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OMB APPROVAL
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OMB Number: 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.
)*
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
(CUSIP Number)
Jeffrey Schechter
6225 Smith Avenue, Suite 210, Baltimore, MD 21209
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the 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).
Persons who respond to
the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB
control number.
Page 1 of 12 pages
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CUSIP No.
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92831L 20 4
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Page
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2
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of
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16
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1
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NAMES OF REPORTING PERSONS
Sterling Venture Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware Limited Partnership
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7
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SOLE VOTING POWER
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NUMBER OF
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0 shares
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,278,616 shares
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,278,616 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,278,616 shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 2 of 12 Pages
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CUSIP No.
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92831L 20 4
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Page
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3
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of
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16
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1
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NAMES OF REPORTING PERSONS
Sterling Venture Partners, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware Limited Liability Company
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7
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SOLE VOTING POWER
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NUMBER OF
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0 shares
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,278,616 shares
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,278,616 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,278,616 shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 3 of 12 Pages
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CUSIP No.
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92831L 20 4
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Page
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4
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of
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16
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1
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NAMES OF REPORTING PERSONS
Michael Bronfein
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States citizen
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7
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SOLE VOTING POWER
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NUMBER OF
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62,000 shares
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,278,616 shares
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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62,000 shares
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,278,616 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,340,616 shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Page 4 of 12 Pages
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CUSIP No.
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92831L 20 4
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Page
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5
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of
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16
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1
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NAMES OF REPORTING PERSONS
Eric Becker
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States citizen
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7
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SOLE VOTING POWER
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NUMBER OF
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0 shares
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,278,616 shares
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,278,616 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,278,616 shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Page 5 of 12 Pages
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CUSIP No.
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92831L 20 4
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Page
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6
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of
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16
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1
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NAMES OF REPORTING PERSONS
Daniel Rosenberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States citizen
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7
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SOLE VOTING POWER
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NUMBER OF
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0 shares
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,278,616 shares
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,278,616 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,278,616 shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Page 6 of 12 Pages
Schedule 13D
Item 1.
Security and Issuer
.
This statement relates to the Common Stock, $.0001 par value (the “Common Stock”), of Visicu,
Inc. (the “Issuer”) having its principal executive office at 217 East Redwood Street, Suite 1900,
Baltimore, Maryland 21202-3315.
Item 2.
Identity and Background
.
This statement is filed by Sterling Venture Partners, L.P., a Delaware limited partnership
(“SVP”); Sterling Venture Partners, LLC, a Delaware limited liability company (“Sterling LLC”)
(collectively with SVP, the “Reporting Entities”); Michael Bronfein (“Bronfein”) and Eric Becker,
each a managing member of Sterling LLC (collectively, the “Managing Members”); and Daniel
Rosenberg, a member of Sterling LLC (collectively with the Managing Members, the “Members”). The
Reporting Entities and the Members are collectively referred to as the “Reporting Persons”.
The address of the principal business office of the Reporting Persons is Sterling Venture
Partners, 6225 Smith Avenue, Suite 210, Baltimore, Maryland 21209.
The principal business of SVP is to invest in expansion stage companies principally in the
United States. The principal business of Sterling LLC is to act as the sole general partner of
SVP. The principal business of each of the Members is to act as a member of Sterling LLC and a
number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been
convicted in a criminal proceeding or has been a party to a civil proceeding ending in 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.
SVP is a limited partnership organized under the laws of the State of Delaware and Sterling
LLC is a limited liability company organized under the laws of the State of Delaware. Each of the
Members is a United States citizen.
The Issuer, Philips Holding USA Inc., a Delaware corporation (the “Parent”), and Ice Merger
Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Merger Sub”),
entered into an Agreement and Plan of Merger dated as of December 18, 2007 (the “Merger Agreement”,
a copy of which is attached hereto as
Exhibit 1
), providing for the merger of the Merger
Sub with and into the Issuer (the “Merger”) on the terms and subject to the conditions set forth
in the Merger Agreement.
In connection with the Merger Agreement, SVP, certain other shareholders of the Issuer (the
“Other Shareholders”), the Issuer, the Parent and the Merger Sub entered into a Voting Agreement,
dated December 18, 2007 (the “Voting Agreement”, a copy of which is attached hereto as
Exhibit
2
), providing, among other things, that each of SVP and the Other Shareholders agrees to vote
all shares of voting capital stock of the Issuer registered in their respective names or
beneficially owned by them (whether held or owned as of the date of the Voting Agreement or any
time thereafter) to approve the Merger and the Merger Agreement.
See Items 4, 5 and 6 for more details regarding the Voting
Agreement
.
Page 7
of 12 pages
The Reporting Persons previously filed a Schedule 13G with the Securities and Exchange
Commission on February 7, 2007 with respect to the beneficial ownership of Common Stock of the
Issuer and this Schedule 13D is intended to supersede such previous Schedule 13G.
Item 3.
Source and Amount of Funds or Other Consideration
.
SVP is the record holder of 3,278,616 shares (the “Record Shares”) of Common Stock of the
Issuer. SVP acquired the Record Shares in a series of private placement transactions with the
Issuer between October 2000 and June 2002 for an aggregate purchase price of $4,606,911.00. The
working capital of SVP was the source of the funds for the purchase. Other than short-term
borrowings that have been repaid, no part of the purchase price paid by SVP was represented by
funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding,
trading or voting the Record Shares.
Each of the Other Shareholders is the record holder of Common Stock of the Issuer as follows:
(i) Partech U.S. Partners IV LLC owns 3,166,162 shares of Common Stock; (ii) Multinvest LLC owns
40,211 shares of Common Stock; (iii) 45th Parallel LLC owns 80,424 shares of Common Stock; (iv)
Double Black Diamond II, LLC owns 120,635 shares of Common Stock; and (v) Cardinal Health Partners,
L.P. owns 3,347,923 shares of Common Stock. The shares of Common Stock held by the Other
Shareholders as set forth above shall hereinafter be referred to herein as the “Other Shareholders’
Securities”. The information regarding the Other Shareholders’ Securities set forth above is based
on the information set forth in Schedule A to the Voting Agreement.
Page 8
of 12 pages
Item 4.
Purpose of Transaction
.
SVP acquired the Record Shares for investment purposes. SVP entered into the Voting Agreement
in connection with the Merger. Pursuant to the Voting Agreement, SVP agreed to vote all of the
shares of Common Stock of the Issuer owned by SVP in favor of the Merger and the Merger Agreement,
to not dispose of any shares of Common Stock of the Issuer without the approval of the Parent and
not to solicit competing bids to acquire the Issuer. The Merger is contingent upon certain closing
conditions, including the approval of the Issuer’s shareholders. Michael Bronfein, a Member of
Sterling LLC, is a member of the Board of Directors of the Issuer. Except as set forth above and
except as may result directly or indirectly from the Merger, none of the Reporting Persons has any
present plans which relate to or would result in:
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(a)
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The acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
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(d)
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Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to fill
any existing vacancies on the board;
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(e)
|
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Any material change in the present capitalization or dividend policy of the
Issuer;
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(f)
|
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Any other material change in the Issuer’s business or corporate structure;
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(g)
|
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Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any person;
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(h)
|
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Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(j)
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Any action similar to any of those enumerated above.
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Item 5.
Interest in Securities of the Issuer
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(a)
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SVP is the record owner of the Record Shares (i.e., 3,278,616 shares of Common Stock).
As the sole general partner of SVP, Sterling LLC may be deemed to beneficially own the
Record Shares. In their capacities with Sterling LLC, each Member may also be deemed to
beneficially own the Record Shares. As of the date hereof, Bronfein is the record holder
of 60,000 shares of Common Stock (the “Bronfein Reported Shares”). In addition, as a
director of the Issuer, Bronfein has been granted an option to purchase an additional 2,000
shares of Common Stock (the “Bronfein Option Shares”, and together with the Bronfein
Reported Shares, the “Bronfein Shares”) and such Bronfein Option Shares are currently
exercisable. Accordingly, Bronfein may be deemed to be
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Page 9 of 12
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the beneficial owner of the Bronfein Shares in addition to the Record
Shares for a total of 3,340,616 shares of Common Stock.
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Based on the Record Shares, each Reporting Person (other than Bronfein) may be deemed to
beneficially own 9.9% of the Common Stock of the Issuer, which percentage is calculated
based upon 33,183,228 shares of Common Stock reported to be outstanding in the Issuer’s
definitive proxy statement filed with the Securities and Exchange
Commission on December 19, 2007 (the “Definitive Proxy”). Based on the Record Shares and the Bronfein Shares,
Bronfein may be deemed to be the beneficial owner of 10.1% of the Common Stock of the
Issuer.
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Each of SVP and the Other Shareholders has agreed, pursuant to the terms of the Voting
Agreement, to vote all shares of voting capital stock registered in its name or beneficially
owned by it (whether held or owned as of the date of the Voting Agreement of any time
thereafter) to approve the Merger and has granted Parent a proxy to vote such shares to
approve the Merger. SVP and the Other Shareholders have also agreed
not to dispose of any shares of Common Stock of the Issuer held by them without the consent of the Parent and not
to solicit competing bids to acquire the Issuer.
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The Other Shareholders collectively hold the Other Shareholders’ Securities consisting of
6,755,355 shares of Common Stock. As a result of entering into the Voting Agreement, SVP
and the Other Shareholders may be considered a “group” and, in such case, SVP, Sterling LLC,
as the sole general partner of SVP, and the Members, in their capacities with Sterling LLC,
may also be deemed to beneficially own the Other Shareholders’ Securities.
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If SVP and the Other Shareholders are considered a “group”, each Reporting Person (other
than Bronfein) may be deemed to beneficially own 10,033,971 shares of Common Stock of the
Issuer, representing 30.2% of the Common Stock of the Issuer, which percentage is calculated
based upon the 33,183,228 shares of Common Stock reported to be outstanding in the Issuer’s
Definitive Proxy. If
SVP and the Other Shareholders are considered a “group”, Bronfein may be deemed beneficially
own 10,095,971 shares of Common Stock of the Issuer, representing 30.4% of the Common Stock
of the Issuer, which percentage is calculated based upon the 33,183,228 shares of Common
Stock reported to be outstanding in the Issuer’s Definitive Proxy. Each Reporting Person disclaims membership
in a “group”. Each Reporting Person also disclaims beneficial
ownership of any shares of the Issuer, except for SVP with respect to the Record Shares and
except for Bronfein with respect to the Bronfein Shares.
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(b)
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Regarding the number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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0 shares for each Reporting Person except Bronfein. 62,000 shares for
Bronfein which includes the Bronfein Shares.
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(ii)
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shared power to vote or to direct the vote:
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3,278,616 for each of the Reporting Persons.
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(iii)
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sole power to dispose or to direct the disposition:
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Page 10 of 12
pages
0 shares for each Reporting Person
except Bronfein. 62,000 shares for
Bronfein which includes the Bronfein Shares.
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(iv)
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shared power to dispose or to direct the disposition:
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3,278,616 for each of the Reporting Persons.
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(c)
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Except for the Voting Agreement discussed above, none of the Reporting Persons
has effected any transaction in the Common Stock during the last 60 days.
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(d)
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No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of, the Record Shares
beneficially owned by any of the Reporting Persons.
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(e)
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Not Applicable.
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Item 6.
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of
the Issuer
.
In connection with the Merger, SVP, the Other Shareholders, the Issuer, the Parent and the
Merger Sub entered into the Voting Agreement, wherein each of SVP and the Other
Shareholders agreed to vote all of the shares of voting capital stock of the Issuer
registered in its name or beneficially owned by it (whether held or owned as of the date
of the Voting Agreement or any time thereafter) in favor of: (i) the Merger; (ii) the
execution, delivery and performance by the Issuer of the Merger Agreement; and (iii) the
approval of the terms of and in favor of the other actions contemplated by the Merger
Agreement and any action required in furtherance thereof; provided, however, that no party
to the Voting Agreement shall be required to vote its shares of voting capital stock of
the Issuer as provided above if the terms of the Merger or the Merger Agreement are
amended or otherwise modified after December 18, 2007 in a manner that is adverse to such
party in material respect. SVP and the Other Shareholders also agreed not to dispose of
any shares of Common Stock of the Issuer without the approval of the Parent and not to
solicit any competing bids to acquire the Issuer.
SVP and the Other Shareholders own, in the aggregate, approximately 30.2% of the
outstanding voting capital stock of the Issuer.
The Voting Agreement terminates upon the earlier of: (i) the consummation of the Merger;
and (ii) upon the termination of the Merger Agreement.
Item 7.
Material to be Filed as Exhibits
.
Exhibit 1 — Merger Agreement dated December 18, 2007.
Exhibit 2 — Voting Agreement dated December 18, 2007.
Exhibit 3 — Agreement regarding filing joint Schedule 13D.
Exhibit 4 — Power of Attorney regarding Schedule 13D filings.
Page 11 of 12
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true, complete and correct.
Date: December 27, 2007
STERLING VENTURE PARTNERS, L.P.
By: STERLING VENTURE PARTNERS, LLC
General Partner
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By:
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*
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Michael Bronfein
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Managing Member
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STERLING VENTURE PARTNERS, LLC
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By:
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*
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Michael Bronfein
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Managing Member
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*
Michael Bronfein
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*
Eric Becker
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*
Daniel Rosenberg
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*/s/ Jeffrey Schechter
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Jeffrey Schechter
As attorney-in-fact
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This Schedule 13D was executed by Jeffrey Schechter pursuant to a Power of Attorney which is being
filed with the Securities and Exchange Commission with this Schedule 13D filing for Visicu, Inc.
and said Power of Attorney is incorporated herein by reference and a copy of which is attached as
Exhibit 4
.
Page 12 of 12
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