partners VI
- Direct Fund, L.P. and Harbourvest Partners V - Direct Fund, L.P.
(collectively, the "Harbourvest Stockholders"); and (c) SAIC Venture Capital
Corporation (together with the Behrman Stockholders and the Harbourvest
Stockholders, the "Stockholders"). The Stockholders entered into the Voting
Agreements as an inducement for QCP, QSP and QCP-A to enter into the Investment
Agreement discussed in Item 4 and in consideration thereof. QCP, QSP and QCP-A
have not paid additional consideration to the Stockholders or the Company in
connection with the execution and delivery of the Voting Agreements.
Item 4. Purpose of Transaction.
(a)-(j) On May 7, 2004, (i) QCP, QSP and QCP-A entered into a Transaction
Support Agreement (the "Transaction Support Agreement"), by and among QCP, QSP,
QCP-A, the Company, Daleen Holdings, Inc. ("Newco"), Behrman Capital II, L.P.
("Behrman"), Strategic Entrepreneur Fund II, L.P. ("SEF"), Protek
Telecommunications Solutions Ltd. ("Protek"), Paul A. Beaumont, Geoff Butcher,
and Ian Watterson; (ii) QCP, QSP and QCP-A entered into a Series A Convertible
Redeemable PIK Preferred Stock Investment Agreement (the "Investment Agreement")
by and among QCP, QSP, QCP-A, Behrman, SEF and Newco; (iii) Newco entered into
an Agreement and Plan of Merger and Share Exchange (the "Merger Agreement") by
and among Newco, Parallel Acquisition, Inc. ("Merger Sub"), the Company, Behrman
and SEF; and (iv) Newco entered into a Stock Purchase Agreement (the "Protek
Stock Purchase Agreement") by and among Newco, Protek, Paul A. Beaumont, Geoff
Butcher, Ian Watterson, Michael White, Michael Kersten and Barbara Krystyna
Kalinowsk. Pursuant to the Transaction Support Agreement, subject to certain
conditions, including satisfaction of the conditions to closing contained in the
Investment Agreement, Merger Agreement and Protek Stock Purchase Agreement, the
transactions contemplated by the Investment Agreement, Merger Agreement and
Protek Stock Purchase Agreement will be effected substantially concurrently such
that (a) under the Investment Agreement, QCP, QSP, QCP-A, Behrman and SEF will
invest $30,000,000 in Newco in exchange for 300,000 shares of Series A Preferred
Stock, par value $0.01 per share, of Newco; (b) under the Merger Agreement,
Merger Sub will be merged with and into the Company, with the Company continuing
as the surviving corporation and as a wholly-owned subsidiary of Newco (the
"Merger"); and (c) under the Protek Stock Purchase Agreement, Newco will acquire
all of the issued and outstanding capital stock of Protek. As a result of the
Merger, each issued and outstanding share of Daleen Common Stock will be
automatically
8
converted into the right to receive $0.0384 in cash and each share of Daleen
Preferred Stock (as hereinafter defined) outstanding at the effective time of
the Merger will be automatically converted into the right to receive (i) cash
per share equal to the result obtained by dividing (x) the result obtained by
subtracting from $4,600,000 the sum of all amounts to be paid in respect of
Daleen Common Stock, by (y) the aggregate number of shares of Daleen Preferred
Stock held by record holders, and (ii) a number of fully paid and nonassessable
shares of common stock of Newco equal to the result obtained by dividing (x) the
excess of $34.28 over the per share amount resulting from the calculation in
clause (i) immediately preceding, by (y) $25.00.
All outstanding stock options granted under Company employee and
director stock plans (each, a "Daleen Option"), shall, to the extent not
exercised prior to the date upon which the transactions contemplated by the
Merger Agreement are consummated (the "Closing Date"), be terminated. The
Company has amended the terms of each grant of Daleen Options to provide that
vesting and exercise of each such Daleen Option shall accelerate effective as of
the Closing Date, and that, unless exercised by written notice of exercise
delivered prior to the Closing Date, such Daleen Option shall be terminated
immediately prior to the date and time of the filing of the Certificate of
Merger with the Secretary of State of the State of Delaware (the "Effective
Time") without further action of the Company or the holder thereof.
As of the Effective Time, by virtue of the Merger and the consents set
forth in the Voting Agreements, the Company or the holders thereof, all
outstanding warrants of the Company shall be terminated and cancelled.
Pursuant to the Voting Agreements, each of the Stockholders has agreed
to be present and vote, and has granted to Michael Huber an irrevocable proxy to
vote, all of the Daleen Common Stock and Series F Convertible Preferred Stock,
par value $0.01 per share, of the Company (the "Daleen Preferred Stock"),
beneficially owned by such Stockholder, together with any shares of Daleen
Common Stock and Daleen Preferred Stock acquired after the date of the Voting
Agreements, whether upon exercise of any option, warrant or right to acquire
shares of capital stock of the Company or through any stock dividend or stock
split (collectively, the "Voting Shares"), at any annual or special meeting of
stockholders of the Company where any such proposal is submitted, and in
connection with any written consent of stockholders (including, without
limitation, any vote or consent of any class or series of stockholders to which
such Stockholder belongs), (a) in favor of the Merger Agreement, the merger
contemplated thereby, and each of the other transactions and waivers
contemplated by the Voting Agreements and the Merger Agreement and (b) against
(i) approval of any proposal made in opposition to or in competition with the
Merger or any other transaction contemplated in the Voting Agreements and the
Merger Agreement, (ii) 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 as
contemplated by the Merger Agreement, (iii) any liquidation or winding up of the
Company, (iv) any extraordinary dividend by the Company, (v) any amendment of
the bylaws or certificate of incorporation of the Company and any change in the
capital structure of the Company (in each case other than pursuant to the Voting
Agreements and the Merger Agreement) and (vi) any other action that may
reasonably be expected to impede, interfere with, delay, postpone or attempt to
discourage the consummation of the Merger or any other transaction contemplated
in the Voting Agreements and the Merger Agreement or result in a breach of any
of the covenants, representations, warranties or other obligations or agreements
of the Company under the Merger Agreement which would materially and adversely
affect QCP,
9
QSP, QCP-A, Newco or the Company or their respective abilities to consummate the
Merger or any other transaction contemplated in the Voting Agreements and the
Merger Agreement.
In addition to the other covenants and agreements of the Stockholders
provided for in the respective Voting Agreements, from the date of execution of
the respective Voting Agreement until the first to occur of the Effective Time
or the termination of the respective Voting Agreement, each of the Stockholders
has agreed, generally, not to (a) sell, transfer, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, or limitation on the voting rights of, any
of the Voting Shares, (b) grant any proxies or powers of attorney, deposit any
Voting Shares into a voting trust or enter into a voting agreement with respect
to any Voting Shares, (c) take any action that would cause any representation or
warranty of Stockholder contained in the respective Voting Agreement to become
untrue or incorrect or have the effect of preventing or disabling Stockholder
from performing its obligations under his or its respective Voting Agreement or
(d) commit or agree to take any of the foregoing actions.
Each Voting Agreement will: (a) terminate automatically on the
termination of the Merger Agreement in accordance with its terms and (b) be
deemed satisfied in full and terminated upon the consummation of the Merger and
the other transactions contemplated in the Voting Agreements and the Merger
Agreement, provided, however, that the terms of foregoing paragraph will remain
in effect for the time periods described therein (and until performance of any
applicable obligations thereunder).
The foregoing summary of the Transaction Support Agreement, Investment
Agreement, Merger Agreement, Protek Stock Purchase Agreement and the Voting
Agreements is qualified in its entirety by reference to such agreements, which
are filed as exhibits hereto and are hereby incorporated herein in their
entirety.
The purpose of the Merger is for the Reporting Persons to acquire
control of the Company. Upon consummation of the Merger, the Company will become
a controlled subsidiary of Newco, the shares of Daleen Common Stock will cease
to be freely traded or listed, Daleen Common Stock will be de-registered under
the Securities Act of 1933, as amended, and the Reporting Persons will control
the board of directors of Newco and will make such other changes in the charter,
bylaws, capitalization, management and business of the Company as may be
appropriate in their judgment.
Except as set forth above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The information contained in Item 3 and Item 4 and Rows (11) through
(13) of the cover pages of this Statement on Schedule 13D are incorporated
herein by reference.
(a)-(b) Prior to May 7, 2004, none of the Reporting Persons were beneficial
owners (as defined in Rule 13d-3 promulgated under the Exchange Act) of any
shares of Daleen Common
10
Stock. Upon execution of the Voting Agreements, the Reporting Persons may be
deemed to have acquired sole voting power (for the sole purposes described in
the Voting Agreements) with respect to, and to that extent only, beneficial
ownership of, shares of Daleen Common Stock beneficially owned by each of the
Stockholders. Based on representations made by the Stockholders in their
respective Voting Agreements, the Stockholders subject to the Voting Agreements
beneficially own, and therefore the Reporting Persons may be deemed to
beneficially own, 74,390,606 shares of Daleen Common Stock (including 381,331
shares of Daleen Preferred Stock on an as-converted-to Daleen Common Stock
basis) constituting approximately 72.98% of the total issued and outstanding
shares of Daleen Common Stock (based on 46,929,372 shares of Daleen Common Stock
and 449,237 shares of Daleen Preferred Stock outstanding as of May 7, 2004, as
represented by the Company in the Merger Agreement and giving effect to the
conversion as of May 7, 2004 of all outstanding Daleen Preferred Stock).
Except as disclosed in this Item 5, none of the Reporting Persons nor,
to the best of their knowledge, any of the other persons named in Item 2,
beneficially owns any shares of Daleen Common Stock.
(c) None of the Reporting Persons nor, to the best of their knowledge,
any of the other persons named in Item 2, has effected any transaction in Daleen
Common Stock during the past 60 days.
(d) To the best of the knowledge of the Reporting Persons, each
Stockholder has the right to receive or the power to direct the receipt of the
dividends from, or proceeds from the sale of, the shares of Daleen Common Stock
owned by such Stockholder and reported by this statement.
(e) Not applicable.
References to, and descriptions of, the Merger Agreement and the
Voting Agreements as set forth above in this Item 5 are qualified in their
entirety by reference to such agreements, which are filed as exhibits hereto and
are hereby incorporated in their entirety.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
An agreement among the Reporting Persons with respect to the filing of
this statement is attached hereto as Exhibit 1. The Merger Agreement, the
Investment Agreement and the Voting Agreements are incorporated herein by
reference and are set forth s exhibits hereto.
Item 7. Materials to be Filed as Exhibits.
1. Agreement among the Reporting Persons with respect to the filing of this
Schedule 13D file herewith.
2. Transaction Support Agreement, dated as of May 7, 2004, by and among
Quadrangle Capital Partners LP, Quadrangle Select Partners LP, a Delaware
limited partnership, Quadrangle Capital Partners-A LP, Daleen Technologies,
Inc., Daleen Holdings, Inc.,
11
Behrman Capital II, L.P., a Delaware limited partnership, Strategic
Entrepreneur Fund II, L.P., Protek Telecommunications Solutions Ltd., Paul
A. Beaumont, Geoff Butcher, and Ian Watterson. (Incorporated by reference
to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q (File No.
0-27491) filed on May 17, 2004).
3. Agreement and Plan of Merger and Share Exchange, dated as of May 7, 2004,
by and among Daleen Holdings, Inc., Parallel Acquisition, Inc., Daleen
Technologies, Inc., Behrman Capital II, L.P., and Strategic Entrepreneur
Fund II, L.P. (Incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q (File No. 0-27491) filed on May 17, 2004).
4. Series A Convertible Redeemable PIK Preferred Stock Investment Agreement,
dated as of May 7, 2004, by and among Daleen Holdings, Inc., Quadrangle
Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital
Partners-A LP, Behrman Capital II, L.P., Strategic Entrepreneur Fund II,
L.P., and any other investors who become signatories to this Agreement.
(Incorporated by reference to Exhibit 10.6 to the Company's Quarterly
Report on Form 10-Q (File No. 0-27491) filed on May 17, 2004).
5. Voting Agreement, dated as of May 7, 2004, by and among Behrman Capital II,
L.P., and Strategic Entrepreneur Fund II, L.P., Quadrangle Capital Partners
LP, Quadrangle Select Partners LP, and Quadrangle Capital Partners-A LP,
filed herewith.
6. Voting Agreement, dated as of May 7, 2004, by and among Harbourvest
Partners VI - Direct Fund, L.P., and Harbourvest Partners V - Direct Fund,
L.P., Quadrangle Capital Partners LP, Quadrangle Select Partners LP, and
Quadrangle Capital Partners-A LP, filed herewith.
7. Voting Agreement, dated as of May 7, 2004, by and among SAIC Venture
Capital Corporation, Quadrangle Capital Partners LP, Quadrangle Select
Partners LP, and Quadrangle Capital Partners-A LP, filed herewith.
12
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.
QUADRANGLE CAPITAL PARTNERS LP
By: Quadrangle GP Investors LP,
its General Partner
By: Quadrangle GP Investors LLC,
its General Partner
By: /s/ Michael Huber
-------------------------------
Name: Michael Huber
Title: Managing Member
QUADRANGLE SELECT PARTNERS LP
By: Quadrangle GP Investors LP,
its General Partner
By: Quadrangle GP Investors LLC,
its General Partner
By: /s/ Michael Huber
-------------------------------
Name: Michael Huber
Title: Managing Member
QUADRANGLE CAPITAL PARTNERS-A, LP
By: Quadrangle GP Investors LP,
its General Partner
By: Quadrangle GP Investors LLC,
its General Partner
By: /s/ Michael Huber
-------------------------------
Name: Michael Huber
Title: Managing Member
13
QUADRANGLE GP INVESTORS, LP
By: Quadrangle GP Investors LLC,
its General Partner
By: /s/ Michael Huber
-------------------------------
Name: Michael Huber
Title: Managing Member
QUADRANGLE GP INVESTORS LLC
By: /s/ Michael Huber
-------------------------------
Name: Michael Huber
Title: Managing Member
Date: May 17, 2004
14
EXHIBIT INDEX
Exhibit No.
Exhibit 1 - Agreement among the Reporting Persons with respect to the
filing of this Schedule 13D.
Exhibit 2 Transaction Support Agreement, dated as of May 7, 2004, by and
among Quadrangle Capital Partners LP, a Delaware limited
partnership, Quadrangle Select Partners LP, a Delaware limited
partnership, Quadrangle Capital Partners-A LP, a Delaware limited
partnership, Daleen Technologies, Inc., a Delaware corporation,
Daleen Holdings, Inc., a newly formed Delaware corporation that
is a wholly owned subsidiary of Daleen , Behrman Capital II,
L.P., a Delaware limited partnership, Strategic Entrepreneur Fund
II, L.P., a Delaware limited partnership, Protek
Telecommunications Solutions Ltd., a corporation organized under
the laws of England and Wales, Paul A. Beaumont, Geoff Butcher,
and Ian Watterson.
Exhibit 3 Agreement and Plan of Merger and Share Exchange, dated as of May
7, 2004, by and among Daleen Holdings, Inc., a Delaware
corporation, Parallel Acquisition, Inc., a Delaware corporation
and wholly owned subsidiary of Parent, Daleen Technologies, Inc.,
a Delaware corporation, Behrman Capital II, L.P., a Delaware
limited partnership and Strategic Entrepreneur Fund II, L.P., a
Delaware limited partnership.
Exhibit 4 Series A Convertible Redeemable PIK Preferred Stock Investment
Agreement, dated as of May 7, 2004, by and among Daleen Holdings,
Inc., a newly formed Delaware corporation, Quadrangle Capital
Partners LP, a Delaware limited partnership, Quadrangle Select
Partners LP, a Delaware limited partnership, Quadrangle Capital
Partners-A LP, a Delaware limited partnership, Behrman Capital
II, L.P., a Delaware limited partnership, Strategic Entrepreneur
Fund II, L.P., a Delaware limited partnership, and any other
investors who become signatories to this Agreement.
Exhibit 5 Voting Agreement, dated as of May 7, 2004, by and among Behrman
Capital II, L.P., a Delaware limited partnership and Strategic
Entrepreneur Fund II, L.P., Quadrangle Capital Partners LP, a
Delaware limited partnership, Quadrangle Select Partners LP, a
Delaware limited partnership, and Quadrangle Capital Partners-A
LP, a Delaware limited partnership.
Exhibit 6 Voting Agreement, dated as of May 7, 2004, by and among
Harbourvest Partners VI - Direct Fund, L.P., a Delaware limited
partnership and Harbourvest Partners V - Direct Fund, L.P., a
Delaware limited partnership, Quadrangle Capital Partners LP, a
Delaware limited partnership, Quadrangle Select Partners LP, a
Delaware limited partnership, and Quadrangle Capital Partners-A
LP, a Delaware limited partnership.
15
Exhibit 7 Voting Agreement, dated as of May 7, 2004, by and among SAIC
Venture Capital Corporation, a Nevada corporation, Quadrangle
Capital Partners LP, a Delaware limited partnership, Quadrangle
Select Partners LP, a Delaware limited partnership, and
Quadrangle Capital Partners-A LP, a Delaware limited partnership.
16
AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Schedule 13D filed on or about this date with respect to the beneficial
ownership of the undersigned of common shares of beneficial interest of Daleen
Technologies, Inc. is being filed on behalf of each of the entities named below.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
Dated: May 17, 2004
QUADRANGLE CAPITAL PARTNERS LP
By: Quadrangle GP Investors LP,
its General Partner
By: Quadrangle GP Investors LLC,
its General Partner
By: /s/ Michael Huber
----------------------------------
Name: Michael Huber
Title: Managing Member
QUADRANGLE SELECT PARTNERS LP
By: Quadrangle GP Investors LP,
its General Partner
By: Quadrangle GP Investors LLC,
its General Partner
By: /s/ Michael Huber
----------------------------------
Name: Michael Huber
Title: Managing Member
17
QUADRANGLE CAPITAL PARTNERS-A, LP
By: Quadrangle GP Investors LP,
its General Partner
By: Quadrangle GP Investors LLC,
its General Partner
By: /s/ Michael Huber
-----------------------------------
Name: Michael Huber
Title: Managing Member
QUADRANGLE GP INVESTORS, LP
By: Quadrangle GP Investors LLC,
its General Partner
By: /s/ Michael Huber
-----------------------------------
Name: Michael Huber
Title: Managing Member
QUADRANGLE GP INVESTORS LLC
By: /s/ Michael Huber
-----------------------------------
Name: Michael Huber
Title: Managing Member
18