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. 2)
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
6200 South Quebec Street
Greenwood Village, Colorado 80111
(303) 488-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 7, 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 9 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 14,546,746
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
14,546,746
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,546,746
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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)
32.1%
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14 TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 2 to Statement on Schedule 13D ("Amendment No. 2") 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"), as amended by Amendment No. 1 to Statement on Schedule 13D filed
on July 2, 2001 ("Amendment No. 1"). Capitalized terms not defined herein have
the meaning ascribed to them in the Schedule 13D or Amendment No. 1.
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 August 7, 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 August 6, 2001, First Data executed the Bridge Loan and Common Stock
Purchase Agreement dated as of July 25, 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 August 7, 2001, ValueStar amended and restated its First Negotiation
Agreement with First Data to delete the condition subsequent to such agreement
related to First Data making an additional $1,000,000 investment.
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:
As described in Item 4, which is incorporated herein by reference, as of
August 7, 2001, First Data acquired an additional 5,000,000 shares of Common
Stock, which collectively results in First Data beneficially owning
14,546,746 shares of Common Stock. The 14,546,746 shares of Common Stock
represent approximately 32.1% of the outstanding shares of Common
Stock (such percentage being calculated based
on information provided by ValueStar that as of July 25, 2001, there were
35,820,169 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. 2, is incorporated herein by reference."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
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3. Amended and Restated Right of First Negotiation Agreeement
by and between First Data Corporation and ValueStar
Corporation dated as of August 7, 2001.
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: August 16, 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