UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ePresence, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
06698104
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(CUSIP Number)
David J. Schwartz, Esq. Martha D. Vorlicek
Debevoise & Plimpton HarbourVest Partners, LLC
919 Third Avenue One Financial Center
New York, NY 10022 Boston, MA 02111
(212) 909-6000 (617) 348-3707
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
October 22, 2003
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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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [X].Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See
Section 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
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 purposes 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).
(Continued on the following pages)
Page 1 of 12
(1) Names of Reporting Persons HarbourVest Partners, LLC
I.R.S. Identification I.R.S. No. 04-3335829
Nos. of Above Persons (entities only)
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(2) Check the Appropriate Box (a) ___________
if a Member of a Group (b) ___________
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(3) SEC Use Only
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(4) Source of Funds 00
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(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of
Organization Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned 3,947,380
by Each Reporting
Person With ------------------------------------------
(8) Shared Voting Power
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(9) Sole Dispositive Power
3,947,380
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,947,380
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(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
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(13) Percent of Class Represented
by Amount in Row 11 16.5%
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(14) Type of Reporting Person IA
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Page 2 of 12
(1) Names of Reporting Persons D. Brooks Zug
I.R.S. Identification
Nos. of Above Persons (entities only)
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(2) Check the Appropriate Box (a) ___________
if a Member of a Group (b) ___________
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(3) SEC Use Only
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(4) Source of Funds 00
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(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of
Organization USA
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Number of Shares (7) Sole Voting Power
Beneficially Owned
by Each Reporting
Person With ------------------------------------------
(8) Shared Voting Power
3,947,380
------------------------------------------
(9) Sole Dispositive Power
------------------------------------------
(10) Shared Dispositive Power
3,947,380
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,947,380
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 16.5%
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(14) Type of Reporting Person IN
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Page 3 of 12
(1) Names of Reporting Persons Edward W. Kane
I.R.S. Identification
Nos. of Above Persons (entities only)
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(2) Check the Appropriate Box (a) -----------
if a Member of a Group (b) -----------
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(3) SEC Use Only
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(4) Source of Funds 00
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(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of
Organization USA
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Number of Shares (7) Sole Voting Power
Beneficially Owned
by Each Reporting
Person With ------------------------------------------
(8) Shared Voting Power
3,947,380
------------------------------------------
(9) Sole Dispositive Power
------------------------------------------
(10) Shared Dispositive Power
3,947,380
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,947,380
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 16.5%
--------------------------------------------------------------------------------
(14) Type of Reporting Person IN
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Page 4 of 12
(1) Names of Reporting Persons HVP V-Direct Associates LLC
I.R.S. Identification I.R.S. No. 04-3349950
Nos. of Above Persons (entities only)
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(2) Check the Appropriate Box (a) -----------
if a Member of a Group (b) -----------
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(3) SEC Use Only
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(4) Source of Funds 00
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(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of
Organization Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned
by Each Reporting
Person With ------------------------------------------
(8) Shared Voting Power
3,947,380
------------------------------------------
(9) Sole Dispositive Power
------------------------------------------
(10) Shared Dispositive Power
3,947,380
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,947,380
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 16.5%
--------------------------------------------------------------------------------
(14) Type of Reporting Person 00
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Page 5 of 12
(1) Names of Reporting Persons HarbourVest Partners V-Direct
I.R.S. Identification Fund L.P.
Nos. of Above Persons (entities only) I.R.S. No. 04-3349952
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(2) Check the Appropriate Box (a) -----------
if a Member of a Group (b) -----------
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(3) SEC Use Only
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(4) Source of Funds WC
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(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of
Organization Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned
by Each Reporting
Person With ------------------------------------------
(8) Shared Voting Power
3,947,380
------------------------------------------
(9) Sole Dispositive Power
------------------------------------------
(10) Shared Dispositive Power
3,947,380
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,947,380
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 16.5%
--------------------------------------------------------------------------------
(14) Type of Reporting Person PN
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Page 6 of 12
CONTINUATION PAGES TO SCHEDULE 13D
Item 1. Security and Company.
This statement relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of ePresence, Inc., a Massachusetts corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 120
Flanders Road, Westboro, MA 01581.
Item 2. Identity and Background.
(a) This Statement on Schedule 13D is filed by HarbourVest
Partners, LLC ("HarbourVest"), D. Brooks Zug ("Zug"), Edward W. Kane ("Kane"),
HVP V-Direct Associates LLC ("Associates V") and HarbourVest Partners V-Direct
Fund L.P. ("Fund V") (together the "Reporting Persons").
The following individuals are the members of HarbourVest:
Edward W. Kane
D. Brooks Zug
George R. Anson
John M. Begg
Philip M. Bilden
Theodore A. Clark
Kevin S. Delbridge
William A. Johnston
Frederick C. Maynard
Ofer Nemirovsky
Robert M. Wadsworth
Martha DiMatteo Vorlicek
Generally, investment decisions by HarbourVest require the affirmative
consent of both Messrs. Kane and Zug.
Mr. Robert M. Wadsworth serves on Issuer's Board of Directors.
HarbourVest is the sole managing member of Associates V.
Associates V is the sole general partner of Fund V.
(b) The business address for each of the individuals and entities
identified in Item 2(a) above, with the exception of George R. Anson and Philip
M. Bilden, is One Financial Center, 44th Floor, Boston, MA 02111 USA. Mr.
Anson's address is 1-11 Hay Hill, 4th Floor, Berkeley Square, London W1X 7LF
United Kingdom and Mr. Bilden's address is HarbourVest Partners (Asia) Ltd.,
Suite 1207, Citibank Tower 3 Garden Road, Central, Hong Kong.
Page 7 of 12
(c) HarbourVest is a global private equity investment management
firm and is the sole managing member of Associates V. Associates V is the sole
general partner of Fund V. Fund V is a private investment fund. The principal
occupation of each of the individuals named in Item 2(a) above (other than
George R. Anson and Philip M. Bilden) is that of a managing director of
HarbourVest. Mr. Anson is a manager of HarbourVest Partners (U.K.) Limited and
Mr. Bilden is a managing director of HarbourVest Partners (Asia) Limited. The
business addresses for each of these individuals and entities is stated in Item
2(b) above.
(d) and (e) None of the individuals or entities with respect to
whom information is required by this Item 2 has been, during the last five
years, either (i) convicted in a 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 as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
(f) HarbourVest and Associates V are Delaware limited liability
companies. Fund V is a Delaware limited partnership. With the exception of
George R. Anson and William A. Johnston, all of the named individuals are
citizens of the United States. Messrs. Anson and Johnston are Canadian citizens.
Item 3. Source and Amount of Funds or Other Consideration.
The acquisition of the 2,631,580 shares of Common Stock and 657,900
non-voting Common Stock Purchase Warrants with an exercise price per share of
$5.00 and 657,900 non-voting Common Stock Purchase Warrants with an exercise
price per share of $4.50 covered by this Schedule 13D was previously reported on
a Schedule 13G, originally filed by HarbourVest, Kane and Zug on April 10, 1998,
and subsequently amended on February 14, 2000 and February 14, 2001. The source
of funds was Fund V's working capital.
Item 4. Purpose of Transaction.
On October 22, 2003, Issuer signed a definitive agreement with Unisys
Corporation, a Delaware corporation ("Purchaser"), whereby Issuer agreed, among
other things, to sell the assets of its services business to Purchaser (the
"Asset Purchase Agreement"). In connection therewith, also on October 22, 2003,
Fund V entered into a Voting Agreement with Purchaser (the "Voting Agreement")
whereby Fund V agreed to vote or to cause to be voted all of the shares of
Common Stock owned of record or beneficially by Fund V (a) in favor of the
Transactions contemplated by the Asset Purchase Agreement and (b) against
approval of any Acquisition Proposal (as defined in the Asset Purchase
Agreement) and any other action that may reasonably be expected to impede,
interfere with, delay, postpone or attempt to discourage the consummation of the
transactions contemplated by the Asset Purchase Agreement.
Page 8 of 12
The Voting Agreement provides that, if after the date thereof,
HarbourVest acquires beneficial or record ownership of any additional shares of
capital stock of Issuer, such additional shares become subject to the provisions
of the Voting Agreement.
All reference to the Asset Purchase Agreement and the Voting Agreement
and any terms referred to therein in this Schedule 13D are qualified in their
entirety by reference to such agreements, the full text of which are filed as
Exhibits 2 and 3 hereto, respectively, and are incorporated herein by reference.
Except as described herein, none of the individuals or entities named
in Item 2 has any present plans or proposals that relate to or would result in
any of the actions described in Item 4(a) through (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) HarbourVest, as the result of its position as the sole
managing member of Associates V, Zug and Kane, as the result of their positions
as managing members of HarbourVest, Associates V, as the result of its position
as the sole general partner of Fund V, and Fund V, as record and ultimate owner,
may each be deemed to beneficially own an aggregate of 3,947,380 shares of
Common Stock, or 16.5% of the Common Stock currently outstanding (based on
22,654,227 shares of common stock outstanding as of July 31, 2003, as reported
by the Issuer in Form 10-Q filed with the Securities and Exchange Commission on
August 13, 2003), as a result of their beneficial ownership of:
(i) 2,631,580 shares of Common Stock directly owned by
Fund V; and
(ii) 1,315,800 shares of Common Stock, assuming exercise
of 657,900 non-voting Common Stock Purchase Warrants with an exercise price per
share of $5.00 and 657,900 non-voting Common Stock Purchase Warrants with an
exercise price per share of $4.50, directly owned by Fund V.
Kane and Zug disclaim beneficial ownership over any of the
reported securities which they may be deemed to beneficially own, except to the
extent of their pecuniary interest therein.
Mr. Robert M. Wadsworth, a member of HarbourVest and a
director of Issuer ("Wadsworth"), holds 57,000 currently exercisable
non-qualified fully vested stock options to purchase 57,000 shares of Issuer's
Common Stock. If Wadsworth were to exercise all of the currently exercisable
stock options held by him, his ownership percentage based on the number of
shares of Issuer's Common Stock currently outstanding would be 0.25%. Such
options and the underlying securities are not included in the number of shares
owned by the Reporting Persons or in the calculation of their ownership
percentage. Wadsworth disclaims beneficial ownership over all securities
beneficially owned by the Reporting Persons, except to the extent of his
pecuniary interest therein.
Page 9 of 12
(b) HarbourVest, as the result of its position as the sole
managing member of Associates V, may be deemed to have the sole power to vote or
direct the vote of and to dispose of or to direct the disposition of:
(i) 2,631,580 shares of Common Stock directly owned by
Fund V; and
(ii) 1,315,800 shares of Common Stock, assuming exercise
of 657,900 non-voting Common Stock Purchase Warrants with an exercise price per
share of $5.00 and 657,900 non-voting Common Stock Purchase Warrants with an
exercise price per share of $4.50, directly owned by Fund V.
Kane and Zug, as the result of their position as managing members of
HarbourVest, Associates V, as the sole general partner of Fund V, and Fund V, as
record and ultimate owner, may be deemed to share power to vote or direct the
vote of and to dispose of or to direct the disposition of:
(i) 2,631,580 shares of Common Stock directly owned by
Fund V; and
(ii) 1,315,800 shares of Common Stock, assuming exercise
of 657,900 non-voting Common Stock Purchase Warrants with an exercise price per
share of $5.00 and 657,900 non-voting Common Stock Purchase Warrants with an
exercise price per share of $4.50, directly owned by Fund V.
(c) On October 22, 2003, Fund V entered into a Voting Agreement
with Purchaser. See Item 4 above.
(d) Wadsworth has agreed that the proceeds of the exercise of any
options held by him will be remitted to HarbourVest.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
Except as described in this Schedule 13D, none of the individuals or
entities named in Item 2 has any contracts, arrangements, understandings or
relationships (legal or otherwise) with each other or with any person with
respect to any securities of the Issuer, including but not limited to the
transfer of any shares of Common Stock, finder's fees, joint ventures,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Page 10 of 12
Item 7. Material to be Filed as Exhibits
Exhibit 1. Joint Filing Agreement, dated November 3, 2003.
Exhibit 2. Asset Purchase Agreement, dated October 22, 2003, among ePresence,
Inc. and Unisys Corporation (incorporated herein by reference to
Exhibit 99.2 to Current Report on Form 8-K filed by ePresence, Inc.
on October 23, 2003).
Exhibit 3. Voting Agreement, dated October 22, 2003, between HarbourVest
Partners V-Direct Fund, L.P. and Unisys Corporation (filed
herewith).
Page 11 of 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.
Date: November 3, 2003
HARBOURVEST PARTNERS, LLC
By: /s/ Edward W. Kane
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Name: Edward W. Kane
Title: Member
/s/ Edward W. Kane
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Edward W. Kane
/s/ D. Brooks Zug
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D. Brooks Zug
HVP V-DIRECT ASSOCIATES LLC
By: HARBOURVEST PARTNERS, LLC
Its Managing Member
By /s/ Edward W. Kane
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Name: Edward W. Kane
Title: Member
HARBOURVEST PARTNERS V-DIRECT FUND L.P.
By: HVP V-DIRECT ASSOCIATES LLC
Its General Partner
By: HARBOURVEST PARTNERS, LLC
Its Managing Member
By: /s/ Edward W. Kane
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Name: Edward W. Kane
Title: Member
Page 12 of 12