SC 13D 1 y44216sc13d.txt SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 WATTAGE MONITOR INC. --------------------- (Name of Issuer) Common Stock, Par Value $.01 ----------------------------- (Title of Class of Securities) 94274R1023 ----------- (CUSIP Number) David S. Brosgol, Esq. Frode Jensen, Esq. Weiss, Peck & Greer, LLC Pillsbury Winthrop LLP One New York Plaza Financial Centre New York, NY 10004 695 East Main Street 212-908-9789 Stamford, CT 06904 203-348-2300 -------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 28, 2000 ------------------ (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 which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following: [ ] 2 SCHEDULE 13D

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7 (1) WPG Software Fund, L.P., directly owns 5,316,730 shares; WPG Raytheon Software Fund, L.P., directly owns 9,269,738 shares; and WPG Institutional Software Fund, L.P., directly owns 7,599,161 shares. Weiss, Peck & Greer, LLC, is the general partner and discretionary investment advisor of WPG Software Fund, L.P., WPG Raytheon Software Fund, L.P., and WPG Institutional Software Fund, L.P., (collectively, the "WPG Funds") and may be deemed to have shared voting and dispositive power with respect to the shares owned by the WPG Funds. Benjamin J. Taylor is a general partner of WPG Software Fund, L.P. and may be deemed to have shared voting and dispositive power with respect to the 5,316,730 shares owned by that fund. ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, $0.01 par value per share (the "Common Stock"), of WATTAGE MONITOR INC., a Nevada corporation (the "Issuer"). The Issuer's principal executive offices are located at 110 Kietzke Lane, Reno, Nevada 89502. ITEM 2. IDENTITY AND BACKGROUND The persons filing this statement are each of the WPG Funds, Weiss, Peck & Greer, LLC, and Mr. Taylor (collectively, the "Reporting Persons"). The WPG Funds are each Delaware limited partnerships whose principal business is investing in various companies. The principal offices of the WPG Funds are located at One New York Plaza, New York, New York 10004. Weiss, Peck & Greer, LLC, is a Delaware limited liability company whose principal business is to provide discretionary investment management services to institutional clients. The principal offices of Weiss, Peck & Greer, LLC, are located at One New York Plaza, New York, New York 10004. The members of the executive committee of Weiss, Peck & Greer, LLC are Stephen Weiss, Roger Weiss, Philip Greer, Gill Cogan, Wesley Lang, Constant Korthout, and Ronald Hoffner (collectively, the "WPG Managing Members"). The business address of each of the WPG Managing Members is One New York Plaza, New York, New York 10004. Benjamin J. Taylor is the co-general partner of WPG Software Fund, L.P. Mr. Taylor's business address is One New York Plaza, New York, New York 10004. During the last five years, none of the Reporting Persons or, to the best of the Reporting Persons' knowledge, the WPG Managing Members have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or it is or was 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 Each of the WPG Funds funded its purchases of the Common Stock from its own working capital. None of the funds used to purchase such securities consisted of funds or other 8 consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the shares of common stock. ITEM 4. PURPOSE OF TRANSACTION The WPG Funds effected the transaction reported in this statement in the ordinary course of business for investment purposes. From time to time, the WPG Funds may acquire additional shares of the Issuer's common stock or dispose of some or all of the shares owned by them. None of the Reporting Persons has any other plans that relate to or would result in any of the items listed in paragraphs (a) through (j) of Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b) The following is the amount of Common Stock that is beneficially owned by each Reporting Person:

As the general partner and discretionary investment advisor of the WPG Funds, Weiss, Peck & Greer, LLC shares voting and dispositive power over the 22,185,729 shares of Common Stock owned by the WPG Funds and may be deemed beneficially to own such shares, representing approximately 49.9% of the outstanding shares of Common Stock. As the co-general partner of the WPG Software Fund, L.P., Mr. Taylor shares voting and dispositive power over the 5,316,830 shares of Common Stock owned by the WPG Software Fund, L.P., and may be deemed beneficially to own such shares, representing approximately 12.0% of the outstanding shares of common stock of the Issuer. (c) On September 30, 2000, a limited partner of WPG Software Fund, L.P., received 3,700 shares of Common Stock in a redemption of its share of the fund. On January 2, 2001, that limited partner returned the shares as part of its reinvestment in the fund. (d) Except as set forth above, no other 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 shares of common stock of the Issuer. (e) Not applicable. 9 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except to the extent described in Items 2 and 5, none of the persons identified in Item 2 is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer. Item 7. Material To Be Filed as Exhibits Exhibit A Joint Filing Agreement Exhibit B Powers of Attorney related to Weiss, Peck & Greer, LLC, WPG Software Fund, L.P., WPG Raytheon Software Fund, L.P., WPG Institutional Software Fund, L.P., and Benjamin J. Taylor 10 SIGNATURES 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. Dated: January 8, 2001 WEISS, PECK & GREER, LLC By: /s/ David S. Brosgol --------------------------- Name: David S. Brosgol Title: Attorney-in-Fact WPG SOFTWARE FUND, L.P By: /s/ David S. Brosgol --------------------------- Name: David S. Brosgol Title: Attorney-in-Fact WPG RAYTHEON SOFTWARE FUND, L.P By: /s/ David S. Brosgol --------------------------- Name: David S. Brosgol Title: Attorney-in-Fact WPG INSTITUTIONAL SOFTWARE FUND, L.P By: /s/ David S. Brosgol --------------------------- Name: David S. Brosgol Title: Attorney-in-Fact BENJAMIN J. TAYLOR By: /s/ David S. Brosgol --------------------------- Name: David S. Brosgol Title: Attorney-in-Fact 11 EXHIBIT INDEX Exhibit Description Exhibit A Joint Filing Agreement Exhibit B Powers of Attorney related to Weiss, Peck & Greer, LLC, WPG Software Fund, L.P., WPG Raytheon Software Fund, L.P., WPG Institutional Software Fund, L.P., and Benjamin J. Taylor

WATTAGE MONITOR INC SC 13D