SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)(1)
(AMENDMENT NO. 1)
VALUESTAR CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
919910 10 9
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(CUSIP Number)
Michael T. Whealy
First Data Corporation
Suite 1400
5660 New Northside Drive
Atlanta, Georgia 30328-5800
(770) 857-0001
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 21, 2001
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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 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 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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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 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: 919910109 13D PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FIRST DATA CORPORATION
IRS NO. 47-0731996
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a): / /
(b): / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 9,546,746
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
9,546,746
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,546,746
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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)
24.1%
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14 TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 to Statement on Schedule 13D ("Amendment No. 1") of
First Data Corporation, a Delaware corporation ("First Data"), amends and
supplements First Data's original Schedule 13D filed on February 20, 2001 (the
"Schedule 13D") relating to the common stock (the "Common Stock"), par value
$0.00025 per share, of ValueStar Corporation, a Colorado corporation
("ValueStar"). Capitalized terms not defined herein have the meaning ascribed to
them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby supplemented and amended to add the
following:
"The source of First Data's June 21, 2001 investment in ValueStar was
working capital."
ITEM 4. PURPOSE OF TRANSACTIONS.
Item 4 of the Schedule 13D is hereby supplemented and amended to add the
following:
"As of June 21, 2001, First Data executed the Bridge Loan and Common Stock
Purchase Agreement dated as of June 14, 2001 (the "Purchase Agreement") pursuant
to which First Data invested $1,000,000 in exchange for a promissory note (the
"Note") in the aggregate principal amount of $1,000,000, and 5,000,000 shares of
Common Stock. The Note has a maturity date (the "Maturity Date") of April 30,
2002 and accrues interest at the rate of 12.0% simple interest per year. Subject
to certain conditions, in the event ValueStar completes a financing prior to the
Maturity Date involving the issuance of senior convertible notes, the Note is
mandatorily convertible into such senior convertible notes on the same terms as
other investors in such offering.
As of June 21, 2001, ValueStar entered into a Right of First Negotiation
Agreement (the "First Negotiation Agreement") with First Data. Pursuant to the
First Negotiation Agreement, subject to certain conditions, if ValueStar were to
receive a bona fide proposal from one of a specified list of companies for a
merger, acquisition or sale of stock or assets transaction ("Acquisition
Transaction"), then prior to entering into negotiations, ValueStar has agreed to
notify First Data of the proposal and the proposed terms of the Acquisition
Transaction. If ValueStar's board of directors determines to pursue negotiations
with one of these specified companies regarding an Acquisition Transaction, then
before entering into negotiations, ValueStar has agreed that First Data will
have ten business days to submit a counter-offer. During this ten-day period,
ValueStar would not be permitted under its Right of First Negotiation Agreement
to engage in negotiations with the specified company. If First Data were to
submit a counter-offer, ValueStar has agreed that it would not be able to accept
the proposal for the Acquisition Transaction with the specified company unless
ValueStar's board of directors determined that the proposal of the specified
company was financially superior to First Data's counter-offer, provided that
the Board of Directors would be permitted to accept the proposal if required to
do so to meet its fiduciary duties under applicable law, as determined by a
final judgment of a court of competent jurisdiction. In such event, First Data
would have the right to cause ValueStar to redeem First Data's equity interests
in ValueStar based on the implied equity
valuation included in the Acquisition Transaction, as well as any outstanding
debt securities at the face amount of such indebtedness.
The descriptions of these transactions are qualified in their entirety by
the full text of the agreements incorporated by reference as exhibits hereto."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a), (b) and (c) of the Schedule 13D is hereby supplemented and
amended to add the following:
"First Data Merchant Services Corporation ("FDMS"), an indirect
wholly-owned subsidiary of First Data, has previously been issued (i) 44,445
shares of Series CC Stock and (ii) Warrants to purchase 1,333,350 shares of
Common Stock. ValueStar has notified First Data that the conversion price for
the Series CC Stock has been adjusted from $0.75 per share of Common Stock to
approximately $0.62 per share (currently resulting in the issuance of
approximately 72 shares of Common Stock for each share of Series CC Stock).
As described in Item 4, which is incorporated herein by reference, as of
June 21, 2001, First Data acquired an additional 5,000,000 shares of Common
Stock, which collectively results in First Data beneficially owning 9,546,746
shares of Common Stock. The 9,546,746 shares of Common Stock represent
approximately 24.1% of the outstanding shares of Common Stock (such percentage
being calculated based on information provided by ValueStar that as of June 14,
2001, there were 30,022,219 shares of Common Stock issued and outstanding). The
foregoing calculation excludes, pursuant to Rule 13-d under the Securities
Exchange Act of 1934, as amended, shares of Series A Preferred Stock, Series B
Preferred Stock and Series CC Preferred Stock (other than the shares held by
FDMS), each of which is convertible into shares of Common Stock."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
"The information set forth under Items 3, 4 and 5 of this Schedule 13D, as
amended by Amendment No. 1, is incorporated herein by reference."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
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1. Form of Bridge Loan and Common Stock Purchase Agreement
dated as of April 24, 2001 between ValueStar and purchasers
named therein (1) (Exhibit 4.42)
2. Form of Convertible Promissory Note due April 30, 2002
between the ValueStar and the investors named therein (1)
(Exhibit 4.43)
3. Right of First Negotiation Agreeement by and between First
Data Corporation and ValueStar Corporation dated as of June
21, 2001.
(1) Incorporated herein by reference to ValueStar's Current Report on form 8-K
(File No. 0-22619), filed with the Securities and Exchange Commission on
May 29, 2001 (parenthetical references refer to the Exhibit Number in the
ValueStar 8-K).
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: July 2, 2001
FIRST DATA CORPORATION
By: /s/ Michael T. Whealy
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Name: Michael T. Whealy
Title: Executive Vice President, Chief Administrative
Officer, General Counsel and Secretary