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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
YP.NET, Inc.
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(Name of Issuer)
COMMON STOCK, 0.001 par value
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(Title of Class Securities)
987824109
------------------------------------
(CUSIP Number)
March 31, 2004
--------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X|Rule 13d-1(b)
|_|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 the
disclosure provided in a prior cover page.
The information required in 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).
Page 2 of 10 Pages
..........................
CUSIP No. 987824109
..........................
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NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
1
Husic Capital Management
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (A) |_|
(B) |_|
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 California
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SOLE VOTING POWER
5
7,501,615
------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 6
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7
PERSON WITH: 7,501,615
------------------------------------------------------------------
SHARED DISPOSITIVE POWER
8
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
7,501,615
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
10 INSTRUCTIONS)
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 15.4%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12 PN, IA
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Page 3 of 10 Pages
..........................
CUSIP No. 987824109
..........................
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NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
1
Frank J. Husic & Co.
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (A) |_|
(B) |_|
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 California
--------------------------------------------------------------------------------
SOLE VOTING POWER
5
7,501,615
------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 6
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7
PERSON WITH: 7,501,615
------------------------------------------------------------------
SHARED DISPOSITIVE POWER
8
0
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
7,501,615
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
10 INSTRUCTIONS)
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 15.4%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12 CO, HC
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Page 4 of 10 Pages
..........................
CUSIP No. 987824109
..........................
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NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
1
Frank J. Husic
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (A) |_|
(B) |_|
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 United States
--------------------------------------------------------------------------------
SOLE VOTING POWER
5
7,501,615
------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 6
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7
PERSON WITH: 7,501,615
------------------------------------------------------------------
SHARED DISPOSITIVE POWER
8
0
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
7,501,615
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
10 INSTRUCTIONS)
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 15.4%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12 IN, HC
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Page 5 of 10 pages
Item 1.
(a) Name of Issuer
YP.NET, Inc.
(b) Address of Issuer's Principal Executive Office
4840 East Jasmine St., Suite 105
Mesa, AZ 85205
Item 2.
(a) Name of Person Filing
This statement is being filed by (i) Husic Capital Management,
a California limited partnership and registered investment
adviser ("IA"), (ii) Frank J. Husic and Co., a California
corporation ("Corporate G.P.") and (iii) Frank J. Husic
("Shareholder") (collectively, the "Reporting Persons").
Corporate G.P. controls IA by virtue of its position as the
sole general partner of IA. Shareholder controls IA by virtue
of Shareholder's position as the sole shareholder of Corporate
G.P.
IA's beneficial ownership of the Common Stock is direct as a
result of IA's discretionary authority to buy, sell, and vote
shares of such Common Stock for its investment advisory
clients. Corporate G.P.'s beneficial ownership of Common Stock
is indirect as a result of its control of IA. Shareholder's
beneficial ownership of Common Stock is indirect as a result of
Shareholder's stock ownership in Corporate G.P. The beneficial
ownership of the Corporate G.P. and Shareholder is reported
solely because Rules 13d-1(a) and (b) under the Securities
Exchange Act of 1934, as amended, require any person who is
"directly or indirectly" the beneficial owner of more than five
percent of any equity security of a specified class to file a
Schedule 13G within the specified time period. The answers in
blocks 5, 7, 9 and 11 above and in responses to item 4 by
Corporate G.P. and Shareholder are given on the basis of the
"indirect" beneficial ownership referred to in such Rule, based
on the direct beneficial ownership of Common Stock by IA and
the relationship of Corporate G.P. and Shareholder to IA
referred to above.
Information with respect to each Reporting Person is given
solely by the respective Reporting Person, and no Reporting
Person undertakes hereby any responsibility for the accuracy or
completeness of such information concerning any other Reporting
Person.
(b) Address of Principal Business Office or, if none, Residence
IA's, Corporate G.P.'s and Shareholder's Principal Business
Offices are located at:
555 California Street, Suite 2900
San Francisco, California 94104
(c) Citizenship
IA is a California limited partnership
Corporate G.P. is a California corporation
Shareholder is a United States citizen
Page 6 of 10 pages
(d) Title of Class of Securities
Common
(e) CUSIP Number
987824109
Item 3 If this statement is filed pursuant to Sections 240.13d(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
(c) |_| Insurance Company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |X| An investment adviser in accordance with Section
240.13D-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) |X| A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(114) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Common Stock:
(a) Amount Beneficially Owned: 7,501,615
---------
(b) Percent of Class: 15.4%
-----
(c) Number of shares as to which the joint filers have:
(i) sole power to vote or to direct the vote: 7,501,615
---------
(ii) shared power to vote of to direct the vote: 0
-
(iii) sole power to dispose or to direct the disposition of: 7,501,615
---------
(iv) shared power to dispose of or to direct the disposition of: 0
-
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities,
Page 7 of 10 pages
check the following |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
IA, a registered investment adviser, Corporate G.P., IA's sole general
partner, and Shareholder, the sole shareholder of Corporate G.P., have
the right or the power to direct the receipt of dividends from Common
Stock, and to direct the receipt of proceeds from the sale of Common
Stock to IA's investment advisory clients. No single investment
advisory client of IA owns more than 5% of the Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Corporate G.P. and Shareholder are the equivalent of parent holding
companies for purposes of the Schedule 13G. IA is the equivalent of
Corporate G.P.'s direct subsidiary and Shareholder's indirect
subsidiary, and IA acquired the security being reported on by Corporate
G.P. and Shareholder. IA is a registered investment adviser. See
Exhibit B.
Item 8 Identification and Classification of Members of the Group
Not applicable.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10. Certification
(a) The following certification shall be included if the statement
is filed pursuant to 240.13d-l (b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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.
Page 8 of 10 pages
SIGNATURE
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.
Date: April 2, 2004
HUSIC CAPITAL MANAGEMENT
By: Frank J. Husic & Co.
Its: General Partner
By: /s/ Lesley Jones
--------------------
Lesley Jones
Compliance Officer
FRANK J. HUSIC & CO.
By: Frank J. Husic & Co.
Its: General Partner
By: /s/ Lesley Jones
--------------------
Lesley Jones
Compliance Officer
FRANK J. HUSIC
/s/ Frank J. Husic
------------------
Page 9 of 10 pages
EXHIBIT A
---------
Identification and Classification of Members of the Group
---------------------------------------------------------
Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and
Exchange Act of 1934, the members of the group making this joint filing are
identified and classified as follows:
Name Classification
---- --------------
Not applicable. Not applicable.
Page 10 of 10
EXHIBIT B
---------
Joint Filing Agreement Pursuant to Rule 13d-1
---------------------------------------------
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1)
under the Securities and Exchange Act of 1934 (the "Act") by and among the
parties listed below, each referred to herein as a "Joint Filer." The Joint
Filers agree that a statement of beneficial ownership as required by Sections
13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their
behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint
filing may thereafter be amended by further joint filings. The Joint Filers
state that they each satisfy the requirements for making a joint filing under
Rule 13d-1.
Dated: April 2, 2004
HUSIC CAPITAL MANAGEMENT
By: Frank J. Husic & Co.
Its: General Partner
By: /s/ Lesley Jones
--------------------
Lesley Jones
Compliance Officer
FRANK J. HUSIC & CO.
By: Frank J. Husic & Co.
Its: General Partner
By: /s/ Lesley Jones
--------------------
Lesley Jones
Compliance Officer
FRANK J. HUSIC
/s/ Frank J. Husic
------------------