FORM 10-K SECURITIES
AND
EXCHANGE COMMISSION |
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) |
For the period ended October 31, 2000 or |
[_] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (no fee required) |
Commission File Number 000-28405 MEVC DRAPER FISHER
JURVETSON FUND I, INC. |
DELAWARE (State or other jurisdiction of incorporation or organization) |
94-3346760 (I.R.S. Employer Identification No.) |
991 Folsom Street San Francisco, California (Address of principal executive offices) |
94107-1020 (Zip Code) |
Registrants telephone number, including area code: (877) 474-6382 Securities registered pursuant to Section 12(b) of the Act: |
Title of each class Common Stock |
Name of each exchange on which registered New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Approximate aggregate market value of common stock held by non-affiliates of the registrant: $172,082,144, computed on the basis of $10.4375 per share, closing price of the common stock on the New York Stock Exchange on December 14, 2000. For purposes of calculating this amount only, all directors and executive officers of the registrant have been treated as affiliates. There were 16,500,000 shares of the registrants common stock, $.01 par value, outstanding as of December 14, 2000. The net asset value of a share at October 31, 2000 was $18.88. |
meVC Draper Fisher Jurvetson Fund I, Inc. | |||||||
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(A Delaware Corporation) | |||||||
Index | |||||||
Part I | Page |
||||||
Item 1 | Business | 01 | |||||
Item 2 | Properties | 12 | |||||
Item 3 | Legal Proceedings | 12 | |||||
Item 4 | Submission of Matters to a Vote of Security Holders | 12 | |||||
Part II | |||||||
Item 5 | Market for Registrants Common Equity and Related Stockholder Matters | 13 | |||||
Item 6 | Selected Financial Data | 13 | |||||
Item 7 | Managements Discussion and Analysis of Financial Condition and Results of Operations | 14 | |||||
Item 7A | Quantitative and Qualitative Disclosure about Market Risk | 16 | |||||
Item 8 | Financial Statements and Supplementary Data | 17 | |||||
Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | 34 | |||||
Part III | |||||||
Item 10 | Directors and Executive Officers of the Registrant | 34 | |||||
Item 11 | Executive Compensation | 36 | |||||
Item 12 | Security Ownership of Certain Beneficial Owners and Management | 37 | |||||
Item 13 | Certain Relationships and Related Transactions | 38 | |||||
Part IV | |||||||
Item 14 | Exhibits, Financial Statement Schedules and Reports on Form 8-K | 38 | |||||
SIGNATURE | 40 |
| The presence or availability of strong management teams; |
| Favorable industry and competitive dynamics; |
| Markets characterized by rapid growth and new product adaptation. |
infoUSA.com, Inc. infoUSA.com, Inc. (infoUSA.com), Foster City, California, provides comprehensive and accurate directory information plus targeted mailing lists for Internet and wireless users. The infoUSA.com site provides customizable sales leads, business and consumer information and database marketing services that enable businesses to compete more effectively. At October 31, 2000 the Funds investment in infoUSA.com, valued at approximately $10,000,000 with a cost of approximately $10,000,000, consisted of 2,145,922 shares of Series B Convertible Preferred Stock at $4.66 per share. Endymion Systems, Inc. Endymion Systems (Endymion Systems), Oakland, California, is an information technology consultancy that provides full-service e-commerce solutions to its clients. From computing environments, networks and back-office applications to middleware and websites, Endymion Systems assists customers in moving their business models to the Web. At October 31, 2000 the Funds investment in Endymion Systems, valued at $7,000,000 with a cost of $7,000,000, consisted of 7,156,760 shares of Series A Convertible Preferred Stock at $.9781 per share. EXP.com, Inc. EXP.com, Inc. (EXP), Menlo Park, California, provides individuals seeking advice with access to qualified experts and service providers in over 300 topic areas within the business, technology, and personal interests categories. Their site attracts millions of visitors each month, enabling interaction with experts via email, chat session, and phone. The company also powers expert networks for corporations and destination Web sites. At October 31, 2000 the Funds investment in EXP, valued at approximately $10,000,000 with a cost of approximately $10,000,000, consisted of 1,748,252 shares of Series C Convertible Preferred Stock at $5.72 per share. InfoImage, Inc. InfoImage, Inc. (InfoImage), Phoenix, Arizona, helps companies increase their decision-making efficiency with intranet/extranet solutions using Web and collaborative technologies. The cornerstone of its product and service offerings is InfoImage freedom, a decision portal software product allowing access to structured and unstructured data, advanced personalization, intuitive search, business intelligence and collaboration tools. At October 31, 2000 the Funds investment in InfoImage, valued at $2,004,480 with a cost of $2,004,480, consisted of 432,000 shares of Series C Convertible Preferred Stock at $4.64 per share. The Fund also received 259,200 warrants to purchase 259,200 shares of Series C Preferred Stock. The warrants expire at the earlier of (i) June 2, 2010 or (ii) InfoImages Qualified Initial Public Offering (Qualified IPO). AuctionWatch.com, Inc. AuctionWatch.com, Inc. (AuctionWatch), San Bruno, California, provides services which afford businesses with the tools and software necessary to efficiently distribute merchandise and acquire customers, while providing a convenient comparison-shopping service for buyers to locate and purchase these products. AuctionWatchs services fall into three main categories: seller services, buyer services, and post sale management solutions. At October 31, 2000 the Funds investment in AuctionWatch, valued at $5,500,000 with a cost of $5,500,000, consisted of 1,047,619 shares of Series C Convertible Preferred Stock at $5.25 per share. Foliofn, Inc. Foliofn, Inc. (Foliofn), Vienna, Virginia, together with its wholly owned brokerage subsidiary Foliofn Investments, Inc., is harnessing the power of the Internet to enable individual and smaller institutional investors to invest and trade better, smarter, and easier. Foliofn's first product, FOLIO investing, offers a whole new way to invest and trade, combining many of the best qualities of mutual funds, traditional brokerage services, and on-line trading. FOLIO investing, lets investors buy and sell personalized baskets of stocks known as FOLIOs. At October 31, 2000 the Funds investment in Foliofn, valued at $15,000,000 with a cost of $15,000,000, consisted of 5,802,259 shares of Series C Convertible Preferred Stock at $2.59 per share. Mr. Grillos, the Chief Executive Officer of the Fund, serves as a director of Foliofn. 4 |
Lumeta Corporation Lumeta Corporation (Lumeta), Murray Hills, New Jersey, is a developer of network management, security, and auditing solutions. The company provides businesses with a comprehensive analysis of their network security that reveals the vulnerabilities and inefficiencies of their company intranets. The company also facilitates network optimization and IT management during integration processes such as mergers. At October 31, 2000 the Funds investment in Lumeta, valued at $250,000 with a cost of $250,000, consisted of 384,615 shares of Series A Convertible Preferred Stock at $0.65 per share. Ross H. Goldstein, non-managing member of Draper Advisers, serves as a director of Lumeta. TEMPORARY INVESTMENTSPending investment in Portfolio Companies, the Fund invests its available funds in interest-bearing bank accounts, money market mutual funds, U.S. Treasury securities and/or certificates of deposit with maturities of less than one year (collectively, Temporary Investments). Temporary Investments may also include commercial paper and other short-term securities. Temporary Investments constituting cash, cash items, securities issued or guaranteed by the U.S. Treasury or U.S. Government agencies and high quality debt securities (commercial paper rated in the highest rating category by Moodys Investor Services, Inc. or Standard and Poors Corporation) will qualify in determining whether the Fund has 70% of its total assets invested in Managed Companies (as hereafter defined) or in qualified Temporary Investments for purposes of the business development company provisions of the Investment Company Act. See Regulation below. FOLLOW-ON INVESTMENTSFollowing its initial investment in a portfolio company, the Fund may be requested to make follow-on investments in the company. Follow-on investments may be made to take advantage of warrants or other preferential rights granted to the Fund or otherwise to increase the Funds position in a successful or promising portfolio company. The Fund may also be called upon to provide additional equity or loans needed by a portfolio company to fully implement its business plans, to develop a new line of business or to recover from unexpected business problems. DISPOSITION OF INVESTMENTSThe method and timing of the disposition of the Funds portfolio investments is critical to the realization of capital appreciation and to the minimization of any capital losses. The Fund expects to dispose of its portfolio securities through a variety of transactions, including sales of portfolio securities in underwritten public offerings, public sales of such securities and negotiated private sales of such securities to other investors. The Fund bears the costs of disposing of investments to the extent not paid by a portfolio company. OPERATING EXPENSESThe Adviser, at its expense, provides the Fund with office space, facilities, equipment and personnel (whose salaries and benefits are paid by the Adviser) necessary for the conduct of the Funds business. The Adviser has agreed to pay certain expenses relating to the Funds operations, including fees and expenses of the Independent Directors; fees of unaffiliated transfer agents, registrars and disbursing agents; legal and accounting expenses; costs of printing and mailing proxy materials and reports to shareholders; New York Stock Exchange fees; custodian fees; litigation costs; costs of disposing of investments including brokerage fees and commissions; and other extraordinary or nonrecurring expenses and other expenses properly payable by the Adviser. The Fund is responsible for paying the Management Fee to the Adviser. 6 |
VALUATIONInvestments in portfolio companies are carried at fair value with the net change in unrealized appreciation or depreciation included in the determination of net assets. Cost is used to approximate fair value of these investments until significant developments affecting an investment provide a basis for valuing such investment at a number other than cost. The fair value of investments for which no market exists and for which our Board of Directors has determined that the original cost of the investment is no longer an appropriate valuation will be determined on the basis of procedures established in good faith by the Board of Directors. Valuations will be based upon such factors as the financial and/or operating results of the most recent fiscal period, the performance of the company relative to planned budgets/forecasts, the issuers financial condition and the markets in which it does business, the prices of any recent transactions or offerings regarding such securities or any proxy securities, any available analysis, media, or other reports or information regarding the issuer, or the markets or industry in which it operates, the nature of any restrictions on disposition of the securities and other analytical data. In the case of unsuccessful operations, the valuation may be based upon anticipated liquidation proceeds. Because of the inherent uncertainty of the valuation of portfolio securities which do not have readily ascertainable market values, the Funds estimate of fair value may significantly differ from the fair market value that would have been used had a ready market existed for the securities. Appraised values do not reflect brokers fees or other normal selling costs which might become payable on disposition of such investments. Investments in companies whose securities are publicly traded are valued at their quoted market price, less a discount to reflect the estimated effects of restrictions on the sale of such securities (Valuation Discount), if applicable. Short-term investments having maturities of 60 days or less are stated at amortized cost, which approximates fair value. Other fixed income securities are stated at fair value. Fair value of these securities is determined at the most recent bid or yield equivalent from dealers that make markets in such securities. The directors review the valuation policies on a quarterly basis or more frequently if deemed necessary to determine their appropriateness and may also hire independent firms to review the Advisers methodology of valuation or to conduct an independent valuation. CUSTODIANThe Fund has entered into an agreement with State Street Bank and Trust Co. to act as the custodian with respect to the safekeeping of its securities. The principal business office of the custodian is 225 Franklin Street, Boston, Massachusetts, 02110. TRANSFER AGENT AND DISBURSING AGENTThe Fund employs Equiserve as its transfer agent to record transfers of the shares, maintain proxy records and to process distributions. The principal business office of such company is 150 Royall Street, Canton, Massachusetts, 02021. 7 |
FACTORS THAT MAY AFFECT FUTURE RESULTS, THE MARKET PRICE OF COMMON STOCK, AND THE ACCURACY OF FORWARD-LOOKING STATEMENTSIn the normal course of its business, the Fund, in an effort to keep its stockholders and the public informed about the Funds operations and portfolio of investments, may from time-to-time issue certain statements, either in writing or orally, that contain or may contain forward-looking information. Generally, these statements relate to business plans or strategies of the Fund or Portfolio Companies in which it invests, projected or anticipated benefits or consequences of such plans or strategies, projected or anticipated benefits of new or follow-on investments made by or to be made by the Fund, or projections involving anticipated purchases or sales of securities or other aspects of the Funds operating results. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially. As noted elsewhere in this report, the Funds operations and portfolio of investments are subject to a number of uncertainties, risks, and other influences, many of which are outside the control of the Fund, and any one of which, or a combination of which, could materially affect the results of the Funds operations or net asset value, the market price of its common stock, and whether forward-looking statements made by the Fund ultimately prove to be accurate. The following discussion outlines certain factors that in the future could affect the Funds results for 2000 and beyond and cause them to differ materially from those that may be set forth in any forward-looking statement made by or on behalf of the Fund: LONG-TERM OBJECTIVE. The Fund is intended for investors seeking long-term capital growth. The Fund is not meant to provide a vehicle for those who wish to play short-term swings in the stock market. The portfolio securities acquired by the Fund generally require several or many years to reach maturity and generally are illiquid. An investment in shares of the Fund should not be considered a complete investment program. Each prospective purchaser should take into account their investment objectives as well as their other investments when considering the purchase of shares of the Fund. NON-DIVERSIFIED STATUS; NUMBER OF INVESTMENTS. The Fund is classified as a non-diversified investment company under the Investment Company Act, which means the Fund is not limited in the proportion of its assets that may be invested in the securities of a single issuer. Generally, the Fund does not intend to initially invest more than 5% of the value of its net assets in a single portfolio company. However, follow-on investments or a disproportionate increase in the value of one portfolio company may result in greater than 5% of the Funds net assets being invested in a single portfolio company. While these restrictions limit the exposure of the capital of the Fund in any single investment, to the extent the Fund takes large positions in the securities of a small number of issuers, the Fund will be exposed to a greater risk of loss and the Funds net asset value and the market price of its common stock may fluctuate as a result of changes in the financial condition, the stock price of, or in the markets assessment of any single portfolio company to a greater extent than would be the case if it were a diversified company holding numerous investments. The Fund currently has investments in 16 Portfolio Companies, of which none exceed 5% of the net asset value. LACK OF LIQUIDITY OF PORTFOLIO INVESTMENTS. The portfolio investments of the Fund consist principally of securities that are subject to restrictions on sale because they were acquired from the issuer in private placement transactions or because the Fund is deemed to be an affiliate of the issuer. Generally, the Fund will not be able to sell these securities publicly without the expense and time required to register the securities under the Securities Act and applicable state securities law unless an exemption from such registration requirements is available. In addition, contractual or practical limitations may restrict the Funds ability to liquidate its securities in Portfolio Companies since in many cases the securities of such companies will be privately held and the Fund may own a relatively large percentage of the issuers outstanding securities. Sales may also be limited by securities market conditions, which may be unfavorable for sales of securities of particular issuers or issuers in particular industries. The above limitations on liquidity of the Funds securities could preclude or delay any disposition of such securities or reduce the amount of proceeds that might otherwise be realized. 8 |
NEED FOR FOLLOW-ON INVESTMENTS IN PORTFOLIO COMPANIES. After its initial investment in a portfolio company, the Fund may be called upon from time to time to provide additional funds to such company or have the opportunity to increase its investment in a successful situation, e.g., the exercise of a warrant to purchase common stock. There is no assurance that the Fund will make, or have sufficient funds to make, follow-on investments. Any decision by the Fund not to make a follow-on investment or any inability on its part to make such an investment may have a negative impact on a portfolio company in need of such an investment or may result in a missed opportunity for the Fund to increase its participation in a successful operation and may dilute the Funds equity interest in or reduce the expected yield on its investment. COMPETITION FOR INVESTMENTS. The Fund encounters competition from other persons or entities with similar investment objectives. These competitors include venture capital partnerships, investment partnerships and corporations, small business investment companies, large industrial and financial companies investing directly or through affiliates, other business development companies, foreign investors of various types and individuals. Many of these competitors have greater financial resources and more personnel than the Fund and may be subject to different and frequently less stringent regulation. LOSS OF CONDUIT TAX TREATMENT. The Fund may cease to qualify for conduit tax treatment if it is unable to comply with the diversification requirements contained in Subchapter M of the Code. Subchapter M requires that at the end of each quarter (i) at least 50% of the value of the Funds assets must consist of cash, government securities and other securities of any one issuer that do not represent more than 5% of the value of the Funds total assets and 10% of the outstanding voting securities of such issuer, and (ii) no more than 25% of the value of the Funds assets may be invested in the securities of any one issuer (other than United States government securities), or of two or more issuers that are controlled by the Fund and are engaged in the same or similar or related trades or businesses. If the Fund fails to satisfy such diversification requirements and ceases to qualify for conduit tax treatment, the Fund will be subject to income tax on its income and gains and stockholders will be subject to income tax on distributions. The Fund may also cease to qualify for conduit tax treatment, or be subject to a 4% excise tax, if it fails to distribute a sufficient portion of its net investment income and net realized capital gains. MARKET VALUE AND NET ASSET VALUE. The shares of the Funds common stock are listed on the NYSE. Investors desiring liquidity may trade their shares of common stock on the NYSE at current market value, which may differ from the then current net asset value (Shareholders Equity). Shares of closed-end investment companies frequently trade at a discount from net asset value. This characteristic of shares of a closed-end fund is a risk separate and distinct from the risk that the Funds net asset value will decrease. The risk of purchasing shares of a closed-end fund that might trade at a discount is more pronounced for investors who wish to sell their shares in a relatively short period of time because for those investors, realization of a gain or loss on their investments is likely to be more dependent upon the existence of a premium or discount than upon portfolio performance. The Funds shares have traded at a significant discount to net asset value since they began trading. For information concerning the trading history of the Funds shares see Market for Registrants Common Stock and Related Stockholder Matters. VALUATION OF INVESTMENTS. The Funds net asset value is based on the value assigned to its portfolio investments. Investments in companies whose securities are publicly traded are valued at their quoted market price, less a discount to reflect the estimated effects of restrictions on the sale of such securities, if applicable. The Fund adjusts its net asset value for changes in the value of its publicly held securities, if any, on a daily basis. The value of the Funds investments in securities for which market quotations are not available is determined as of the end of each fiscal quarter but monitored daily in case there is a significant event requiring a change in valuation in the interim. Cost is used to approximate fair value of such investments until significant developments affecting an investment provide a basis for use of an appraisal valuation. Thereafter, such portfolio investments are carried at appraised values as determined at least quarterly. Due to the inherent uncertainty of the valuation of portfolio securities which do not have readily ascertainable market values, the Funds estimate of fair value may significantly differ from the fair value that would have been used had a ready market existed for the securities. At October 31, 2000, 100% of the preferred stocks in portfolio companies held by the Fund, representing approximately 34.53% of the Funds net asset value, were invested in securities for which market quotations were not readily available. See Valuation. 9 |
Making available significant managerial assistance is defined under the Investment Company Act to mean (i) any arrangement whereby a business development company, through its directors, officers or employees, offers to provide and, if accepted, does provide significant guidance and counsel concerning the management, operations or business objectives or policies of a portfolio company or (ii) the exercise of a controlling influence over the management or policies of a portfolio company by the business development company acting individually or as part of a group of which the business development company is a member acting together which controls such company (Managed Company). A business development company may satisfy the requirements of clause (i) with respect to a portfolio company by purchasing securities of such a company as part of a group of investors acting together if one person in such group provides the type of assistance described in such clause. However, the business development company will not satisfy the general requirement of making available significant managerial assistance if it only provides such assistance indirectly through an investor group. A business development company need only extend significant managerial assistance with respect to portfolio companies which are treated as Qualifying Assets (as defined below) for the purpose of satisfying the 70% test discussed below. The Investment Company Act prohibits or restricts the Fund from investing in certain types of companies, such as brokerage firms, insurance companies, investment banking firms and investment companies. Moreover, the Investment Company Act limits the type of assets that the Fund may acquire to Qualifying Assets and certain assets necessary for its operations (such as office furniture, equipment and facilities) if, at the time of the acquisition, less than 70% of the value of the Funds total assets consists of qualifying assets. Qualifying Assets include (i) securities of companies that were eligible portfolio companies at the time that the Fund acquired their securities; (ii) securities of companies that are actively controlled by the Fund; (iii) securities of bankrupt or insolvent companies that are not otherwise eligible portfolio companies; (iv) securities acquired as follow-on investments in companies that were eligible portfolio companies at the time of the Funds initial acquisition of their securities but are no longer eligible portfolio companies, provided that the Fund has maintained a substantial portion of its initial investment in such companies; (v) securities received in exchange for or distributed on or with respect to any of the foregoing; and (vi) cash items, government securities and high-quality, short-term debt. The Investment Company Act also places restrictions on the nature of the transactions in which, and the persons from whom, securities can be purchased in order for such securities to be considered Qualifying Assets. As a general matter, Qualifying Assets may only be purchased from the issuer or an affiliate in a transaction not constituting a public offering. The Fund may not purchase any security on margin, except such short-term credits as are necessary for the clearance of portfolio transactions, or engage in short sales of securities. The Fund is permitted by the Investment Company Act, under specified conditions, to issue multiple classes of senior debt and a single class of preferred stock senior to the common stock if its asset coverage, as defined in the Investment Company Act, is at least 200% after the issuance of the debt or the senior stockholders interests. In addition, provisions must be made to prohibit any distribution to common shareholders or the repurchase of any shares unless the asset coverage ratio is at least 200% at the time of the distribution or repurchase. The Fund generally may sell its securities at a price that is below the prevailing net asset value per share only upon the approval of the policy by shareholders holding a majority of the shares issued by the Fund, including a majority of shares held by nonaffiliated shareholders. The Fund may, in accordance with certain conditions established by the SEC, sell shares below net asset value in connection with the distribution of rights to all of its stockholders. The Fund may also issue shares at less than net asset value in payment of dividends to existing shareholders. Since the Fund is a closed-end business development company, stockholders have no right to present their shares to the Fund for redemption. Recognizing the possibility that the Funds shares might trade at a discount, the Board of Directors of the Fund has determined that it would be in the best interest of stockholders for the Fund to be authorized to attempt to reduce or eliminate a market value discount from net asset value. Accordingly, the Fund from time to time may, but is not required to, repurchase its shares (including by means of tender offers) to attempt to reduce or eliminate any discount or to increase the net asset value of its shares, or both. 11 |
QUARTER ENDED |
HIGH |
LOW | |||
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04/30/00 | N/A* | N/A* | |||
07/31/00 | $19.25 | $14.8125 | |||
10/31/00 | $15.6875 | $11.3125 |
* | Fund commenced trading on the NYSE on June 26, 2000 |
Item 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsThis report contains certain statements of a forward-looking nature relating to future events or the future financial performance of the Company and its investment in portfolio companies. Words such as may, will, expect, believe, anticipate, intend, could, estimate, might, or continue or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. Forward-looking statements are included in this report pursuant to the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. Such statements are only predictions and the actual events or results may differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those relating to investment capital demand, pricing, market acceptance, the effect of economic conditions, litigation and the effect of regulatory proceedings, competitive forces, the results of financing and investing efforts, the ability to complete transactions and other risks identified below or in the Companys filings with the Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. The following analysis of the financial condition and results of operation of the Company should be read in conjunction with the Financial Statements, the Notes thereto and the other financial information included elsewhere in this report. GENERAL INVESTMENT CLIMATESince the Funds launch on March 31, 2000, volatility in the public markets has helped to contribute to a general improvement in the long-term investment climate for private equity. Prior to the Funds launch, high prices for the shares of publicly traded technology companies were being reflected in valuations of private companies. Over the past few months, however, we were able to take advantage of the decline in private company valuations to invest at generally reducing prices as compared to earlier in the year. We believe that the correction in stock prices for both public and privately held technology companies is a positive development for the long-term investor. It has brought a renewed sense of perspective to the investment process and reversed the trend of bringing companies to market prematurely. Instead, venture capitalists are returning to the traditional route of offering young companies their expert guidance over a number of years to help them build strong, long-term franchises. We believe that companies nurtured in this manner have a better chance to succeed in the markets for exciting new technologies. In addition, we believe that these types of companies are likely to continue to be more insulated from fluctuations in the public markets. The Fund will continue to exercise a disciplined investment approach through risk management and diversification, and to invest primarily in the Internet, e-commerce, telecommunications, networking software, and information services industries. LIQUIDITY AND CAPITAL RESOURCESAt October 31, 2000, the Fund had $107,554,476 of its net assets (the value of total assets less total liabilities) of $311,446,739 invested in portfolio securities of sixteen companies and $203,919,782 of its net assets invested in temporary cash investments consisting of Certificates of Deposit, Commercial Paper, Money Market Funds, and US Government and Agency Securities. Current balance sheet resources are believed to be sufficient to finance any future commitments. Net cash used by operating activities was ($195,889,834) for the period ended October 31, 2000. Net investment income and net realized gains from the sales of portfolio investments are intended to be distributed at least annually. Management believes that its cash reserves and the ability to sell its temporary investments in publicly traded securities are adequate to provide payment for any expenses and contingencies of the Fund. 14 |
Item 8. Financial Statements and Supplementary DataFINANCIAL STATEMENTSmeVC Draper Fisher Jurvetson Fund I, Inc.
|
ASSETS | |||
Investments in preferred stocks, at fair value | |||
(cost $112,554,476), (Note 2) | $107,554,476 | ||
Investments in short-term securities, at market value | |||
(cost $88,073,112), (Note 2) | 88,159,616 | ||
Cash and cash equivalents | |||
(cost $115,759,680), (Note 2) | 115,760,166 | ||
Interest receivable | 640,620 | ||
Total Assets | 312,114,878 | ||
LIABILITIES AND SHAREHOLDERS EQUITY | |||
Liabilities: | |||
Management fee payable (Notes 3, 5) | 668,139 | ||
Shareholders Equity: | |||
Common Stock, $0.01 par value; 150,000,000 shares | |||
authorized and 16,500,000 outstanding | |||
at October 31, 2000 | 165,000 | ||
Additional paid in capital | 311,485,000 | ||
Retained deficit | (203,261 | ) | |
Total Shareholders Equity | 311,446,739 | ||
Total Liabilities and Shareholders Equity | $312,114,878 | ||
Net Asset Value Per Share | $18.88 | ||
The accompanying notes are an integral part of these financial statements. 17 |
meVC Draper Fisher Jurvetson Fund I, Inc.
|
Investment Income: | |||||
Interest income | $ | 9,325,822 | |||
Operating Expenses: | |||||
Management fees (Notes 3, 5) | 4,615,284 | ||||
Net investment income | 4,710,538 | ||||
Net Realized and Unrealized Loss on | |||||
Investment Transactions: | |||||
Net realized loss on | |||||
investment transactions | (789 | ) | |||
Net unrealized depreciation on | |||||
investment transactions | (4,913,010 | ) | |||
Realized and unrealized gain (loss) on | |||||
investment transactions | (4,913,799 | ) | |||
Net decrease in net assets resulting | |||||
from operations | $ | (203,261 | ) | ||
Net decrease in net assets resulting | |||||
from operations per share | $ | (0.01 | ) | ||
Dividends declared per Share | $ | 0.00 | |||
* | Commencement of operations. |
The accompanying notes are an integral part of these financial statements. 18 |
meVC Draper Fisher Jurvetson Fund I, Inc.
|
Cash Flows from Operating Activities: | ||||||||
Net decrease in net assets resulting from operations | $ | (203,261 | ) | |||||
Adjustments to reconcile net cash provided by operations: | ||||||||
Change in Realized loss | 789 | |||||||
Change in Unrealized depreciation | 4,913,010 | |||||||
Changes in assets and liabilities: | ||||||||
Management fee payable | 668,139 | |||||||
Interest receivable | (640,620 | ) | ||||||
Purchases of preferred stock | (112,554,476 | ) | ||||||
Purchases of short-term investments | (102,055,901 | ) | ||||||
Purchases of cash equivalents | (2,508,601,655 | ) | ||||||
Sales/Maturities of short-term investments | 14,983,808 | |||||||
Sales/Maturities of cash equivalents | 2,507,600,333 | |||||||
Net cash used by operating activities | (195,889,834 | ) | ||||||
Cash Flows from Financing Activities: | ||||||||
Gross proceeds from initial public offering | 330,000,000 | |||||||
Sales load | (16,500,000 | ) | ||||||
Advisory fee, Prudential Securities Incorporated | (1,500,000 | ) | ||||||
Offering costs (Note 2) | (350,000 | ) | ||||||
Redemption of seed money | (5,000 | ) | ||||||
Net cash provided for financing activities | 311,645,000 | |||||||
Net change in cash and cash equivalents for the period | 115,755,166 | |||||||
Cash and cash equivalents, beginning of period | 5,000 | |||||||
Cash and cash equivalents, end of the period | $ | 115,760,166 | ||||||
* Commencement of operations | ||||||||
The Company paid no interest or federal income tax during the period |
The accompanying notes are an integral part of these financial statements. 19 |
meVC Draper Fisher Jurvetson Fund I, Inc.
|
Common Stock |
Additional Paid in Capital |
Retained Deficit |
Total Shareholders Equity | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at March 31, 2000 | $ | 3 | $ | 4,997 | $ | | $ | 5,000 | ||||||
Issuance of 16,500,000 shares through | ||||||||||||||
Initial public offering (Net of Offering Costs) | 165,000 | 311,485,000 | | 311,650,000 | ||||||||||
Redemption of seed shares | (3 | ) | (4,997 | ) | | (5,000 | ) | |||||||
Net decrease in net assets from operations | | | (203,261 | ) | (203,261 | ) | ||||||||
Balance at October 31, 2000 | $ | 165,000 | $ | 311,485,000 | $ | (203,261 | ) | $ | 311,446,739 | |||||
* Commencement of operations. |
The accompanying notes are an integral part of these financial statements. 20 |
meVC Draper Fisher Jurvetson Fund I, Inc.
|
Net proceeds from initial public offering (a) | $ | 18.89 | ||||
Income (loss) from investment operations: | ||||||
Net investment income | 0.29 | |||||
Net realized and unrealized loss on investments | (0.30 | ) | ||||
Total from investment operations | (0.01 | ) | ||||
Less distributions from and in excess of: | ||||||
Net investment income | | |||||
Net realized and unrealized gain | | |||||
Total distributions | | |||||
Net asset value, end of period | $ | 18.88 | ||||
Market Value, end of period | $ | 11.50 | ||||
Total Return - At NAV (b) | (0.05 | )% | ||||
Total Return - At Market (b, c) | (42.50 | )% | ||||
Ratios and Supplemental Data: | ||||||
Net assets, end of period (in thousands) | 311,447 | |||||
Ratios to average net assets: | ||||||
Expenses (d) (Note 3) | 2.50 | % | ||||
Net investment income | 1.49 | % |
Notes to Supplemental Information: |
* | Commencement of operations. |
(a) | Net of initial sales load, underwriting and offering costs of $1.11 per share |
(b) | Total investment return does not include sales charge |
(c) | For the period June 26, 2000 (commencement of trading on the NYSE) to October 31, 2000 |
(d) | Annualized. |
The accompanying notes are an integral part of these financial statements. 21 |
meVC Draper Fisher Jurvetson Fund I, Inc.
|
Description | Shares/Principal | Date of Initial Investment |
Cost | Value | |||||
---|---|---|---|---|---|---|---|---|---|
Preferred Stocks 34.53% (a, b) (Note 6, 7) | |||||||||
Annuncio Software Inc., Series E | 625,000 | July 2000 | $ 5,000,000 | $ 5,000,000 | |||||
AuctionWatch.com, Inc., Series C | 1,047,619 | June 2000 | 5,500,000 | 5,500,000 | |||||
Cidera, Inc., Series D | 857,192 | Aug 2000 | 7,500,001 | 7,500,001 | |||||
*Endymion Systems, Inc., Series A | 7,156,760 | June 2000 | 7,000,000 | 7,000,000 | |||||
*eOnline, Inc.: | |||||||||
Series C | 1,360,544 | May 2000 | 9,999,998 | 9,999,998 | |||||
Series C Warrants, expire 5/25/03 | 136,054 | May 2000 | | | |||||
*EXP.com, Inc., Series C | 1,748,252 | June 2000 | 10,000,001 | 10,000,001 | |||||
*eYak, Inc., Series C | 2,590,674 | June 2000 | 10,000,000 | 10,000,000 | |||||
*Foliofn, Inc., Series C | 5,802,259 | June 2000 | 15,000,000 | 15,000,000 | |||||
InfoImage, Inc.: | |||||||||
Series C | 432,000 | June 2000 | 2,004,480 | 2,004,480 | |||||
Series C Warrants, expire 6/2/10 | 259,200 | June 2000 | | | |||||
*infoUSA.com, Inc., Series B | 2,145,922 | June 2000 | 9,999,997 | 9,999,997 | |||||
*IQdestination, Series B | 1,150,000 | Sep 2000 | 2,300,000 | 2,300,000 | |||||
Lumeta Corporation, Series A | 384,615 | Oct 2000 | 250,000 | 250,000 | |||||
* MediaPrise, Inc., Series A | 2,196,193 | Sep 2000 | 2,000,000 | 2,000,000 | |||||
*Pagoo.com, Inc., Series C | 3,412,969 | July 2000 | 9,999,999 | 9,999,999 | |||||
Personic Software, Inc.: | |||||||||
Series G | 2,481,390 | May 2000 | 10,000,000 | 5,000,000 | |||||
Series G Warrants, expire 5/12/05 | 1,000,000 | May 2000 | | | |||||
*ShopEaze.com, Inc., Series B | 2,097,902 | May 2000 | 6,000,000 | 6,000,000 | |||||
Total Preferred Stocks | 112,554,476 | 107,554,476 | |||||||
Short-Term Securities28.31% (b) | |||||||||
Corporate Bonds8.26% | |||||||||
Associates Corp. North America | |||||||||
5.875%, 05/16/2001 | 10,000,000 | May 2000 | 9,865,100 | 9,956,200 |
The accompanying notes are an integral part of these financial statements. 22 |
meVC Draper Fisher Jurvetson Fund I, Inc.
|
Description | Shares/Principal | Date of Initial Investment |
Cost | Value | |||||
---|---|---|---|---|---|---|---|---|---|
Short-Term Securities (continued) | |||||||||
Diageo Cap Corp. DN | |||||||||
0.000%, 01/18/2001 | 8,000,000 | Sep 2000 | $7,887,333 | $7,887,120 | |||||
General Motors Acceptance Corp. | |||||||||
0.000%, 01/16/2001 | 8,000,000 | July 2000 | 7,888,196 | 7,890,000 | |||||
Total Corporate Bonds | 25,640,629 | 25,733,320 | |||||||
Certificates of Deposit2.58% | |||||||||
Bank Nova Scotia | |||||||||
6.695%, 02/12/2001 | 3,000,000 | April 2000 | 2,999,663 | 2,999,663 | |||||
CIBC Y | |||||||||
7.420%, 06/04/2001 | 5,000,000 | Sep 2000 | 5,015,897 | 5,015,895 | |||||
Total Certificates of Deposit | 8,015,560 | 8,015,558 | |||||||
U.S. Government & Agency Securities8.85% | |||||||||
Federal Farm Credit Banks | |||||||||
5.125%, 04/02/2001 | 10,000,000 | April 2000 | 9,939,545 | 9,936,270 | |||||
Federal Home Loan Banks | |||||||||
6.550%, 09/28/2001 | 5,000,000 | Oct 2000 | 4,999,679 | 4,998,810 | |||||
Federal Home Loan Mortgage Corp. | |||||||||
0.000%, 03/01/2001 | 8,200,000 | Oct 2000 | 8,027,253 | 8,024,766 | |||||
Federal National Mortgage Assoc. Disc. Note | |||||||||
0.000%, 03/22/2001 | 4,725,000 | Sep 2000 | 4,608,041 | 4,606,373 | |||||
Total U.S. Government & Agency | 27,574,518 | 27,566,219 | |||||||
Commercial Paper8.62% | |||||||||
Credit Suisse First Boston | |||||||||
0.000%, 03/12/2001 | 8,400,000 | Sep 2000 | 8,201,622 | 8,204,363 | |||||
International Lease Finance Corp. | |||||||||
0.000%, 03/08/2001 | 5,100,000 | Sep 2000 | 4,983,774 | 4,984,842 | |||||
Motorola Inc. | |||||||||
0.000%, 03/16/2001 | 4,600,000 | Oct 2000 | 4,489,255 | 4,489,048 |
The accompanying notes are an integral part of these financial statements. 23 |
meVC Draper Fisher Jurvetson Fund I, Inc.
|
Description | Shares/Principal | Date of Initial Investment |
Cost | Value | |||||
---|---|---|---|---|---|---|---|---|---|
Commercial Paper (cont.) | |||||||||
National Rural Utilities Corp. | |||||||||
0.000%, 01/19/2001 | 9,300,000 | Sep 2000 | $ 9,167,754 | $ 9,166,266 | |||||
Total Commercial Paper | 26,842,405 | 26,844,519 | |||||||
Total Short Term Securities | 88,073,112 | 88,159,616 | |||||||
Cash and Cash Equivalents37.17% (b) | |||||||||
Commercial Paper37.15% | |||||||||
ABB Treasury Centre (USA), Inc. | |||||||||
6.470%, 12/20/2000 | 8,100,000 | Oct 2000 | 8,028,668 | 8,028,668 | |||||
American Express Credit Corp. | |||||||||
6.480%, 11/03/2000 | 6,700,000 | Sep 2000 | 6,697,588 | 6,697,588 | |||||
American Telephone & Telegraph Company | |||||||||
6.470%, 11/21/2000 | 10,000,000 | Oct 2000 | 9,964,056 | 9,964,056 | |||||
BP Amoco Cap PLC | |||||||||
6.630%, 11/01/2000 | 3,100,000 | Oct 2000 | 3,100,000 | 3,100,000 | |||||
Bank NS Prop Inc. | |||||||||
6.460%, 12/12/2000 | 5,500,000 | Oct 2000 | 5,459,535 | 5,459,535 | |||||
Bell South Telecomm Inc. | |||||||||
6.470%, 11/28/2000 | 2,000,000 | Oct 2000 | 1,990,295 | 1,990,295 | |||||
DaimlerChrysler NA Holding Corp. | |||||||||
6.480%, 11/20/2000 | 6,500,000 | Aug 2000 | 6,477,770 | 6,477,770 | |||||
Dupont E I De Nemours & Co. | |||||||||
6.470%, 11/10/2000 | 10,000,000 | Oct 2000 | 9,983,825 | 9,983,825 | |||||
Ford Motor Credit Corp. | |||||||||
6.490%, 11/17/2000 | 10,000,000 | Oct 2000 | 9,971,156 | 9,971,156 | |||||
General Electric Capital Corp. | |||||||||
6.480%, 11/02/2000 | 7,500,000 | Sep 2000 | 7,498,650 | 7,498,650 | |||||
J.P. Morgan & Company | |||||||||
0.000%, 01/10/2001 | 5,000,000 | Oct 2000 | 4,936,514 | 4,937,000 |
The accompanying notes are an integral part of these financial statements. 24 |
meVC Draper Fisher Jurvetson Fund I, Inc.
|
Description | Shares/Principal | Date of Initial Investment |
Cost | Value | |||||
---|---|---|---|---|---|---|---|---|---|
Commercial Paper (cont.) | |||||||||
Lucent Technology Inc. | |||||||||
6.460%, 12/14/2000 | 10,500,000 | Oct 2000 | $ 10,418,981 | $ 10,418,981 | |||||
Paccar Financial Corp. | |||||||||
6.490%, 12/01/2000 | 6,400,000 | Sep 2000 | 6,365,387 | 6,365,387 | |||||
Pfizer Inc. | |||||||||
6.460%, 11/16/2000 | 5,500,000 | Oct. 2000 | 5,485,196 | 5,485,196 | |||||
Verizon Global Funding | |||||||||
6.480%, 11/13/2000 | 10,000,000 | Oct 2000 | 9,978,400 | 9,978,400 | |||||
Wal Mart Stores, Inc. | |||||||||
6.460%, 11/28/2000 | 9,400,000 | Sep 2000 | 9,354,457 | 9,354,457 | |||||
Total Commercial Paper | 115,710,478 | 115,710,964 | |||||||
Money Market Funds0.02% | |||||||||
SSgA Money Market Fund | |||||||||
6.307% | 49,202 | Oct 2000 | 49,202 | 49,202 | |||||
Total Cash and Cash Equivalents | 115,759,680 | 115,760,166 | |||||||
Total Investments | $316,387,268 | $311,474,258 | |||||||
(a) | These securities are restricted from public sale without prior registration under the Securities Act of 1933. The Fund negotiates certain aspects of the method and timing of the disposition of these investments, including registration rights and related costs. |
(b) | Percentages are based on net assets of $311,446,739. |
* | Affiliated Issuers (Total Market Value of $82,299,995): companies in which the Fund owns at least 5% of the voting securities. |
The accompanying notes are an integral part of these financial statements. 25 |
Endymion Systems, Inc. On June 2, 2000, the Fund entered into a $7,000,000 investment in a Convertible Preferred Stock issue for Endymion Systems, Inc. (Endymion Systems). The Funds investment consists of 7,156,760 shares of Series A Convertible Preferred Stock (Series A Preferred Stock) at $.9781 per share. The Series A Preferred Stock ranks senior, with respect to liquidation preference, to the Series B Preferred Stock and the Common Stock. In the event of a Qualified Initial Public Offering (Qualified IPO), the Series A Preferred Stock, as converted to common stock, will not be transferred in a public distribution prior to one hundred and eighty days after the date of the final prospectus used in such Qualified IPO. EXP.com, Inc. On June 6, 2000, the Fund entered into approximately a $10,000,000 investment in a Convertible Preferred Stock issue for EXP.com, Inc. (EXP). The Funds investment consists of 1,748,252 shares of Series C Convertible Preferred Stock (Series C Preferred Stock) at $5.72 per share. The Series C Preferred Stock ranks senior, with respect to liquidation preference, to the Common Stock and any series of Preferred Stock issued prior to the Series C. In the event of a Qualified Initial Public Offering (Qualified IPO), the Series C Preferred Stock, as converted to common stock, will not be transferred in a public distribution prior to one hundred and eighty days after the date of the final prospectus used in such Qualified IPO. InfoImage, Inc. On June 7, 2000, the Fund entered into a $2,004,480 investment in a Convertible Preferred Stock issue for InfoImage, Inc. (InfoImage). The Funds investment consists of 432,000 shares of Series C Convertible Preferred Stock (Series C Preferred Stock) at $4.64 per share. The Fund also received 259,200 warrants to purchase 259,200 shares of Series C Preferred Stock. The warrants expire at the earlier of (i) June 2, 2010 or (ii) InfoImages Qualified Initial Public Offering (Qualified IPO). The Series C Preferred Stock ranks senior, with respect to liquidation preference, to the Common Stock and any series of Preferred Stock issued prior to the Series C. In the event of a Qualified IPO, the Series C Preferred Stock, as converted to common stock, will not be transferred in a public distribution prior to one hundred and eighty days after the date of the final prospectus used in such Qualified IPO. AuctionWatch.com, Inc. On June 20, 2000, the Fund entered into a $5,500,000 investment in a Convertible Preferred Stock issue for AuctionWatch.com, Inc. (AuctionWatch). The Funds investment consists of 1,047,619 shares of Series C Convertible Preferred Stock (Series C Preferred Stock) at $5.25 per share. The Series C Preferred Stock ranks pari passu, with respect to liquidation preference, to the Series A Preferred Stock and the Series B Preferred Stock and senior to the Common Stock. In the event of a Qualified Initial Public Offering (Qualified IPO), the Series C Preferred Stock, as converted to common stock, will not be transferred in a public distribution prior to one hundred and eighty days after the date of the final prospectus used in such Qualified IPO. Foliofn, Inc. On June 21, 2000, the Fund entered into a $15,000,000 investment in a Convertible Preferred Stock issue for Foliofn, Inc. (Foliofn). The Funds investment consists of 5,802,259 shares of Series C Convertible Preferred Stock (Series C Preferred Stock) at $2.59 per share. The Series C Preferred Stock ranks pari passu, with respect to liquidation preference, to any series of Preferred Stock issued prior to the Series C and senior to the Common Stock. In the event of a Qualified IPO, the Series C Preferred Stock, as converted to common stock, will not be transferred in a public distribution prior to one hundred and eighty days after the date of the final prospectus used in such Qualified IPO. 30 |
eYak, Inc. On June 26, 2000, the Fund entered into a $10,000,000 investment in a Convertible Preferred Stock issue for eYak, Inc. (eYak). The Funds investment consists of 2,590,674 shares of Series C Convertible Preferred Stock (Series C Preferred Stock) at $3.86 per share. The Series C Preferred Stock ranks pari passu, with respect to liquidation preference, to any series of Preferred Stock issued prior to the Series C and senior to the Common Stock. In the event of a Qualified Initial Public Offering (Qualified IPO), the Series C Preferred Stock, as converted to common stock, will not be transferred in a public distribution prior to one hundred and eighty days after the date of the final prospectus used in such Qualified IPO. Annuncio Software, Inc. On July 10, 2000, the Fund entered into a $5,000,000 investment in a Convertible Preferred Stock issue for Annuncio Software, Inc. (Annuncio). The Funds investment consists of 625,000 shares of Series E Convertible Preferred Stock (Series E Preferred Stock) at $8.00 per share (Original Issue Price). The Series E Preferred Stock ranks senior, with respect to liquidation preference, to the Common Stock and any series of Preferred Stock issued prior to the Series E. In the event of a Qualified Initial Public Offering (Qualified IPO), the Series E Preferred Stock, as converted to common stock, will not be transferred in a public distribution prior to one hundred and eighty days after the date of the final prospectus used in such Qualified IPO. Pagoo.com, Inc. On July 11, 2000, the Fund entered into approximately a $10,000,000 investment in a Convertible Preferred Stock issue for Pagoo.com, Inc. (Pagoo). The Funds investment consists of 3,412,969 shares of Series C Convertible Preferred Stock (Series C Preferred Stock) at $2.93 per share. The Series C Preferred Stock ranks pari passu, with respect to liquidation preference, to any series of Preferred Stock issued prior to the Series C and senior to the Common Stock. In the event of a Qualified Initial Public Offering (Qualified IPO), the Series C Preferred Stock, as converted to common stock, will not be transferred in a public distribution prior to one hundred and eighty days after the date of the final prospectus used in such Qualified IPO. Cidera, Inc. On August 31, 2000, the Fund entered into approximately a $7,500,000 investment In Cidera, Inc. (Cidera). The Funds investment consists of 857,192 shares of Series D Convertible Preferred Stock at $8.7495 per share. The Series D Preferred Stock ranks pari passu, with respect to liquidation preference, to any series of Preferred Stock issued prior to the Series D and senior to the Common Stock. In the event of a Qualified Initial Public Offering (Qualified IPO), the Series C Preferred Stock, as converted to common stock, will not be transferred in a public distribution prior to one hundred and eighty days after the date of the final prospectus used in such Qualified IPO. IQdestination On September 15, 2000, the Fund entered into a $2,300,000 investment in IQdestination. The Funds investment consists of 1,150,000 shares of Series B Convertible Preferred Stock at $2.00 per share. The Series B Preferred Stock ranks senior, with respect to liquidation preference, to any series of Preferred Stock issued prior to the Series B and senior to the Common Stock. In the event of a Qualified Initial Public Offering (Qualified IPO), the Series B Preferred Stock, as converted to common stock, will not be transferred in a public distribution prior to one hundred and eighty days after the date of the final prospectus used in such Qualified IPO. 31 |
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial DisclosuresNone Part IIIItem 10. Directors and Executive Officers of the Registrant |
Name and Occupation |
Age |
Since | |||
---|---|---|---|---|---|
John M. Grillos* | 58 | 2000 | |||
Chairman of the Board, Chief Executive Officer of the Fund | |||||
Peter S. Freudenthal*(2) | 37 | 2000 | |||
Vice-Chairman, Director of the Fund | |||||
Larry J. Gerhard(1)(3) | 59 | 2000 | |||
Director of the Fund | |||||
Harold E. Hughes, Jr(1)(3) | 54 | 2000 | |||
Director of the Fund | |||||
Chauncey F. Lufkin(1)(2)(3) | 43 | 2000 | |||
Director of the Fund | |||||
Andrew E. Singer*(2) | 30 | 2000 | |||
President of the Fund | |||||
Paul D. Wozniak*(2) | 36 | 2000 | |||
Vice-President, Chief Financial Officer, Treasurer of the Fund | |||||
Kenneth A. Priore*(2) | 31 | 2000 | |||
Secretary of the Fund |
* | Interested Person as defined in the Investment Company Act. |
(1) | Member of Audit Committee. |
(2) | Member of Valuation Committee. |
(3) | Member of the Committee of the Independent Directors |
34 |
John M. Grillos is Chairman, Chief Executive Officer and a director of the Fund. Mr. Grillos is also the Managing Member of Draper Advisers. He is also founder and Managing General Partner of ITech Partners, L.P., a seed stage information technology fund. Mr. Grillos has over twelve years experience in information technology venture capital investing and twenty years of entrepreneurial, professional and managerial experience in information technology. Most recently, Mr. Grillos served as the Executive Vice President, Chief Operating Officer and is a director of SmartForce PLC (formerly CBT Group PLC), or SmartForce, a leading supplier of e-learning products with revenues exceeding $200 million. From 1997 to 1998, Mr. Grillos served as Managing Director at SoundView Venture Partners, L.P., where he was responsible for managing the venture capital business activities of SoundView Financial Group, an information technology-focused investment bank recently acquired by Wit Capital. From 1988 to 1997, Mr. Grillos was Managing Director responsible for information technology venture capital investing for Robertson, Stephens & Co., a San Francisco-based investment bank focused on high technology and high growth industries. From 1985 to 1987, Mr. Grillos served as President and Chief Operating Officer of SPSS, Inc., a leading supplier of statistical analysis, graphics and decision support software. From 1983 to 1985, Mr. Grillos served as President and Chief Executive Officer of Tesseract Corporation, a venture-backed supplier of payroll and human resource software. From 1972 to 1983, Mr. Grillos held various management positions with American Management Systems, an information technology consulting and custom application development company. For the last five of his 11 years with AMS, Mr. Grillos was Vice President and Business Unit Manager responsible for the operations of AMS on the West Coast. From 1968 to 1972, Mr. Grillos worked as a Development Manager and Principal Designer for the Institute for Computer Research, University of Chicago, where he was responsible for developing computerized control and data acquisition systems for several departments of the University. From 1965 to 1968, Mr. Grillos worked as a Staff Engineer for Bell Labs and Western Electric Company. Mr. Grillos received his M.B.A. from the University of Chicago in 1971 and his B.S. in Electrical Engineering and Computer Science from the Illinois Institute of Technology in 1969. Peter S. Freudenthal is Vice-Chairman and a director of the Fund. Mr. Freudenthal is also co-founder, President, Chief Executive Officer, and Chairman of the Board of meVC.com, Inc. and President and Chairman of the Board of meVC Advisers, Inc. Previously, Mr. Freudenthal was a Senior Biotechnology Equity Research Analyst and a Vice President with Robertson Stephens & Company. Before joining Robertson Stephens, Mr. Freudenthal also served as Director of Healthcare Research at Brean Murray & Company, a privately held investment bank in New York. Mr. Freudenthal attended the Yale School of Medicine where he focused on Neurosurgery and Trauma Surgery. Prior to medical school, Mr. Freudenthal was Senior Graduate Fellow in the Laboratory of Immunology & Cellular Physiology at The Rockefeller University in New York, as well as a National Science Foundation Fellow and a David C. Scott Foundation Fellow. From 1981 to 1985, Mr. Freudenthal was a Thomas J. Watson Scholar at the IBM Research Center in Yorktown, New York. Mr. Freudenthal received his B.S. with a double major in Molecular Biophysics & Biochemistry and Molecular Biology from Yale College. Larry J. Gerhard is a director of the Fund. Mr. Gerhard has over 38 years of experience in the computer and electronics industries and has held senior management positions for the past 25 years. He is currently President and Chief Executive Officer at eVineyard. Prior to eVineyard, he was President, Chief Executive Officer and director of Summit Design, Inc. since January 1993 and Chairman of the Board since May 1996. Mr. Gerhard was President and Chief Executive Officer of Enterprise Communications and Computing, Inc. from November 1991 to November 1992. Before that, he was the President and Chief Executive Officer of Ventura Software, Inc. from 1989 to November 1991. Prior to that time, Mr. Gerhard was President and Chief Executive Officer of Decision Data, Inc. He began his career at North American Aviation as a programmer working on the original Apollo Missile program. After 4 years at NAA he joined Raytheon Data and his last position with Raytheon was Senior Vice President of Engineering and Operations. Mr. Gerhard received his B.S. in Electrical Engineering from West Coast University and his M.B.A. from the University of Pittsburgh, Executive M.B.A. Program. Harold E. Hughes, Jr is a director of the Fund. Mr. Hughes is also Chairman of the Board and Chief Executive Officer of Pandesic LLC, an e-commerce service provider owned jointly by Intel Corporation and SAP. Mr. Hughes is a 23-year veteran of Intel during which time he served as Treasurer, Vice President responsible for Intels venture fund, Chief Financial Officer, and Vice President and Director of Planning and Logistics. Prior to joining Intel, he served as a U.S. Army Officer from 1968-1972. In addition to Pandesic, he currently serves on the board of directors of London Pacific Corp., Merant PLC and Hummingbird Communications. Mr. Hughes received his B.A. in Economics from the University of Wisconsin and his M.B.A. from the University of Michigan. 35 |
Chauncey F. Lufkin is a director of the Fund. Mr. Lufkin is also Senior Vice President of Franklin Advisers, Inc. (a subsidiary of Franklin Resources, listed on the NYSE), and Portfolio Manager of Franklin Floating Rate Trust, a mutual fund focusing on floating rate debt approaching $2 billion in assets under management. Mr. Lufkin launched Franklin Floating Rate Trust in 1997. More recently, he has focused on launching two related products, a version of the bank debt fund (Franklin Floating Rate Fund PLC) for foreign investors, and a collateralized loan obligation (CLO) for institutional investors. Before launching Franklin Floating Rate Trust, Mr. Lufkin was portfolio manager of Franklin Principal Maturity Trust, a debt strategies fund that traded on the New York Stock Exchange. Earlier in his career, Mr. Lufkin worked for Manufactures Hanover Trust Co. (since acquired by Chase Manhattan Bank) in the acquisition finance group specializing in structuring leveraged transactions. He also worked at the merchant bank arm of Security Pacific National Bank (since acquired by Bank of America). Mr. Lufkin received his B.A. in History from St. Lawrence University. Andrew E. Singer is President of the Fund. Mr. Singer is also co-founder, Chief Financial Officer and a director of meVC.com, Inc. and Chief Executive Officer and a director of meVC Advisers, Inc. Previously, Mr. Singer was in the investment banking group at Robertson Stephens & Company. Before joining Robertson Stephens, Mr. Singer was Director of New Business at The Shansby Group, a venture capital firm managing approximately $120 million of investor capital. Mr. Singer also served as a Financial Analyst at The Blackstone Group, a boutique investment bank, where he evaluated investments for Blackstones $800 million leveraged acquisition fund and provided strategic advisory services to portfolio companies of the fund. Mr. Singer received his B.A. in East Asian Studies, cum laude with distinction in the major, from Yale College and his M.B.A. with distinction from the Harvard Business School. Paul D. Wozniak is Vice President, Chief Financial Officer and Treasurer of the Fund. Mr. Wozniak is also Chief Operating Officer for meVC.com, Inc. and Vice President of Operations for meVC Advisers, Inc. Mr. Wozniak has fourteen years experience in international fund management operations. Previously, Mr. Wozniak served in various operational roles, most recently as Vice President and Director, Mutual Fund Operations, at GT Global Inc./AIM Funds. At GT Global, Mr. Wozniak was responsible for the overall management of the mutual fund accounting and pricing groups for the GT Global mutual fund family, comprising over $10 billion in 37 funds invested worldwide. Mr. Wozniak also served as an officer of both GT Global Inc. and the GT Global Family of Funds. Mr. Wozniak received his B.S. in Accounting from the University of Scranton. Kenneth A. Priore is Secretary of the Fund. Mr. Priore is also Internal Counsel and Director of Policy and Compliance for meVC.com, Inc. and Secretary of meVC Advisers, Inc. Formerly, Mr. Priore was employed with Charles Schwab & Co. in San Francisco. Most recently, Mr. Priore served as Managing Attorney: Third Party Actions, Arbitration and Litigation, for the Office of Corporate Counsel at Charles Schwab & Co., where he managed an active litigation docket of over 400 open matters representing over $100 million in customer assets. Prior to that, Mr. Priore served as Policy Director, where he was responsible for strategic planning and participated in product development teams for retail financial services and e-commerce applications. Mr. Priore also served as a Corporate Attorney at Charles Schwab & Co. Mr. Priore received his B.A. from Tufts University and his J.D. from Tulane Law School. There is no family relationship between any director or executive officer of the Fund. Item 11. Executive CompensationThe Funds board does not have a standing nominating or compensation committee. meVC Advisers has agreed to pay compensation to the directors and officers for any and all services rendered to the Fund. As compensation for such services, each director who is not an officer of the Fund receives an annual fee of $4,800 paid monthly in arrears, a fee of $10,000 for each meeting of the Board of Directors, or a committee of the Board of Directors, in which each such independent director participates, whether attended in person or by telephone, and reimbursement of all out-of-pocket expenses relating to attendance at such meetings. Directors of the Fund who are interested persons as defined by the 1940 Act receive no compensation from the Fund. 36 |
Compensation Table |
Name of Person, Position |
Total Compensation* | ||
---|---|---|---|
Larry J. Gerhard, Director | $49,585 | ||
Harold E. Hughes, Jr., Director | $48,800 | ||
Chauncey F. Lufkin, Director | $48,800 | ||
* | Represents fees paid to each director during the fiscal year ended October 31, 2000. |
Item 12. Security Ownership of Certain Beneficial Owners and ManagementPRINCIPAL STOCKHOLDERThe Fund does not know of any person who is a beneficial owner of more than 5% of the outstanding shares of the Funds common stock. OWNERSHIP OF MANAGEMENTThe following table sets forth at October 31, 2000, the number and percentage of outstanding shares of the Funds common stock beneficially held by (i) each director of the Fund, and (ii) all officers and directors as a group. Under the rules of the SEC, a person is deemed to own beneficially all securities as to which that person owns or shares voting or investment power, as well as all securities which such person may acquire within 60 days through the exercise of currently available conversion rights, warrants or options. Except as otherwise indicated, the stockholders listed in the table below have sole voting and investment power with respect to the shares indicated. |
Amount and Nature of Beneficial Ownership | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Title of Class |
Name |
Sole Voting and Investment Power |
Other Beneficial Ownership |
Total |
Percent of Class | ||||||
Common Stock | John M. Grillos | 13,088 | 0 | 13,088 | * | ||||||
Peter S. Freudenthal | 0 | 0 | 0 | 0 | |||||||
Larry J. Gerhard | 0 | 0 | 0 | 0 | |||||||
Harold E. Hughes, Jr | 0 | 0 | 0 | 0 | |||||||
Chauncey F. Lufkin | 0 | 0 | 0 | 0 | |||||||
Andrew E. Singer | 0 | 0 | 0 | 0 | |||||||
Paul D. Wozniak | 0 | 0 | 0 | 0 | |||||||
Kenneth A. Priore | 0 | 0 | 0 | 0 | |||||||
All Directors and | 13,088 | 0 | 13,088 | * | |||||||
Officers as a group |
* | Indicates less than one percent. |
37 |
(a)(1) | Financial Statements | Page | |||
Balance Sheet, October 31, 2000 | 17 | ||||
Statement of Operations for the period ended October 31, 2000 | 18 | ||||
Statement of Cash Flows for the period ended October 31, 2000 | 19 | ||||
Statement of Shareholders Equity for the period ended October 31, 2000 | 20 | ||||
Selected Per Share Data and Ratios for the period ended October 31, 2000 | 21 | ||||
Schedule of Portfolio Securities, October 31, 2000 | 22 | ||||
Notes to Financial Statements | 26 | ||||
Report of Independent Public Accountants | 33 |
38 |
All other information required in the financial statement schedules has been incorporated in the financial statements or notes thereto or has been omitted since the information is not applicable, not present or not present in amounts sufficient to require submission of the schedule. |
(b) | Reports on Form 8-K |
During the period ended October 31, 2000, the Fund filed one report on Form 8-K, dated June 29, 2000, to report the June 26, 2000 commencement of trading of its shares on the New York Stock Exchange. |
Exhibit 27Financial Data Schedule Only submitted to SEC in electronic format 39 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the undersigned, thereunto duly authorized. |
Date: December 22, 2000 |
MEVC DRAPER FISHER JURVETSON FUND I, INC. /s/ JOHN M GRILLOS John M. Grillos Chairman, Chief Executive Officer, Director |
Date: December 22, 2000 | /s/ PAUL WOZNIAK
Paul Wozniak Vice President, Treasurer, Chief Financial Officer |
40 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. |
Date |
Signature |
Title |
---|---|---|
December 22, 2000 | /s/ John M. Grillos (John M. Grillos) |
Chairman, Chief Executive Officer, Director |
December 22, 2000 | /s/ Peter S. Freudenthal (Peter S. Freduenthal) |
Vice-Chairman, Director |
December 22, 2000 | /s/ Larry J. Gerhard (Larry J. Gerhard) |
Director |
December 22, 2000 | /s/ Harold E. Hughes, Jr. (Harold E. Hughes, Jr.) |
Director |
December 22, 2000 | /s/ Chauncey F. Lufkin (Chauncey F. Lufkin) |
Director |
December 22, 2000 | /s/ Andrew E. Singer (Andrew E. Singer) |
President |
December 22, 2000 | /s/ Paul D. Wozniak (Paul D. Wozniak) |
Vice-President, Chief Financial Officer, Treasurer |
December 22, 2000 | /s/ Kenneth A. Priore (Kenneth A. Priore) |
Secretary |
41 |