SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
THE BLUEBOOK INTERNATIONAL
HOLDING COMPANY
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
09608Q109
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(CUSIP Number)
James R. Lavelle
Cotelligent, Inc.
100 Theory
Suite 200
Irvine, CA 92612
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 19, 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 13D to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
/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 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).
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CUSIP No. 09608Q109 13D Page 2 of 9 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
COTELLIGENT, INC. EIN: 943173918
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
5,316,704
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NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
5,316,704
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,316,704
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
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14 TYPE OF REPORTING PERSON*
CO
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Item 1. Security and Issuer
This Statement on Schedule 13D (the "Statement") relates to the common
stock, par value $.0001 per share ("Common Stock"), of The Bluebook
International Holding Company, a Delaware corporation ("Issuer"). The principal
executive office of Issuer is 21098 Bake Parkway, Suite 100, Lake Forest,
California 92630-2163. Information given in response to each item shall be
deemed incorporated by reference in all other items.
Item 2. Identity and Background
This Statement is being filed by Cotelligent, Inc., a Delaware corporation
("Cotelligent"). The address of the principal office of Cotelligent is 100
Theory, Suite 200, Irvine, California 92612. Cotelligent is engaged in the
business of providing mobile business solutions and Web services.
Attached as Schedule A is the name, principal occupation and business
address of each executive officer and/or director of Cotelligent. Schedule A is
incorporated into and made as part of this Statement.
During the last five years, neither the Reporting Person nor, to the best
of Cotelligent's knowledge, any person listed on Schedule A has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither the Reporting Person nor, to the best
of Cotelligent's knowledge, any person listed on Schedule A has 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.
Item 3. Source and Amount of Funds or Other Consideration
On August 19, 2002, Cotelligent entered into the Series C Convertible
Redeemable Preferred Stock Purchase Agreement, dated as of August 19, 2002 (the
"Series C Purchase Agreement"), by and between Issuer, Mark A. Josipovich ("M.
Josipovich"), Daniel E. Josipovich ("D.E. Josipovich"), Daniel T. Josipovich
("D.T. Josipovich"), Dorothy E. Josipovich ("D. Josipovich"; and together with
M. Josipovich, D.E. Josipovich and D.T. Josipovich, the "Founders", and each a
"Founder") and Cotelligent (attached hereto as Exhibit A and incorporated herein
by reference), to purchase, for a total purchase price of $5,100,000, a total of
5,316,704 shares of Series C Convertible Redeemable Preferred Stock, par value
$.0001 per share ("Series C Preferred").
Pursuant to the Series C Purchase Agreement, on August 19, 2002,
Cotelligent purchased 3,055,540 shares of Series C Preferred with (i)
$997,589.02 from its working capital, (ii) the extinguishment of $1,431,000 of
outstanding accounts owed to Issuer and (iii) the conversion of a $502,410.98
bridge loan from Cotelligent to Issuer (in the principal amount of $500,000,
plus interest). Pursuant to a side letter, dated as of August 19, 2002 (the
"Side Letter"), from Issuer to Cotelligent (see Exhibit B hereto, which is
incorporated herein by
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reference), Issuer agreed that as Cotelligent rendered further services to
Issuer, Cotelligent could from time to time present to Issuer its invoice for
services performed since August 19, 2002 and request the issuance and sale of
additional shares of Series C Preferred in consideration of the extinguishment
of the amounts owed therefor. Issuer agreed to issue and sell such shares of
Series C Preferred to Cotelligent at a purchase price of $0.959241 of services
extinguished per share of Series C Preferred so issued, until the cumulative
total of the services rendered after August 19, 2002, together with the
$1,431,000 of receivables extinguished on August 19, 2002, equaled $2,100,000.
As of November 30, 2002, the cumulative total of the services rendered by
Cotelligent to Issuer, together with the $1,431,000 of receivables extinguished
on August 19, 2002, equaled $2,100,000 and, as a result, as of such date
Cotelligent had the right to acquire beneficial ownership of 697,427 shares of
Series C Preferred. The 697,427 shares of Series C Preferred were issued by
Issuer to Cotelligent on December 23, 2002.
Pursuant to the Series C Purchase Agreement, Cotelligent agreed to purchase
1,563,737 shares of Series C Preferred (the "Second Closing Shares") for
$1,500,000 following Issuer's first sale of its B.E.S.T.7(TM) product software
solution. Issuer completed its first sale of its B.E.S.T.7(TM) product software
solution in December 2002 and on December 23, 2002, Cotelligent purchased the
Second Closing Shares with $1,500,000 from its working capital.
No part of the purchase price was or will be represented by funds or other
consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the Common Stock.
Item 4. Purposes of Transactions
The shares of Series C Preferred deemed to be beneficially owned by the
Reporting Person were acquired as an investment in connection with its ongoing
business relationship with Issuer.
In December 2001, Cotelligent and Issuer entered into a development
agreement, pursuant to which Cotelligent agreed to provide certain development
services for certain of Issuer's product software solutions. During the course
of performing under the development agreement, Cotelligent decided to expand its
relationship with Issuer and make an equity investment in Issuer, which provided
Issuer with working capital. Cotelligent entered into the Series C Purchase
Agreement on August 19, 2002. In connection with the Series C Purchase
Agreement, Cotelligent and Issuer entered into an Alliance Agreement dated as of
August 19, 2002 (the "Alliance Agreement"), to establish a relationship for
providing future services to each other and to Issuer's customers, including,
among other things, Cotelligent's development of additional products for Issuer,
the use of Cotelligent's services to implement certain of Issuer's product
software solutions and Issuer's referral of customers to Cotelligent in return
for a referral fee. Since entering into the Series C Purchase Agreement and the
Alliance Agreement, Cotelligent has assisted Issuer in marketing its products
and identifying personnel to help expand Issuer's organization. Cotelligent and
Issuer are continuing to evaluate arrangements pursuant to which Cotelligent
will serve as the application service provider and provide hosting and
operational support for end users of Issuer's product software solutions.
Cotelligent and Issuer are also studying ways to further enhance their strategic
business relationship, which may
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include further expansion of their strategic alliance, a joint venture, an
acquisition of additional capital stock of Issuer, a merger or other business
combination, or other similar transaction, involving Cotelligent and Issuer.
Pursuant to the Voting Agreement, dated August 19, 2002 (the "Voting
Agreement"), entered into in connection with the Series C Purchase Agreement
(see Exhibit C hereto, which is incorporated herein by reference), during the
term of the Voting Agreement, the Founders have agreed to vote all shares of
voting capital stock of Issuer registered in their respective names or
beneficially owned by them (collectively, the "Founder Shares") for the election
as a director of Issuer of one representative of Cotelligent designated by
written notice from Cotelligent to each Founder. The term of the Voting
Agreement shall continue in full force and effect from August 19, 2002 through
the earliest of the following dates, on which it shall terminate in its
entirety: (i) the date as of which the parties to the Voting Agreement terminate
the Voting Agreement by the written consent of Cotelligent, Issuer and the
holders of a majority of the Founder Shares; (ii) the date Cotelligent owns less
than twenty percent (20%) of the Conversion Shares (as defined below) or
one-third of the Series C Preferred; or (iii) the date James Lavelle is removed
as the Chief Executive Officer of Cotelligent after a hostile takeover of
Cotelligent. "Conversion Shares" means the initial shares of Issuer's Common
Stock received upon conversion of any of the Series C Preferred. James Lavelle,
Chief Executive Officer of Cotelligent, has been designated by Cotelligent to
serve on Issuer's Board of Directors.
The Reporting Person may acquire additional shares or other securities of
Issuer or sell or otherwise dispose of any or all of the shares or other
securities of Issuer it beneficially owns. The Reporting Person has engaged and
intends to continue to engage in discussions with the management and members of
the Board of Directors of Issuer concerning the business, operations and future
plans of Issuer.
The responses to Item 3 are incorporated by reference herein.
Other than as described above, neither the Reporting Person nor, to
Cotelligent's knowledge, any person listed on Schedule A, currently has any
plans or proposals which relate to, or may result in, any of the matters listed
in Items 4(a) - (j) of Schedule 13D (although they reserve the right to develop
such plans).
Item 5. Interest in Securities of the Issuer
(a) On August 19, 2002, Cotelligent purchased 3,055,540 shares of Series C
Preferred, which are currently convertible into 3,055,540 shares of Common
Stock, subject to certain antidilution provisions. As of August 19, 2002,
assuming conversion of the 3,055,540 shares of Series C Preferred, Issuer had
31,788,951 shares of Common Stock issued and outstanding and Cotelligent
beneficially owned 9.6% of Issuer's issued and outstanding Common Stock.
Pursuant to the Side Letter, Issuer agreed that as Cotelligent rendered further
services to Issuer, Cotelligent could from time to time present to Issuer its
invoice for services performed since August 19, 2002 and request the issuance
and sale of additional shares of Series C Preferred in consideration of the
extinguishment of the amounts owed therefor. Issuer agreed to issue and sell
such shares of Series C Preferred to Cotelligent at a purchase price of
$0.959241 of services extinguished per share of Series C Preferred so issued,
until the cumulative total of
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the services rendered after August 19, 2002, together with the $1,431,000 of
receivables extinguished on August 19, 2002, equals $2,100,000. As of November
30, 2002, the cumulative total of the services rendered by Cotelligent to
Issuer, together with the $1,431,000 of receivables extinguished on August 19,
2002, equaled $2,100,000 and, as a result, as of such date Cotelligent had the
right to acquire beneficial ownership of 697,427 shares of Series C Preferred,
which would be convertible into 697,427 shares of Common Stock, subject to
certain antidilution provisions. As a result, as of November 30, 2002,
Cotelligent is deemed to be the beneficial owner of 3,752,967 shares, or 11.6%,
of Issuer's issued and outstanding Common Stock. These 697,422 shares of Series
C Preferred were issued by Issuer to Cotelligent on December 23, 2002. Pursuant
to the Series C Purchase Agreement, Cotelligent agreed to purchase 1,563,737
shares of Series C Preferred, which would be convertible into 1,563,737 shares
of Common Stock, subject to certain antidilution provisions, following Issuer's
first sale of its B.E.S.T.7(TM) product software solution. Issuer completed its
first sale of its B.E.S.T.7(TM) product software solution in December 2002 and
on December 23, 2002, Cotelligent purchased 1,563,737 shares of Series C
Preferred. As of such date, Cotelligent beneficially owned 5,316,704 shares or
15.6% of Issuer's issued and outstanding common stock.
(b) The responses of the Reporting Person to Items (7) through (11) of
the portion of pages 2 hereto which relates to Common Stock beneficially owned
are incorporated herein by reference.
(c) Except as described above, there have been no transactions in the
Common Stock during the past sixty days by the Reporting Person or, to the
knowledge of Cotelligent, any other person listed on Schedule A.
(d) No person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock beneficially owned by Cotelligent.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Cotelligent acquired its shares of Series C Preferred pursuant to the
Series C Purchase Agreement.
A Right of First Refusal Agreement, dated as of August 19, 2002 (the
"Right of First Refusal Agreement"), was entered into by Cotelligent, Issuer and
the Founders (see Exhibit D hereto, which is incorporated herein by reference).
The Right of First Refusal Agreement provides that, in the event a Founder
proposes to transfer any of his or her shares (the "Offered Shares") to one or
more third parties, Founder shall give Cotelligent written notice of the
Founder's intention to make the transfer (the "Transfer Notice"), in which case
Cotelligent shall have an option for a period of ten (10) days from receipt of
the Transfer Notice to elect to purchase the Offered Shares at the same price
and subject to the same material terms and conditions described in the Transfer
Notice, subject to certain exceptions.
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An Investors Rights Agreement, dated as of August 19, 2002 (the
"Investors Rights Agreement"), was entered into by Cotelligent, Issuer and the
Founders (see Exhibit E hereto, which is incorporated herein by reference).
Pursuant to the Investors Rights Agreement, Issuer has granted to Cotelligent
certain demand and "piggyback" registration rights with respect to the shares of
Common Stock (including shares of Common Stock issuable upon conversion of the
Series C Preferred) held by Cotelligent.
Pursuant to the Certificate of Designation of the Series C Preferred
(the "Certificate of Designation"), filed with the Secretary of State of
Delaware on August 19, 2002, as amended (attached hereto as Exhibit F and
incorporated herein by reference), Cotelligent currently is entitled to one vote
per share of Common Stock into which each share of Series C Preferred is
convertible. Cotelligent is entitled to receive dividends in an amount equal to
the equivalent per share dividend declared on the Common Stock, when and as
declared by the Board of Directors.
Pursuant to the Certificate of Designation, Issuer has agreed not to
take the following actions without the consent of at least fifty percent (50%)
of the issued and outstanding shares of Series C Preferred: (a) alter the rights
or powers of the Series C Preferred in an adverse manner, (b) increase the
authorized number of shares of Series C Preferred in excess of 5,316,704, (c)
create any new class or series of stock or any other securities having a
preference over or on parity with the Series C Preferred with respect to
redemption, voting, dividend or liquidation, provided that this provisions shall
not prohibit creating any class or series of stock with the same voting rights
as the Common Stock, (d) declare or pay dividends, or (e) incur indebtedness in
an amount in excess of $2,000,000 during the period beginning on August 19, 2002
and ending on August 19, 2004. In addition, pursuant to the Certificate of
Designation, Issuer has given Cotelligent the right, beginning on the earlier of
(i) August 19, 2006 or (ii) a "Liquidation" (as defined in the Certificate of
Designation), and continuing until August 19, 2008, to require Issuer to
repurchase all or a portion of the Series C Preferred then outstanding at a
repurchase price of $0.959241 per share.
Pursuant to the Certificate of Designation, the Issuer has granted to
the holders of Series C Preferred certain preemptive rights with respect to
shares of Common Stock or other securities convertible to Common Stock issued by
the Issuer, subject to certain exceptions. These preemptive rights are more
fully set forth in Section 10 of the Certificate of Designation.
The foregoing response to this Item 6 is qualified in its entirety by
reference to the Series C Purchase Agreement, the Right of First Refusal
Agreement, the Investors Rights Agreement and the Certificate of Designation.
Except for the agreements described in the responses to Items 3 and 4
and this Item 6, neither the Reporting Person, nor, to the best of its
knowledge, any persons listed on Schedule A hereto has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person, with respect to any securities of the Company.
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Item 7. Materials to Be Filed as Exhibits
The following materials are filed as Exhibits to this Statement:
Exhibit A: Series C Convertible Redeemable Preferred Stock Purchase
Agreement, dated as of August 19, 2002, by and between The Bluebook
International Holding Company, Mark A. Josipovich, Daniel E. Josipovich, Daniel
T. Josipovich, Dorothy E. Josipovich and Cotelligent, Inc.
Exhibit B: Side Letter, dated as of August 19, 2002, from The Bluebook
International Holding Company to Cotelligent, Inc.
Exhibit C: Voting Agreement, dated as of August 19, 2002, by and among
The Bluebook International Holding Company, certain holders listed on the
signature pages thereto and Cotelligent, Inc.
Exhibit D: Right of First Refusal Agreement, dated as of August 19,
2002, by and among The Bluebook International Holding Company, Mark A.
Josipovich, Daniel E. Josipovich, Daniel T. Josipovich, Dorothy E. Josipovich
and Cotelligent, Inc.
Exhibit E: Investor Rights Agreement, dated as of August 19, 2002, by
and between The Bluebook International Holding Company and Cotelligent, Inc.
Exhibit F: Certificate of Designation of Series C Convertible Preferred
Stock of The Bluebook International Holding Company filed with the Secretary of
State of Delaware on August 19, 2002, as amended
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: January 16, 2003
Cotelligent, Inc.
By: /s/ James R. Lavelle
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Name: James R. Lavelle
Title: Chairman of the Board and Chief
Executive Officer
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SCHEDULE A
Cotelligent, Inc.
Name Position Principal Occupation Business Address
---- -------- -------------------- ----------------
Anthony M. Frank Director General Partner and c/o Cotelligent, Inc.
Chairman of Belvedere 100 Theory
Capital Partners Suite 200
Irvine, CA 92612
Daniel E. Jackson President and Chief President and Chief 100 Theory
Operating Officer Operating Officer of Suite 200
Cotelligent, Inc. Irvine, CA 92612
James R. Lavelle Chairman of the Board and Chairman of the Board and 100 Theory
Chief Executive Officer Chief Executive Officer of Suite 200
Cotelligent, Inc. Irvine, CA 92612
Curtis J. Parker Executive Vice President, Executive Vice President, 100 Theory
Chief Financial Officer, Chief Financial Officer, Suite 200
Treasurer and Secretary Treasurer and Secretary Irvine, CA 92612
Debra J. Richardson Director Faculty Member of UC Irvine c/o Cotelligent, Inc.
100 Theory
Suite 200
Irvine, CA 92612
All of the persons listed above are United States citizens.
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EXHIBIT INDEX
The following materials are filed as Exhibits to this Statement:
Exhibit A: Series C Convertible Redeemable Preferred Stock Purchase
Agreement, dated as of August 19, 2002, by and between The Bluebook
International Holding Company, Mark A. Josipovich, Daniel E. Josipovich, Daniel
T. Josipovich, Dorothy E. Josipovich and Cotelligent, Inc.
Exhibit B: Side Letter, dated as of August 19, 2002, from The Bluebook
International Holding Company to Cotelligent, Inc.
Exhibit C: Voting Agreement, dated as of August 19, 2002, by and among The
Bluebook International Holding Company, certain holders listed on the signature
pages thereto and Cotelligent, Inc.
Exhibit D: Right of First Refusal Agreement, dated as of August 19, 2002,
by and among The Bluebook International Holding Company, Mark A. Josipovich,
Daniel E. Josipovich, Daniel T. Josipovich, Dorothy E. Josipovich and
Cotelligent, Inc.
Exhibit E: Investor Rights Agreement, dated as of August 19, 2002, by and
between The Bluebook International Holding Company and Cotelligent, Inc.
Exhibit F: Certificate of Designation of Series C Convertible Preferred
Stock of The Bluebook International Holding Company filed with the Secretary of
State of Delaware on August 19, 2002, as amended