4//SEC Filing
TCG VENTURES LTD 4
Accession 0001209191-03-022328
CIK 0000895651other
Filed
Sep 18, 8:00 PM ET
Accepted
Sep 19, 8:32 PM ET
Size
13.9 KB
Accession
0001209191-03-022328
Insider Transaction Report
Form 4
TCG VENTURES LTD
10% Owner
Transactions
- Exercise of In-Money
Put Option (Right to Sell)
2003-09-17$0.20/sh−1,982,526$396,505→ 3,965,055 total(indirect: See Footnotes)→ Common Stock (1,982,526 underlying) - Sale
Common Stock
2003-09-17$0.20/sh−1,982,526$396,505→ 5,720,037 total(indirect: See Footnotes)
Footnotes (8)
- [F1]TCG Ventures, Ltd., a Cayman Islands corporation ("TCG Ltd."), is the general partner of Carlyle Venture Partners, L.P., a Cayman Islands exempted limited partnership ("CVP"), and C/S Venture Investors, L.P., a Cayman Islands exempted limited partnership ("C/S").
- [F2]CVP is the direct beneficial owner of more than 10%, and C/S is the direct beneficial owner of less than 10%, of the outstanding shares of common stock of Sight Resource Corporation (the ???Issuer???), in each case on a common stock equivalent basis as of September 17, 2003 after giving effect to convertible and derivative securities that were then currently convertible or exercisable or would become convertible or exercisable within 60 days thereof. CVP and C/S each disclaim beneficial ownership of the Issuer???s securities beneficially owned by each other. In addition, each of CVP and C/S disclaim beneficial ownership of all the Issuer???s securities beneficially owned by Carlyle U.S. Venture Partners, L.P., a Delaware limited partnership (???CUS???), and Carlyle Venture Coinvestment, L.L.C., a Delaware limited liability company (???CVC???). ...
- [F3]... TCG Ventures, L.L.C., a Delaware limited liability company (???TCG???), is the general partner of CUS, and the managing member of CVC. TCG is the sole shareholder of TCG Ltd. TCG Ltd. disclaims beneficial ownership of the Issuer???s securities directly beneficially owned by CUS and CVC and indirectly beneficially owned by TCG. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Ryan Schwarz, a director of the Issuer, is a designee to the Board pursuant to rights granted to CUS, CVC, CVP and C/S by the Issuer. Mr. Schwarz is also a non-managing member of CVC. Mr. Schwarz is also a Principal of entities affiliated with CVC, TCG and TCG Ltd.
- [F4]On September 17, 2003, pursuant to the terms of the Put Agreement (as defined in footnote 6/7 below), CVP sold 1,646,311 shares of Common Stock of the Issuer to the Grantors (as defined in footnote 6/7 below) and C/S sold 336,215 shares of Common Stock of the Issuer to the Grantors. All such shares were sold for $0.20 per share.
- [F5]As of September 17, 2003, following the sale of shares of Common Stock of the Issuer described in footnote 4 above, CVP owned 4,749,979 shares of Common Stock of the Issuer and C/S owned 970,058 shares of Common Stock of the Issuer.
- [F6]CVP and C/S entered into the Put and Right of First Refusal Agreement dated as of December 31, 2002 (the ???Put Agreement???), pursuant to which two affiliates of certain investors in the Issuer granted to CVP and C/S the Put Options (Rights to Sell), representing rights to cause shares of Common Stock of the Issuer held by them to be purchased by such affiliates or their permitted grantor transferees (collectively, the ???Grantors???), in the amounts and under the terms and conditions provided in the Put Agreement. The Put Agreement granted CVP the right to sell up to 4,938,935 shares of Common Stock, and C/S the right to sell up to 1,008,646 shares of Common Stock, over nine quarters beginning on January 1, 2003, at a purchase price equal to the fair market value of the shares of Common Stock of the Issuer determined as of the last day of each quarter for which the put option has been exercised in accordance with the formula set forth in the Put Agreement, provided, ...
- [F7]... that the put price cannot (a) exceed $1.00 per share, or (b) be less than $0.20 per share, provided, further, that the put price at which the first 1,646,311 shares of Common Stock sold by CVP, and the first 336,215 shares sold by C/S and purchased by the Grantors during the last five quarters of the put term cannot be less than $0.30 per share. The put term is subject to extension for periods during which a ???Standoff??? (as defined in the Put Agreement) shall be in effect. In addition, the actual timing of the purchase of the shares of Common Stock put to the Grantors and the number of shares of Common Stock required to be purchased by the Grantors, during any particular quarter and put period, are limited by the terms of the Put Agreement. The Put Agreement has been filed with the Securities and Exchange Commission as Exhibit 3 to Amendment No. 2 to Schedule 13D filed by CUS, CVC, C/S and CVP on January 3, 2003.
- [F8]As of September 17, 2003, following the sale of shares of Common Stock of the Issuer described in footnote 4 above, CVP has the right to sell up to 3,292,624 shares of Common Stock of the Issuer pursuant to the Put Agreement and C/S has the right to sell up to 672,431 shares of Common Stock of the Issuer pursuant to the Put Agreement.
Issuer
SIGHT RESOURCE CORP
CIK 0000895651
Entity typeother
Related Parties
1- filerCIK 0001263653
Filing Metadata
- Form type
- 4
- Filed
- Sep 18, 8:00 PM ET
- Accepted
- Sep 19, 8:32 PM ET
- Size
- 13.9 KB