SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ALIGN TECHNOLOGY, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
016255101
(CUSIP Number)
NOVEMBER 14, 2002
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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).
**The total number of shares reported herein is 5,813,414 shares, which
constitutes approximately 10.1% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 57,708,120 shares
outstanding.
2
CUSIP No. 016255101
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1. Name of Reporting Person:
Oak Hill Capital Partners, L.P.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
5. Sole Voting Power: 5,461,259 (1)
Number of
Shares ------------------------------------------------
Beneficially 6. Shared Voting Power: -0-
Owned By
Each ------------------------------------------------
Reporting 7. Sole Dispositive Power: 5,461,259 (1)
Person
With ------------------------------------------------
8. Shared Dispositive Power: -0-
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,461,259
--------------------------------------------------------------------------------
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9): 9.5%
--------------------------------------------------------------------------------
12. Type of Reporting Person: PN
--------------------------------------------------------------------------------
------------------------
(1) Power is exercised through its general partner, OHCP GenPar, L.P.
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CUSIP No. 016255101
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1. Name of Reporting Person:
OHCMP Align, L.P.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
5. Sole Voting Power: 286,366 (1)
Number of
Shares ------------------------------------------------
Beneficially 6. Shared Voting Power: -0-
Owned By
Each ------------------------------------------------
Reporting 7. Sole Dispositive Power: 286,366 (1)
Person
With ------------------------------------------------
8. Shared Dispositive Power: -0-
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
286,366
--------------------------------------------------------------------------------
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9): 0.5%
--------------------------------------------------------------------------------
12. Type of Reporting Person: PN
--------------------------------------------------------------------------------
------------------------
(1) Power is exercised through its general partner, Oak Hill Capital Management
Partners, L.P.
4
CUSIP No. 016255101
--------------------------------------------------------------------------------
1. Name of Reporting Person:
Oak Hill Capital Management Partners, L.P.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
5. Sole Voting Power: 352,155 (1)(2)
Number of
Shares ------------------------------------------------
Beneficially 6. Shared Voting Power: -0-
Owned By
Each ------------------------------------------------
Reporting 7. Sole Dispositive Power: 352,155 (1)(2)
Person
With ------------------------------------------------
8. Shared Dispositive Power: -0-
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
352,155 (2)
--------------------------------------------------------------------------------
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9): 0.6%
--------------------------------------------------------------------------------
12. Type of Reporting Person: PN
--------------------------------------------------------------------------------
------------------------
(1) Power is exercised through its general partner, OHCP GenPar, L.P.
(2) Solely in its capacity as general partner of OHCMP Align, L.P. with respect
to 286,366 shares of the Stock.
5
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13G Statement dated February 5, 2002
(the "Schedule 13G"), relating to the Common Stock, par value $0.0001 per share
(the "Stock"), of Align Technology, Inc. (the "Issuer"). Unless otherwise
indicated, all defined terms used herein shall have the same meanings as those
set forth in the Schedule 13G.
Item 2(a). Names of Persons Filing.
Item 2(a) is hereby amended and restated in its entirety as follows:
Pursuant to Regulation 13D-G of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
file this Schedule 13G Statement on behalf of Oak Hill Capital Partners, L.P., a
Delaware limited partnership ("OHCP"), OHCMP Align, L.P., a Delaware limited
partnership ("OHCMP Align"), and Oak Hill Capital Management Partners, L.P., a
Delaware limited partnership ("OHCMP") (the "Reporting Persons"). Additionally,
information is included herein with respect to the following persons (the
"Controlling Persons"): OHCP GenPar, L.P., a Delaware limited partnership ("OHCP
GenPar"), and OHCP MGP, L.L.C., a Delaware limited liability company ("OHCP
MGP"). The Reporting Persons and the Controlling Persons are sometimes
hereinafter collectively referred to as the "Item 2 Persons." The Item 2 Persons
are making this single, joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Act, although neither the
fact of this filing nor anything contained herein shall be deemed to be an
admission by the Item 2 Persons that such a group exists.
OHCP acquired 2,565,789 shares of the Stock and OHCMP acquired 65,789
shares of the Stock pursuant to a Stock Purchase Agreement, dated as of November
14, 2002 (the "Stock Purchase Agreement"), among the Company and the Investors
party thereto (collectively, the "Investors"). The Stock Purchase Agreement also
contains provisions regarding, among other things, the disposition of shares of
the Stock and the registration of the Stock for sale in the public markets. By
virtue of the Stock Purchase Agreement, OHCP and OHCMP may be deemed to be a
group with the other Investors within the meaning of Section 13(d)(3) of the
Act, and, as a result, to have beneficial ownership of the Stock beneficially
owned by the other Investors. OHCP and OHCMP disclaim such beneficial ownership
and are filing this Schedule 13G on behalf of themselves and not on behalf of
any other person or entity.
Item 2(b). Address of Principal Business Office, or if None, Residence.
Item 2(b) is hereby amended and restated in its entirety as follows:
The address of the principal business office of each of the Reporting Persons
and Controlling Persons is 201 Main Street, Suite 3100, Fort Worth, Texas 76102.
Item 4. Ownership.
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Item 4 is hereby amended and restated in its entirety as follows:
(a) - (b)
REPORTING PERSONS
-----------------
By virtue of the Stock Purchase Agreement, OHCP and OHCMP may be deemed to be a
group with the other Investors within the meaning of Section 13(d)(3) of the
Act, and, as a result, to have beneficial ownership of the Stock beneficially
owned by the other Investors. OHCP and OHCMP disclaim such beneficial ownership.
OHCP
The aggregate number of shares of the Stock that OHCP owns beneficially,
pursuant to Rule 13d-3 of the Act, is 5,461,259, which constitutes approximately
9.5% of the outstanding shares of the Stock.
OHCMP Align
The aggregate number of shares of the Stock that OHCMP Align owns beneficially,
pursuant to Rule 13d-3 of the Act, is 286,366, which constitutes approximately
0.5% of the outstanding shares of the Stock.
OHCMP
Because of its ownership of 65,789 shares of Stock and its position as general
partner of OHCMP Align, OHCMP may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of an aggregate of 352,155 shares of the Stock, which
constitutes approximately 0.6% of the outstanding shares of the Stock.
CONTROLLING PERSONS
-------------------
OHCP GenPar
Because of its position as general partner of each of OHCP and OHCMP, OHCP
GenPar may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 5,813,414 shares of the Stock, which constitutes approximately 10.1% of
the outstanding shares of the Stock.
OHCP MGP
Because of its position as general partner of OHCP GenPar, OHCP MGP may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
5,813,414 shares of the Stock, which constitutes approximately 10.1% of the
outstanding shares of the Stock.
To the best of the knowledge of each of the Item 2 Persons, other than as set
forth above, none of
7
the persons named in Item 2 herein is the beneficial owner of any shares of the
Stock.
(c)
REPORTING PERSONS
-----------------
OHCP
Acting through its general partner, OHCP has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 5,461,259 shares of the
Stock.
OHCMP Align
Acting through its general partner, OHCMP Align has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 286,366 shares of
the Stock.
OHCMP
Acting through its general partner, OHCMP has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 65,789 shares of
the Stock. As the general partner of OHCMP Align, acting through its general
partner, OHCMP has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 286,366 shares of the Stock.
CONTROLLING PERSONS
-------------------
OHCP GenPar
As the general partner of OHCP and of OHCMP, GenPar has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 5,813,414
shares of the Stock.
OHCP MGP
As the general partner of OHCP GenPar, OHCP MGP has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 5,813,414 shares
of the Stock.
Item 8. Identification and Classification of Members of the Group.
Item 8 is hereby amended and restated in its entirety as follows:
This Schedule 13G Statement is being filed on behalf of each of the Item 2
Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1)(iii). The identity of each of
the Item 2 Persons is set forth in Item 2(a) hereof. The agreement required by
Rule 13d-1(k)(1)(iii) is attached hereto as Exhibit A.
8
Item 10. Certifications
By signing below, we certify that, to the best or our knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
9
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
DATED: November 26, 2002
OAK HILL CAPITAL PARTNERS, L.P.
By: OHCP GENPAR, L.P., general partner
By: OHCP MGP, L.L.C., general partner
By: /s/ Kevin G. Levy
---------------------------------------
Kevin G. Levy, Vice President
OHCMP ALIGN, L.P.
By: OAK HILL CAPITAL MANAGEMENT PARTNERS,
L.P., general partner
By: OHCP GENPAR, L.P., general partner
By: OHCP MGP, L.L.C., general partner
By: /s/ Kevin G. Levy
---------------------------------------
Kevin G. Levy, Vice President
OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.
By: OHCP GENPAR, L.P., general partner
By: OHCP MGP, L.L.C., general partner
By: /s/ Kevin G. Levy
---------------------------------------
Kevin G. Levy, Vice President