FORM D

UNITE~ STATES SECtJRITIES AND EXCHANGE COMMISSION Washington, D.C. 211549

D~J3{o1
Prefix

FORM D
NOTICE OF SALE OF SECURITIES PURSUANT TO REGULATION D, SECTION 4(6), AND/OR UNIFORM LIMITED OFFERING EXEMPTION
. '.: N_~me?~ Offering check if this is an amendment and name has changed, and indicate change.) . AFFINITY VENTURES CAPITAL FUND I, LLC, CLASS SB-5 COMMON UNITS Filing Under (Check boxtcs) that apply): 0 Rule 504 0 Rule 505 0 Rule 506 0 Section 4(6) Type of Fi!ing:' 0 New Filing 0 Amendment , -v-. • r A. BASIC IDENTIFICATION I. . Enter the information requested about the issuer Name of Issuer ( 0 check if this is an amendment and name has changed, and indicate change.) AFFINITY VENTURES CAPITAL FUND I, LLC DATA

OMB APPROVAL OMS Number: 3235-0076 Expires: May 31,2005 Estimated average burden hours per response 16.00
SEC USE ONLY
Serial

DATE REC EIVED

I I

to

Telephone Nilmber'(lncludrng Area Code) Address of ExecutiveOffices (Number and Street, City. State, Zip Code) 405-235-5700' ,~/ 211 NORTH ROBINSON, SUITE 210, OKLAHOMA CITY, OK 73102 Telephone Number (Including Area Code) (Number and Street, City. State, Zip Code) Address of Principal Business Operations , (if different from Executive Offices) Brief Description of Business J, PASS THROUGH VENTURE CAPITAL ENTITY Type of Business Organization corporation', business trust

o o

o o

limited partnership, already formed limited partnership, to be formed

other (please specify); ;limited liabill1v ..nnl'An

Month Year Actual or Estimated pate of Incorporation or Organization:. [{[[9] ~ I2l Actual 0 Estimated Jurisdiction of Incorporation or Organization; (Enter two-letter U.S. Postal Service abbreviation for State: : CN for Canada: FN for other foreign jurisdiction) I!l[] GENERAL INSTRUCTIONS
Federal: '_. . Who Must File; All i§suersmaking an offering of'securities in reliance on an exemption under Regulation D or Section 4(6), J7 CFR 230.501 et seq. or 15 U.S.c. 77d(6). ";.., : :~.~ I Whell To File: A notice must-be 'filed 'no later than 15 days after the first sale of securities in the offering. A notice is deemed filed with the U.S. Securities and Exchange CommissiOl; (SEC) on the earlier of the date it is received by the SEC at the address given below or, if received at that address after the date on which it is due, on the date it-was mailed by United States registered or certified mail to that address. Where To File: U.~;' Se~Uriti~S and Exchange Commission, 450 Fifth Street. N.W., Washington, D.C. 20549.

Fjye (5) copies of this notice must be filed with the SEC, one of which must be manually signed. Any clopies not manually signed must be photocopies of the manually '~igned copy or bear typed or printed signatures. ~~ .., ':.. '. 1 Information Required: A new filing l_O!lst ontain all information requested. Amendments need only report the name of the issuer and offering, any changes c thereto, the informaiion requested in Part C. and any material changes from the information previously supplied in Parts A and B. Part E and the Appendix need not be filed with thC:SEC. '..:
Copies Required:

State: . This notice shall be,\lsed to indicate reliance 011 the Uniform Limited Offering Exemption (ULOE) for sales of securities in those states that have adopted ULOE and that have adopted this form. Issuers relying on lJLOE must tile a separate notice with the Securities Administrator in each state where sales are to be, or have b~en made. If a state requires the payment of a fee as a precondition to the claim for the exemption, a fce in the proper amount shall accompany this fo This notice shall be filed in the appropriate states in accordance with state law. The Appendix' to the notice constitutes a part of this notice and mus,t be completed.

Filmg Fee: There is no federal fil;:ng fee. "

nn.

"

ATIENTION---------:---------,

Failure to 1ile notice in the appropriate states will not result in a loss 01 the lederal exemption. Conversely, failure to file the appropriate federal notice will not result in a loss 01an available state exemption unless such exemption is predictated on the filing 01 a 'ede:ral notice. , SEC 1972 (6-02)
!,

Persons required

who respond to the collection of information contained in this form ar'e not to respond unless the form displays a currenlly valid OMS control number.

10f9

2.

Enter the infomi~lion requested for the following: • • • • Each promoter of the issuer, if the issuer ha~ b~e~.o~~anized within the past five years; Each beneficial owner having the power to vote or dispose, or direct the vote or disposition of, 10% or more of a class of equity securities of the issuer. Each executive officer and director of corpor~te issuers and of corporate general and managing partners of partnership Each general and managing partner of partnership issuers.

issuers; and

Check Box(cs) that Apply:

Promoter

Beneficial Owner

Executive Officer

Director

eI .General

and/or Managing Partner

Full Name (Last name. first, if individual)

AFFINITY VENTURES, lLC

Business or Residence Address (Number and Street, City, State, Zip Code)

211 NORTH ROB[NSON, SUITE 210, OKLAHOMA CITY, OK 73102

Check Rox(es) that A'pply:

Promoter

III

Beneficial Owner

Executive Officer

Director

oI

General andlor , Managing Partner

Full Name (Last name first, if individual)

BENEVOLENT HOLDINGS CORPORATION

Business or Residence Address (Number and Street, City, State, Zip Code)

211 NORTH ROBINSON, SUITE 210, OKLAHOMA CITY, OK 73102

Check Box(es) that Apply:

Promoter

Beneficial Owner

Executive Officer

Director

i General andlor Managing Partner

Full Name (Last nam~ first, if individual)

MCDONALD, ROBERT 0,
Business or Residence Address (Number and Street, City, State, Zip Code)

211 NORTH ROBI",SON, SUITE 210, OKLAHOMA CITY, OK 73102

Check Box(es) that Apply: ,<

Promoter

Beneficial Owner

Executive Officer

Director

0:

General.and/or I Managtng Partner

Full Name (Last name,< first, if individual)

RADER, ROBERT!G,
Business or Residence Address

"

(Number and Street, City, State, Zip Code)

211 NORTH ROB:INSON, SUITE 210, OKLAHOMA CITY, OK 73102

Check Box(es) that Apply:

Promoter

o· Beneficial

Owner

Executive Officer

Director

General and/or Managing Partner

Full Name (Las! name first, if individual)

HARGIS, JERRI

't.

Business or Residence Address

(Number and Street, City, State, Zip Code)

211 NORTH ROB!,NSON, SUITE 210, OKLAHOMA CITY, OK 73102

Check Box( es) that Apply:

Promoter

Beneficial Owner

Executive Officer

Director

D· General

andlor Managing Partner

Full Name (Last name first, if individual)

Business or Residence Address

(Number and Street, City, State, Zip Code)

Check Box(es) that Apply:

Promoter

Beneficial Owner

Executive Officer

Director

o i General
I

and/or M anagi ng Partner

Full Name (Last name first, if individual)

Business or Residence Address

(Number and Street, City, Stale, Zip Code)

(Use blank sheet, or copy and use additional 20f9

copies of this sheet, as necessary)

Yes
I.

No

Has the issuer sold, or does the issuer intend to sell, to non-accredited Answer also in Appendix, Column

investors

in this offering?

,,",', .. ,
I

2, if filing undcr ULOE. . ..

2. 3. 4.

What is the minimum

" Does the offeri~g

investment

that will be accepted

from any individual?

S 10,000.00
Yes No

Enter the information requested for each person who commission or similar remuneration for solicitation of If a person to b~ listed is an associated person or agent or states. list the name of the broker or dealer. If'more a broker or dealer, you may set forth the information
_l."

permit joint ownership

of a single unit?

I!I

!d

has been or will be: paid or given, directly or indirectly, any purchasers in connection with sales of securities in the loffering. of a broker or dealer registered with the SEC and/or with II state than five (5) persons to be: listed are associated person's of such for that broker or dealer only.

Full Name (Last name first. if individual) CAPITAL WEST ~ECURITIES, INC. Business or Residence Address Broker (Number and Street, City, State, Zip Code) 211 NORTH ROBINSON, SUITE 200, OKLAHOMA CITY, OK 73102 Name of Associated

.~

or Dealer or Inlends to Solicit Purchasers I

States in Which Person (Check IALI "All States" . IAK.:I IINI INEI Iscl
I'

Listed Has Solicited or check individual IAZI IARI IKSI

States) ................................................................................................................. ICAI IKYI Icol ILA]' INMI IUTI IcT! .IMEI INYI lyTl 10EI IMO] INC] IVAI loci IMA] INOI IWAI IFLI

All States

lGAI

WJ
IMTI

1m
INYI 1501

ill]

rsm
ITNI

[ill]
10HI Iwvl

,IMNI
j

om
IMSI 10RI IWyl

[]TI
IMOI IPAI IPRI

tsn
ITXI

ilQKI ,IWII

Full Name (Last name first, if individual) Business or Residence

!

Address

(Number

and Street, City. State, Zip Code)

Name of Associated

Broker

or Dealer or Intends States) ICAI IKYI Icol ILAI INM] I uTi to Solicit Purchasers "" " 10EI IMOI INCI IVAI "" loci IMAI INOI IWAI " " " ..~ " , IGAI IIMNI '10K]
I

States in Which Person (Check IALI "All States" IAKI liNd INEI Iscl
"

Listed Has Solicited or check individual IAZI IARI IKSI INHI ITNI

..

All States

ICTI
IMEI INYI IVTI

[KJ
IMTI

[MJ
INYI Isol

tm
10HI Iwvl

[ill]

OlD
IMSI lOR] IWyl

[ill]
IMOI IPAI IPRI

[ill

lliIJ
ITXI

LWJ

Full Name (Last name first. if individual) Business or Residence Address (Number and Street, City, State. Zip Code)

Name of Associated Broker

or Dealer or Intends States) ICAI IKYI to Solicit Purchasers :............... IFLI IIGAI IMNI lOKI IIWII

States in Which Person Listed Has Solicited (Check IALI "All States" IAKI IIN'I [NEI Isci or check individual IAZI IARI

................................................................................................. Icol ILAI INMI ]uTI ICTI IMEI INYI lyTl IDEI IMDI INCI IVAI loci IMAI INOI IWAI

D All

States

[KJ
IMTI

OAJ
[Nvi Isol

[K[]
INHI ITNI

[MIJ
10HI Iwvl

om
IMSI ]oR I IWYI

[Jill
IMOI IPAI IPRI

[N[]
ITxl

ill]

(Use blank sheet, or copy and use additional 30f9

copies of this sheet, as necessary.)

I'

I.

Enter the aggregate offering price of securities included in this offering and the total amount already sold. Enter "O'~!ifthe answer is "none" or "zero." lethe transaction is an exchange offering, check this box 0 and indicate in the columns below the amounts of the securities offered for exchange and already exchanged. Type of Se~urity Debt Equity :: , Aggregate Offering Price
$__ ..;._ __

Amount Already Sold $_---$_---_

L
Securities (including warrants) , , ) ,', ,', ,', ',., , '"

$__

-,- __

o Common

Preferred $ $__ , -'$_---$_--400,000.00

Convertible

Partnership, Interests

Other (Spe:Cify LLC UNITS Toi~1 ."., ;;

2.

$ 400,000.00 $ 400,qOO.00

,',

"'

'

s s

400,000.00

;~Answer also in Appendix,

Column 3, if filing under ULOE.

Enter the number of accredited and non-accredited investors who have purchased securities in this offering and the aggregate dollar amounts of their purchases. For offerings under Rule 504, indicate the number of persons who have purchased securities and the aggregate dollar amount of their purchases on the total lines. Enter "0" if answer is "none" or "zero." Number Investors I _1_3 Aggregate Dollar Amount of Purchases 400,000.00

Accredited

;i
!i

Investors Investors

"

, ,

, ,

, "

, ,., .

Non-accri~dited
I

$_----

Total (for filings under Rule 504 only) Answer also in Appendix.
3.
"

_1_3_...:....

400,000.00

Column 4, if filing under ULOE.

If this filing is for an offering under Rule 504 or 505, enter the information requested for all securities sold by the issJer, to date, in offerings of the types indicated, in the twelve (12) months prior to the first sale of securities in this offering. Classify securities by type listed in Part C - Question I. :.

Type of Offering Rule 505· Regulatio:h Rule 504,: Total 4

~ ~
A , , , ,

Type of Security , , , "" " .

--'----

Dollar Amount Sold _

$_----

$_---_

__ , , __

-'-- __ -'-

$_----

0.00

a. Furnish a' statement of all expenses in connection with the issuance and distribution of the securities in this offering. Exclude amounts relating solely to organization expenses of the insurer. The information may be given as subject to future contingencies. If the amount of an expenditure is not known, furnish an estimate and check the box to the left of the estimate. .
~i

Transfer Printing

Agent's
.J

Fees Costs " " ,"" " .."

( speci

" , " , " , , " " " '." , , , " , , , ,,, " ,

, ",
1...

and Engraving , Fees Fees

,.

Legal Fees Accounting Engineering SIC es a

Other
i,

"" , , , "

" "

, ,

" "

!.
'. :.
I

ommlSSlOns
Expenses

'fy fi1R d ers '~ ees separate 1y )

(identify) , " ,', " ,", ,",

. ,

T ota, I "

' ;'"

0 0 0 0 0 0 0 0

s s

s s
S

20,000.00

s s 20,000.00 s
:40,000.00

4 of9

___ J

,'.,;:r"!i;<····

").

.,-~ ... ,

..

;.c:,_'.';

:.,,,;

,.;:0;,

........

,,'

••

.i:

•...•

0<

';-;.0

~'~;:,·lo:',:;

,3.",';"J":,).'.',

'.,"~~' .•":::.";

..... ~';:.~:.•

..C. OFFERING:PRICE,NUMBER·OF ~~....... .,: INVESTORS~EXPENSES •. L' . ~ft.:-:~'· .- .~~~;:.." .' ~" " :"_ ,

AND USEiOF, PRO<::EE~S :~";" .C:.' .,:~.~;.~. ' .... ~:~,.~;. ' .... '

h. Enter the difference between the aggregate offering price given in response to Part C - Question I and total expenses furnished in response to Part C - Question 4.a. This difference is the "adjusted gross proceeds to the issuer." . 5. Indicate below the amount of the adjusted gross proceed to the issuer used or proposed to be used for each of the purposes shown. If the amount for any purpose is not known, furnish an estimate and check the box to' the left of the estimate. The total of the payments listed must equal the adjusted gross proceeds to the issuer set forth in response to Part C - Question 4.b above. Payments to Officers, Directors, & Affiliates Salaries and fe~s Purchase of real estate Purchase, rental or leasing and installation of machinery and equipment Construction or leasing of plant buildings and facilities · ·..·· ··

360,000.00

Payments to Others

0 $~_~ ··0$_...,...0 $_-,0 $_-,0 $_-,0 $_-'--

__
_

0$---0$---0$---0$---0$---0$---0$----

············· ..·.··..·.·.. 0 $

_
_

Acquisition of other businesses (including the value of securities involved in this offering that may be used in exchange for the assets or securities of another issuer pursuant to a merger) Repayment of indebtedness Working capital Other (specify): VENTURE CAPITAL INVESTMENTS

_
_ _

0$

oS
DS.

360,000.00

___

----"'---

0S

_ _

_
360,000.00

Column Totals Total Payments Listed (column totals added) .

0 S_O_.O_O

oS

, ,: .:,.~·.~>I~· ;;.
The issuer has duly caused this notice to be signed by the undersigned duly authorized person. If this notice is filed under Rule 50S, the following signature constitutes an undertaking by the issuer to furnish to the U.S. Securities and Exchange Commission, upon written request of its staff. the information furnished by the issuer to any non-accredited investor pursuant to paragraph (b)(2) of Rule 502. Issuer (Print or Type) AFFINITY VENTURES CAPITAL FUND I, LLC Name of Signer (Print or Type) ROBERT O. MCDONALD Title of Signer (Print or Type) PRESIDENT OF AFFINITY VENTUR

~------~------------------ATTENTION
Intentional misstatements or omissions offact constitute
S of9

federal criminal violations.

(See 18 U.S.C. 1001.)

"

ru

I.

Is any party described in 17 CFR 230.262 presently subject to any of the disqualification provisions. of such rule? See Appendix, Column S, for state response.

Yes :..;............

!hi

No

2.

The under~igned issuer hereby undertakes to furnish to any state administrator of any state in which this notice is filed a notice on Form D (17 CF~ 239.500) at such times as required by slate law. ! The undersigned issuer hereby undertakes to furnish to the state administrators, issuer to offerecs.
,.

3.

upon written request, information furnished by the .

4.

The undersigned issuer represents that the issuer is familiar with the conditions that must be satisfied to be entitled to the Uniform limited Offering Exemption (ULOE) of the state in which this notice is filed and understands that the issuer claiming the availability of this exe:mption has the burden of establishing that these conditions have been satisfied.

The issuer has read this notification and'knows the contents to be true and has duly caused this notice to be signed on its behalfby the undersigned duly authorized person.
I

Issuer (Print or Type) AFFINITY VENTURES CAPITAL FUND I, LLC Name (Print or Type) ROBERT O. MCDONALD
i.

Date

PRESIDENT OF AFFINITY VEN URES CAPITAL FUND I, LLC

'1·

i'

Instruction: Print the name and' title of the signing representative under his signature for the state portion of this form. One copy of every notice on Form D must be manually signed. Any copies not manually signed must be photocopies of the manually signed! copy or bear typed or printed signatures.
'J.

60f9

I,

r
,

I~~~",,:;:;,j;"~",~r~F/;, :,:·:;1'·~~j;~.:.d,.~1~1~ i0iiltlM:L;,~iirJib;:4;J,$;;;':~PPgNP.!~~iil/~!,;Jj~J1/J1Jj~¥lt~(5~~~~,?[,tl1:~~:~,~-i";~~~' '~~~~j

" .j ,,' .,'

"'O:;JT:,'Fli:<I;"""';>I,,,::,;,,:Uh'l4;'~i:' ,

"'""C,:

'(

l,w'

..

~j

3
Type of security and aggregate offering price offered in state (Part C-Item I) Number of Accredited Investors

5
I

Intendto sell to non-atcredited investors in State (Part B-Item 1)

Type of investor and amount purchased in State (Part C-Item 2) Number of Non-Accredited Investors

,
I

Disqualification under State ULOE (if yes, attach explanation of waiver granted) (Part E- Item 1)

State AL AK AZ AR CA CO CT DE DC

Yes

No

Amount

Amount
I

Yes

No

,
I I

0D
DI I I 11__j l_j D [ ID

II.,J

I,_,_"J

_J
I

II II
I

FL GA
HI

I
I

,.J I
I
[

1'- __
_.

I I
1

I I

I
I

0D
I

l_j [_j l__j 0

c=J

_I
I ,

JD
IL

IN
IA'

I
I

I
----

I I

0D
I
l__j I

l__j CJ

l_j CJ l_jl I
11__j [____j l__j

l_j

KS KY
LA
ME MD MA MI

I I

_J

I[

II

DD
l_j D
II
l_j

! !
I

II
,

_j

:I 'II
"

0D
I
[

MN [ MS

D
"

'I

J
70f9

D 0D 01
I
I

I I

:.Ol·
"

»»

»>·f>,·"
3

>..
.

'.,,'

_'

..;~:~

'. . ,.. ~

·.>~'APPENDix},;<»....: ..

.... ,,;:,~:. ,' .

4

".:.,·t:,:":

'..:.::iiFt'~i'.;:>' :",·;:·,:;~Y'."-:T0'~:~./c.~':1

.: G,:

"

-e

,,~':;::;'/"'"

Intend to sell to non-accredited investors in State (Part Bvltem I)

Type of security and aggregate offering price offered in state (part C-Item I) Number of Accredited Investors

Type of investor and amount purchased in State (Part C-Item 2) Number of Non-Accredited Investors

5 Disqualification under State ULOE (if yes, attach explanation of waiver granted) (Part E-Item I)

State MO MT NE NY NH NJ NM NY NC ND OH OK OR PA RI SC SD

Yes

No

Amount

Amount

Yes

No

I II
[

_jll
II

II
I!
II I
I

III II

I[

10
11_j
I[

I
[

l_j I I ID
I I
I

[_j I

II

I II I l_j D
I
[

11__j
j

III

I
I

10
II I ID
I[

II

II
J
J

011 I
I
_j
.............

II

TN

:I
_I

TX
UT VT VA WA WV WI

II I

:I
I

DI

11_j I[ I DI I OJ I I 10 l__j I I ID l_j I

I I I

I
80f9

00

. i,

3 Type of security and aggregate offering price offered in state (Part Cvltem I) Number of Accredited

,4

5
Disqualification under State ULOE (if yes, attach explanation of waiver granted) (part E-Item I)

Intend'to sell to non-accredited investors in State (Part B-Item I)

v

Type of investor and amount purchased in State (Part C-Item 2) Number of Non-Accredited

State

Yes

No

Investors

Amount

Investors

Amount

Yes

No

WY

PR

II

II

10

,i,

.,

~
',.

90f9