- Amended Statement of Beneficial Ownership (SC 13D/A)
04 6월 2011 - 6:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
(Name of Issuer)
Common Stock, $.001 Par Value Per Share
(Title of Class of Securities)
(CUSIP Number)
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|
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Ray Holding Corporation
Ray Merger Sub Corporation
Vector Capital III, L.P.
Vector Entrepreneur Fund III, L.P.
Vector Capital IV, L.P.
Vector Capital Partners III, L.P.
Vector Capital Partners IV, L.P.
Vector Capital, L.L.C.
Alexander R. Slusky
c/o Vector Capital Corporation
One Market Street, Steuart Tower, 23rd Floor
San Francisco, CA 94105
Telephone: (415) 293-5000
Attn: David Baylor
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|
With a copy to:
Shearman & Sterling LLP
525 Market Street, 15
th
Floor
San Francisco, CA 94105
Telephone: (415) 616-1100
Attn: Steve L. Camahort
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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 (
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).
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1
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NAMES OF REPORTING PERSONS:
Ray Holding Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)*
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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SHARES
|
8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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18,592,940
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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18,592,940
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
|
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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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31.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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2
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1
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NAMES OF REPORTING PERSONS:
Ray Merger Sub Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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|
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|
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)*
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AF
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5
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|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
|
o
|
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
Delaware
|
|
|
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|
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7
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SOLE VOTING POWER
|
|
|
|
NUMBER OF
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-0-
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
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OWNED BY
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18,592,940
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
|
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-0-
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|
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WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
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|
|
|
|
-0-
|
|
|
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
18,592,940
|
|
|
|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
|
o
|
|
|
|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
31.2%
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|
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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3
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|
1
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NAMES OF REPORTING PERSONS:
Vector Capital III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
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|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
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|
|
|
4
|
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SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
|
o
|
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
Delaware
|
|
|
|
|
|
7
|
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SOLE VOTING POWER
|
|
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NUMBER OF
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-0-
|
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SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
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OWNED BY
|
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20,025,540
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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-0-
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WITH
|
10
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SHARED DISPOSITIVE POWER
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1,432,600
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|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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20,025,540
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|
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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33.6%
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|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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4
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1
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NAMES OF REPORTING PERSONS:
Vector Entrepreneur Fund III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
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(a)
o
|
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(b)
o
|
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|
|
3
|
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SEC USE ONLY
|
|
|
|
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|
|
|
4
|
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SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
|
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|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
Delaware
|
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|
|
|
|
7
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SOLE VOTING POWER
|
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NUMBER OF
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-0-
|
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SHARES
|
8
|
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SHARED VOTING POWER
|
BENEFICIALLY
|
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OWNED BY
|
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18,627,740
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EACH
|
9
|
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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|
-0-
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WITH
|
10
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SHARED DISPOSITIVE POWER
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34,800
|
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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18,627,740
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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|
31.3%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
|
PN
|
5
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|
|
|
1
|
|
NAMES OF REPORTING PERSONS:
Vector Capital IV, L.P.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
|
|
|
AF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
-0-
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
20,025,540
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
-0-
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,432,600
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
20,025,540
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
33.7%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
6
|
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|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS:
Vector Capital Partners III, L.P.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
|
|
|
AF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
-0-
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
20,060,340
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
-0-
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,467,400
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
20,060,340
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
33.7%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
7
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS:
Vector Capital Partners IV, L.P.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
|
|
|
AF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
-0-
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
20,025,540
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
-0-
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,432,600
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
20,025,540
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
33.7%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
8
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS:
Vector Capital, L.L.C.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
|
|
|
AF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
-0-
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
21,492,940
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
-0-
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,900,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
21,492,940
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
36.1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
9
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS:
Alexander R. Slusky
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
|
|
|
AF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
-0-
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
21,492,940
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
-0-
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,900,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
21,492,940
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
36.1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
IN
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10
TABLE OF CONTENTS
This Amendment No. 2 (this Amendment No. 2) to the statement on Schedule 13D filed with
the Securities and Exchange Commission on behalf of (i) Ray Holding Corporation, a Delaware
Corporation, (Ray), (ii) Ray Merger Sub Corporation, a Delaware corporation (Merger Sub), (iii)
Vector Capital III, L.P., a Delaware limited partnership (VC III LP), (iv) Vector Entrepreneur
Fund III, L.P., a Delaware limited partnership (VEF III LP), (v) Vector Capital IV, L.P., a
Delaware limited partnership (VC IV LP), (vi) Vector Capital Partners III, L.P., an exempted
Cayman limited partnership (VCP III LP), (vii) Vector Capital Partners IV, L.P., an exempted
Cayman limited partnership (VCP IV LP), (viii) Vector Capital, L.L.C., a Delaware limited
liability company (VC LLC, and together with VC III LP, VEF III LP, VC IV LP, VCP III LP and VCP
IV LP, Vector), and (ix) Alexander R. Slusky, an individual (Mr. Slusky, and together with Ray,
Merger Sub and Vector, the Reporting Persons) on January 28, 2011, as amended by Amendment No. 1
filed on May 18, 2011 (together, the Schedule 13D) is being filed pursuant to Rule 13d-2 of the
Securities Exchange Act, as amended, on behalf of the Reporting Persons to amend certain
information set forth below to the items indicated. Unless otherwise stated herein, all
capitalized terms used in this Amendment No. 2 have the same meanings as those set forth in the
Schedule 13D.
Item 3. Source Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
On May 24, 2011, Ray, Merger Sub and the Company entered into Amendment No. 4 to the Merger
Agreement (Amendment No. 4 to the Merger Agreement), which was previously amended by Amendment
No. 3 dated May 20, 2011 (Amendment No. 3 to the Merger Agreement), pursuant to which, among
other things, the Merger Consideration was increased to $2.25 per share, payable in cash, without
interest.
The total value of the Merger transaction, including the amount of funds required by Ray to
pay the aggregate consideration pursuant to the Merger Agreement
(excluding the Transferable Shares (defined below)), as amended by Amendment No. 4 to
the Merger Agreement, and the transactions contemplated thereby, and pay fees and expenses relating
to the Merger, as well as the assumption or repayment of indebtedness, has increased to
approximately $140.9 million.
Concurrently with the execution of Amendment No. 4 to the Merger Agreement, VC III LP, VC IV
LP and the Company entered into Amendment No. 4 to the Vector Guarantee (Amendment No. 4 to the
Vector Guarantee), which was previously amended by Amendment No. 3 dated May 20, 2011 (Amendment
No. 3 to the Vector Guarantee), pursuant to which the limitation on monetary damages payable by VC
III LP and VC IV LLP was increased to an amount equal to (x) $107,651,000 million minus an amount
equal to (A) the Transferable Shares times (B) the Merger Consideration.
In connection with the execution of Amendment No. 4 to the Merger Agreement, on May 31, 2011,
VC IV LP, VEF III LP, and VC III LP entered into Amendment No. 1 to the Vector Equity Commitment
Letter (Amendment No. 1 to the Vector ECL) and PSIL entered into Amendment No. 1 to the PSIL
Equity Commitment Letter (Amendment No. 1 to the PSIL ECL), in each case to reflect that each
persons ownership interest in Parent is the same as it would have been if the approximately 1.98
million Transferable Shares were not contributed to Parent for no consideration.
The foregoing descriptions of Amendment No. 3 to the Merger Agreement, Amendment No. 4 to the
Merger Agreement, Amendment No. 3 to the Vector Guarantee, Amendment No. 4 to the Vector Guarantee,
Amendment No. 1 to the Vector ECL and Amendment No. 1 to the PSIL ECL are qualified in their
entirety by reference to Amendment No. 3 to the Merger Agreement, Amendment No. 4 to the Merger
Agreement, Amendment No. 3 to the Vector Guarantee, Amendment No. 4 to the Vector Guarantee,
Amendment No. 1 to the Vector ECL and Amendment No. 1 to the PSIL ECL which are filed as Exhibits
99.13, 99.14, 99.15, 99.16, 99.17 and 99.18 hereto, respectively, and which are incorporated herein
by reference.
Item 4. Purpose of Transaction
(a) - (j)
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
11
Parent, Merger Sub and the Company entered into Amendment No. 4 to the Merger Agreement in
order to, among other things, (i) increase the Merger Consideration to $2.25 per share, payable in
cash, without interest, (ii) increase the termination fee payable by the Company in certain
circumstances to $5.750 million and (iii) increase the number of RLC Exchange Shares by an amount
equal to (a) (x) (A) the Merger Consideration minus (B) $1.30 times (y) (A) the number of shares of
Company common stock owned by the RLC Trust on the closing date of the Merger minus (B) 10,701,525
divided by (b) the Merger Consideration (the Transferable Shares), which such Transferable Shares
will be transferred to Parent for no consideration.
In connection with the execution of Amendment No. 4 to the Merger Agreement, on May 31, 2011,
the RLC Trust entered into Amendment No. 3 to its Rollover Agreement (Amendment No. 3 to the RLC
Rollover Agreement), which was previously amended by Amendment No. 2 to its Rollover Agreement
dated as of May 25, 2011 (Amendment No. 2 to the RLC Rollover Agreement) and on May 31, 2011, the
Hsi Family Trust entered into Amendment No. 1 to its Rollover Agreement (Amendment No. 1 to the
Hsi Rollover Agreement), in each case to reflect that each persons ownership interest in Parent
is the same as it would have been if the approximately 1.98 million Transferable Shares were not
contributed to Parent for no consideration.
The foregoing descriptions of Amendment No. 4 to the Merger Agreement, Amendment No. 2 to the
RLC Rollover Agreement, Amendment No. 3 to the RLC Rollover Agreement and Amendment No. 1 to the
Hsi Rollover Agreement are qualified in their entirety by reference to Amendment No. 4 to the
Merger Agreement, Amendment No. 2 to the RLC Rollover Agreement, Amendment No. 3 to the RLC
Rollover Agreement and Amendment No. 1 to the Hsi Rollover Agreement which are filed as Exhibit
99.14, 99.19, 99.20 and 99.21 hereto, respectively, and which are incorporated herein by reference.
Except as set forth in this Item 4, none of the Reporting Persons has any plans or proposals
which relate to or would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) Each of the Reporting Persons current ownership in the Issuer and the Issuers Common
Stock is set forth on the cover pages to this Schedule 13D and is incorporated by reference herein.
The ownership percentage appearing on such pages has been calculated based on a total of
59,512,064 shares, which is the number of shares of Issuers Common Stock outstanding as of April
30, 2011, as disclosed in the Issuers Form 10-Q for the quarter ended March 31, 2011. The
Reporting Persons disclaim membership in any group with any person other than the Reporting
Persons. The filing of this Schedule 13D by the Reporting Persons shall not be considered an
admission that such Reporting Persons, for the purpose of Section 13(d) of the Exchange Act, are
the beneficial owners of any of the shares of Common Stock covered in this report, and the
Reporting Persons expressly disclaim such beneficial ownership.
(b) The number of shares of Common Stock of the Issuer that may be deemed to be beneficially
owned by each of the Reporting Persons with respect to which there is (i) sole voting power, (ii)
shared voting power, (iii) sole dispositive power, and (iv) shared dispositive power is as set
forth below.
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|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ray
|
|
Sub
|
|
VC III LP
|
|
VEF III LP
|
|
VC IV LP
|
|
VCP III LP
|
|
VCP IV LP
|
|
VC LLC
|
|
Mr. Slusky
|
Sole Power to
Vote/Direct Vote
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Shared Power to
Vote/Direct Vote
|
|
|
18,592,940
|
|
|
|
18,592,940
|
|
|
|
20,025,540
|
|
|
|
18,627,740
|
|
|
|
20,025,540
|
|
|
|
20,060,340
|
|
|
|
20,025,540
|
|
|
|
21,492,940
|
|
|
|
21,492,940
|
|
Sole Power to
Dispose/Direct
Disposition
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Shared Power to
Dispose/Direct
Disposition
|
|
|
0
|
|
|
|
0
|
|
|
|
1,432,600
|
|
|
|
34,800
|
|
|
|
1,432,600
|
|
|
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1,467,400
|
|
|
|
1,432,600
|
|
|
|
2,900,000
|
|
|
|
2,900,000
|
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12
(c) Other than as described in Items 3 and 4 above, there have been no transactions in
the Issuers Common Stock that were effected during the past sixty days by any of the Reporting
Persons.
(d) To the knowledge of the Reporting Persons, no person other than the Reporting Persons has
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
The information set forth in Items 3 and 4 above is incorporated herein by reference in its
entirety into this Item 6.
Item 7. Material to Be Filed as Exhibits.
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Exhibit
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Number
|
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Document
|
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99.13
|
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Amendment No. 3 to Agreement and Plan of
Merger, dated as of January 18, 2011, as
amended by Amendment No. 1 dated as of April
3, 2011 and Amendment No. 2 dated as of May
17, 2011, by and among RAE Systems Inc., Ray
Holding Corporation and Ray Merger Sub
Corporation, dated as of May 20, 2011
(Incorporated by reference to Exhibit 2.1 to
the Current Report on Form 8-K filed by the
Company on May 24, 2011).
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99.14
|
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Amendment No. 4 to Agreement and Plan of
Merger, dated as of January 18, 2011, as
amended by Amendment No. 1 dated as of April
3, 2011, Amendment No. 2 dated as of May 17,
2011 and Amendment No. 3 dated as of May 20,
2011 by and among RAE Systems Inc., Ray
Holding Corporation and Ray Merger Sub
Corporation, dated as of May 24, 2011
(Incorporated by reference to Exhibit 2.1 to
the Current Report on Form 8-K filed by the
Company on May 25, 2011).
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99.15
|
|
Amendment No. 3 to Guarantee, dated as of
January 18, 2011, as amended by Amendment No.
1 dated as of April 3, 2011 and Amendment No.
2 dated as of May 17, 2011, by and among RAE
Systems Inc., Vector Capital III, L.P. and
Vector Capital IV, L.P., dated as of May 20,
2011. (Incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K filed
by the Company on May 10.1, 2011).
|
|
|
|
99.16
|
|
Amendment No. 4 to Guarantee, dated as of
January 18, 2011, as amended by Amendment No.
1 dated as of April 3, 2011, Amendment No. 2
dated as of May 17, 2011 and Amendment No. 3
dated as of May 20, 2011, by and among RAE
Systems Inc., Vector Capital III, L.P. and
Vector Capital IV, L.P., dated as of May 24,
2011. (Incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K filed
by the Company on May 25, 2011).
|
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99.17
|
|
Amendment No. 1 to Equity Commitment Letter,
dated January 18, 2011, by and among Ray
Holding Corporation, Ray Merger Sub
Corporation, Vector Capital III, L.P., Vector
Entrepreneur Fund III, L.P. and Vector
Capital IV, L.P., dated as of May 31, 2011.
|
|
|
|
99.18
|
|
Amendment No. 1 to Equity Commitment Letter,
dated January 18, 2011, by and among Ray
Holding Corporation, Ray Merger Sub
Corporation and Profit Spring Investments
Limited, dated as of May 31, 2011.
|
|
|
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99.19
|
|
Amendment No. 2 to Rollover Agreement, dated
as of January 18, 2011, as amended by
Amendment No. 1 dated as of May 17, 2011, by
and between the Company and Chen Revocable
Trust DTD 5/8/2001, dated as of May 31, 2011.
(Incorporated by reference to Exhibit 6 to
the Schedule 13D/A filed by Robert I. Chen et
al. on May 26, 2011).
|
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99.20
|
|
Amendment No. 3 to Rollover Agreement, dated
as of January 18, 2011, as amended by
Amendment No. 1 dated as of May 17, 2011 and
Amendment No. 2 dated as of May 25, 2011, by
and between the Company and Chen Revocable
Trust DTD 5/8/2001, dated as of May 31, 2011.
(Incorporated by reference to Exhibit 7 to
the Schedule 13D/A filed by Robert I. Chen et
al. on June 2, 2011).
|
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|
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99.21
|
|
Amendment No. 1 to Rollover Agreement, dated
as of January 18, 2011, by and between the
Company and the Hsi Family Trust, dated as of
May 31, 2011. (Incorporated by reference to
Exhibit 8 to the Schedule 13D/A filed by
Robert I. Chen et al. on June 2, 2011).
|
13
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. Dated June 3, 2011.
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RAY HOLDING CORPORATION
|
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By:
|
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/s/ David Baylor
|
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|
|
Name:
|
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David Baylor
|
|
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|
|
Title:
|
|
President
|
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|
RAY MERGER SUB CORPORATION
|
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|
|
|
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|
|
|
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By:
|
|
/s/ David Baylor
|
|
|
|
|
Name:
|
|
David Baylor
|
|
|
|
|
Title:
|
|
President
|
|
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|
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VECTOR CAPITAL III, L.P.
|
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|
|
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|
By:
|
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Vector Capital Partners III, L.P., its General Partner
|
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|
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|
|
By:
|
|
Vector Capital, L.L.C., its General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Alexander R. Slusky
|
|
|
|
|
Name:
|
|
Alexander R. Slusky
|
|
|
|
|
Title:
|
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Managing Member
|
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VECTOR ENTREPRENEUR FUND III, L.P.
|
|
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|
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|
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|
|
|
By:
|
|
Vector Capital Partners III, L.P., its General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
|
Vector Capital, L.L.C., its General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Alexander R. Slusky
|
|
|
|
|
Name:
|
|
Alexander R. Slusky
|
|
|
|
|
Title:
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
VECTOR CAPITAL IV, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Vector Capital Partners IV, L.P., its General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
|
Vector Capital, L.L.C., its General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Alexander R. Slusky
|
|
|
|
|
Name:
|
|
Alexander R. Slusky
|
|
|
|
|
Title:
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
VECTOR CAPITAL PARTNERS III, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Vector Capital, L.L.C., its General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Alexander R. Slusky
|
|
|
|
|
Name:
|
|
Alexander R. Slusky
|
|
|
|
|
Title:
|
|
Managing Member
|
|
|
14
|
|
|
|
|
|
|
|
|
VECTOR CAPITAL PARTNERS IV, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Vector Capital, L.L.C., its General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Alexander R. Slusky
|
|
|
|
|
Name:
|
|
Alexander R. Slusky
|
|
|
|
|
Title:
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
VECTOR CAPITAL, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Alexander R. Slusky
|
|
|
|
|
Name:
|
|
Alexander R. Slusky
|
|
|
|
|
Title:
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
ALEXANDER R. SLUSKY
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Alexander R. Slusky
|
|
|
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|
|
|
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|
|
Alexander R. Slusky
|
|
|
15
Rae (AMEX:RAE)
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Rae (AMEX:RAE)
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