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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. ____)(1)
Nutri/System, Inc.
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(Name of Issuer)
Common Stock
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(Title Class of Securities)
67069D 10 8
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(CUSIP Number)
NewSpring Ventures, L.P.
100 West Elm Street, Suite 101
Conshohocken, PA 19428
Attn: Michael A. DiPiano
Managing Partner
-------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 20, 2002
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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 [ ].
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.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO. 67069D 10 8 13D PAGE 2 OF 2 PAGES
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NewSpring Ventures , L.P. (23-3014041)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
15,313,500
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,791,408
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,313,500
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.4%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 67069D 10 8 13D PAGE 3 OF 3 PAGES
ITEM 1. SECURITY AND ISSUER
Common stock, par value $0.001 per share of Nutri/System, Inc. (the
"Company") having its principal offices at 202 Welsh Road, Horsham, PA
19044.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: NewSpring Ventures, L.P. is the Reporting Person. Progress
Capital II, L.P. is the general partner of the Reporting Person,
and its general partner is Progress Capital II, Inc.
The officers and directors of Progress Capital II, Inc. are Michael
A. DiPiano (President) and Marc R. Lederman and Brian G. Murphy
(the "Reporting Person Officers").
(b) Residence or business address: 100 West Elm Street, Suite 101,
Conshohocken, PA 19428
(c) Present principal occupation or principal business:
NewSpring Ventures is a venture capital firm.
Michael A. DiPiano is the Managing Director of the Reporting Person
and President and a director of Progress Capital II, Inc. He is
also a director of Nutri/System, Inc. Marc R. Lederman and Brian B.
Murphy are Partners in the Reporting Person and officers and
directors of Progress Capital II, Inc.
(d) During the last five years, neither the Reporting Person nor any
of the Reporting Person Officers has been convicted in a criminal
proceeding.
(e) During the last five years, neither the Reporting Person nor any
of the Reporting Person Officers has been a party to a civil
proceeding the result of which was or is to enjoin future
violations of, or prohibit or mandate activities subject to,
federal or state securities laws or a civil proceeding finding any
violation with respect to such laws.
(f) Each of the Reporting Person Officers is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
HJM Holdings, LLC and NewSpring Ventures, L.P. collectively acquired
from existing stockholders 15,313,500 shares of the Company's common
stock (58.4% of the outstanding shares of common stock) effecting a
change in control of the Company in a transaction that closed on
December 20, 2002. The Company was not a party to the transaction. At
the closing, HJM Holdings acquired 10,522,092 shares of common stock
for $6,588,100 in cash raised from its investors, and NewSpring
Ventures acquired 4,791,408 shares of common stock for $3,000,000 in
cash from its working capital. The common stock was acquired from Brian
D. Haveson (5,113,500 shares for $3,068,100), HPF Holdings, Inc.
(8,200,000 shares for $4,920,000), Donald R. Caldwell (100,000 shares
for $80,000) and CRX Investments I, L.P. (1,900,000 shares for
$1,520,000). Michael E. Heisley is the President and sole stockholder
of HPF Holdings, Inc. Donald R. Caldwell is a limited partner and Cross
Atlantic Partners, Inc. is the general partner of CRX Investments I,
L.P. Mr. Caldwell is also the Chief Executive Officer and a principal
stockholder of Cross Atlantic Partners, Inc.
CUSIP NO. 67069D 10 8 13D PAGE 4 OF 4 PAGES
ITEM 4. PURPOSE OF TRANSACTION
HJM Holdings, LLC and NewSpring Ventures, L.P. acquired the shares of
the Company's common stock from existing stockholders holding a
controlling interest in the Company in order to effect a change of
control of the Company and appoint a new executive leadership team.
In connection with the transaction, Frederick C. Tecce and Michael E.
Heisley resigned from the board of directors of the Company. Michael
Hagan, the president of HJM Holdings, and Michael DiPiano, the Managing
Partner of NewSpring Ventures, were appointed to the Company's board of
directors, joining Brian D. Haveson and Donald R. Caldwell. Also on
December 20, 2002, Mr. Haveson resigned as president and chief
executive officer of the Company, and the board appointed Mr. Hagan as
chairman and chief executive officer of the Company, and Djordje
Jankovic as president and chief operating officer of the Company.
HJM Holdings, LLC and NewSpring Ventures, L.P. entered into a
Stockholders' Agreement, dated December 20, 2002 (the "Stockholders'
Agreement"), with respect to the shares of Common Stock of the Company
acquired by them on December 20, 2002. Under the terms of the
Stockholders' Agreement, HJM Holdings and NewSpring Ventures have
agreed to vote their shares for the election to the board of directors
of the Company of two designees of HJM Holdings and two designees of
NewSpring Ventures. Mr. Hagan is a designee of HJM Holdings and Mr.
DiPiano is a designee of NewSpring Ventures. They have also agreed to
vote their shares together on matters submitted to stockholders that
meet the requirements and thresholds described in the Stockholders'
Agreement. A copy of the Stockholders' Agreement is attached hereto as
Exhibit 1 and incorporated herein by reference.
Mr. Haveson and Mr. Caldwell have an understanding with the Reporting
Persons that they would like to resign from the board of directors as
soon as new directors can be elected to the board by the Company's
stockholders to replace them. Under the terms of the Stockholders'
Agreement, HJM Holdings and NewSpring Ventures intend to vote in favor
of one additional designee for each party in the election of directors
to replace Messrs. Haveson and Caldwell. In addition, HJM Holdings and
NewSpring Ventures intend to vote for one additional board nominee in
the election of directors to fill a vacancy that exists on the
Company's board.
Subject to availability, price and applicable laws and regulations, the
Reporting Persons may purchase additional shares of Common Stock or
other securities of the Company or may sell or otherwise dispose of any
or all of such securities now owned or hereafter acquired on such terms
and at such prices as it may from time to time determine.
Except as set forth above, neither of the Reporting Persons has
formulated any plans or proposals with respect to the Company of the
type referred to in Item 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b) The table below sets forth the aggregate number of shares of
Common Stock and the percentage of the Company's outstanding
Common Stock beneficially owned by the Reporting Person.
CUSIP NO. 67069D 10 8 13D PAGE 5 OF 5 PAGES
BENEFICIAL OWNERSHIP
-----------------------------------------
NUMBER OF SHARES PERCENTAGE OF TOTAL(1)
---------------- ----------------------
NewSpring Ventures, L.P. 15,313,500(2) 58.4%
(1) Calculations based upon 26,218,937 shares outstanding.
(2) Includes 10,522,092 shares beneficially owned by HJM Holdings
and 4,791,408 shares beneficially owned by NewSpring Ventures.
HJM Holdings and NewSpring Ventures have entered into the
Stockholders' Agreement that, among other things, governs the
voting of the Company's Common Stock beneficially owned by each
of them. See Item 4 and Exhibit 1 hereof for more information.
NewSpring Ventures disclaims beneficial ownership of all shares
held by HJM Holdings, and HJM Holdings disclaims beneficial
ownership of all shares held by NewSpring Ventures. HJM
Holdings is a Delaware limited liability company with its
principal place of business and principal offices at 202 Welsh
Road, Horsham, PA 19044. To the best knowledge of the Reporting
Person, (i) HJM Holdings has not been convicted in a criminal
proceeding during the last five years, and (ii) during the last
five years HJM Holdings has not been 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 or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
(c) The Reporting Person has not effected any transaction in Common
Stock in the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
HJM Holdings and NewSpring Ventures are parties to the Stockholders'
Agreement with respect to the shares of Common Stock of the Company
they acquired on December 20, 2002, as described in Items 4 and 5
hereof. Other than the Stockholders' Agreement, and the election of
directors described under Item 4 above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the Reporting Person and any person with respect to the
securities of the Company, including but not limited to, any securities
of the Company, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Stockholders' Agreement dated December 20, 2002 between HJM
Holdings, LLC and NewSpring Ventures, L.P.
CUSIP NO. 67069D 10 8 13D PAGE 6 OF 6 PAGES
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.
NEWSPRING VENTURES, L.P.
By: Progress Capital II, L.P.
its General Partner
By: Progress Capital II, Inc.
its General Partner
Date: December 30, 2002 By: /s/ Michael A. DiPiano
--------------------------------------
Name: Michael A. DiPiano
Title: President