Netmanage Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
07 5월 2008 - 6:26AM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE
13D
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Under the
Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
(Title of Class of
Securities)
(CUSIP Number)
Dennis R. Cassell, Esq.
Haynes and Boone, LLP
901 Main Street
,
Suite 3100
Dallas, Texas 75202
(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 Rule 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).
CUSIP No.
641144308
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1.
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Names of Reporting
Persons
Versata Enterprises, Inc.
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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)
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o
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(b)
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x
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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)
WC
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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)
o
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6.
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Citizenship or Place
of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive
Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person (See Instructions)
CO
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2
CUSIP No.
641144308
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1.
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Names of Reporting
Persons
Trilogy, Inc.
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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)
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o
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(b)
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x
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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)
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)
o
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6.
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Citizenship or Place
of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive
Power
0
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
0
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person (See Instructions)
CO
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3
CUSIP No.
641144308
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1.
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Names of Reporting
Persons
Joseph A. Liemandt
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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)
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o
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(b)
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x
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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)
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)
o
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6.
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Citizenship or Place
of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive
Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person (See Instructions)
IN/HC
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4
This Amendment No. 1
reflects changes to the information in the Schedule 13D relating to the common
stock of the issuer filed March 13, 2008 by the reporting persons with the
Commission (the Schedule 13D). Each
capitalized term used and not defined in this Amendment shall have the meaning
assigned to such term in the Schedule 13D.
Except as otherwise provided herein, each Item of the Schedule 13D
remains unchanged.
Item 2.
Identity and Background.
Item 2 of the
Schedule 13D is hereby amended and restated in its entirety as follows:
Reporting Persons: Versata Enterprises, Inc.;
Trilogy, Inc.; and Joseph A. Liemandt
The name of
each person filing this statement and the place of organization or citizenship
of such reporting person is stated in Items 1 and 6 on the cover page(s) hereto. The principal business of Versata Enterprises, Inc.
is providing enterprise software products and services. Versata is a wholly owned subsidiary of
Trilogy, Inc. Trilogy
may be
deemed to control Versata and beneficially own securities owned by Versata. The principal business of Trilogy is
providing technology-powered business
services. Joseph A. Liemandt (i) is
an officer and a director of Versata and the President, Chief Executive Officer, and Chairman of the board of
directors of Trilogy and (ii) may be deemed to control each of
Versata and Trilogy and beneficially own securities owned by each of Versata
and Trilogy. Each of Mr. Liemandt
and Diane Liemandt-Reimann, a director of Trilogy and the mother of Mr. Liemandt,
own limited partnership interests in a limited partnership that may be deemed
to be controlled by Charles I. Frumberg, a director of Trilogy. The present principal occupation of Mr. Liemandt
is serving as the President, Chief
Executive Officer, and Chairman of the board of directors of Trilogy. The address of the principal office or
business address of each reporting person is 6011 West Courtyard Dr., Suite 300, Austin, Texas 78730. During the last five years, no reporting
person has been convicted in a criminal proceeding, or was a party to a civil
proceeding, required to be disclosed herein.
Other
Persons
Charles I. Frumberg, a
director of Trilogy, is the managing member of the investment manager of Emancipation Capital Master, Ltd. According to information furnished by Emancipation
Capital Master and Mr. Frumberg, as of May 6, 2008, neither Emancipation
Capital Master nor Mr. Frumberg may be deemed to beneficially own any
shares of the common stock of the issuer.
The information with
respect to Emancipation Capital Master and Mr. Frumberg is disclosed
herein because Instruction C of Schedule 13D requires information to be given
with respect to each director of Trilogy.
However, each reporting person disclaims beneficial ownership of
securities owned by Emancipation Capital Master or Mr. Frumberg and
disclaims membership in a group with Emancipation Capital Master or Mr. Frumberg.
In determining
information with respect to Emancipation Capital Master and Mr. Frumberg,
each reporting person has relied upon information set forth in filings with the
Commission by Emancipation Capital Master and Mr. Frumberg or other
information which such reporting person knows or has reason to know. No reporting person knows or has reason to
believe that the information herein concerning any other person is inaccurate
or is responsible for the completeness or accuracy of such information.
The information, if any,
called for by Items 2-6, inclusive, of Schedule 13D with respect to any person
enumerated in Instruction C of Schedule 13D and required to be included in this
statement is included in Exhibit 99.1 hereto or otherwise herein. The information contained in Exhibit 99.1
hereto and each other Item herein is incorporated by reference in answer or
partial answer to this Item.
5
Item 5.
Interest in Securities of the Issuer.
Item 5(c) of the
Schedule 13D is hereby amended and restated in its entirety as follows:
(c) Transactions in the class of securities
reported on that were effected during the past sixty days or since the most
recent filing of Schedule 13D, whichever is less, by the reporting persons are
described below.
Transaction
Date
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Effecting
Person(s)
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Shares Acquired
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Shares Disposed
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Price
Per Share
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Description
of Transaction
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May 1, 2008
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Versata
Enterprises, Inc.
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0
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679,844
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$
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6.9017
(1
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)
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Open
market sale
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May 1, 2008
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Versata
Enterprises, Inc.
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0
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150,000
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$
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6.9400
(2
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Open
market sale
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May 1, 2008
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Versata
Enterprises, Inc.
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0
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90,000
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$
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6.9300
(2
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Open
market sale
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May 1, 2008
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Versata
Enterprises, Inc.
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0
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50,121
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$
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6.9200
(2
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Open
market sale
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(1)
Excluding commission of $0.02 per share.
(2)
Excluding commission of $0.05 per share.
Except as
otherwise described herein, no transactions in the common stock of the issuer
were effected during the past sixty days or since the most recent filing of
Schedule 13D, whichever is less, by any reporting person.
Item 5(e) of the
Schedule 13D is hereby amended and restated in its entirety as follows:
(e) Each
reporting person ceased to be the beneficial owner of more than five percent of
the common stock of the issuer on May 1, 2008.
The information, if any,
called for by Items 2-6, inclusive, of Schedule 13D with respect to any person
enumerated in Instruction C of Schedule 13D and required to be included in this
statement is included in Exhibit 99.1 hereto or otherwise herein. The information contained in Exhibit 99.1
hereto and each other Item herein is incorporated by reference in answer or
partial answer to this Item.
Item 7.
Material to be Filed as Exhibits.
Item 7 of the Schedule
13D is hereby amended and restated in its entirety as follows:
The following exhibits
are filed as exhibits hereto:
Exhibit
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Description of Exhibit
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24.1
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Joint Filing Agreement
and Power of Attorney (furnished as Exhibit 24.1 to the Schedule 13D
relating to the common stock of the issuer filed March 13, 2008 by the
reporting persons with the Commission)
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99.1
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Additional Information
(furnished as Exhibit 99.1 to the Schedule 13D relating to the common
stock of the issuer filed March 13, 2008 by the reporting persons with
the Commission)
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6
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.
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Date: May 6, 2008
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VERSATA ENTERPRISES,
INC.
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By:
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/s/ Joseph A. Liemandt
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Name:
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Joseph A. Liemandt
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Title:
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Assistant Secretary
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TRILOGY, INC.
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By:
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/s/ Joseph A. Liemandt
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Name:
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Joseph A. Liemandt
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Title:
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President and Chief
Executive Officer
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JOSEPH A. LIEMANDT
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By:
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/s/ Joseph A. Liemandt
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Name:
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Joseph A. Liemandt
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7
EXHIBIT INDEX
Exhibit
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Description of Exhibit
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24.1
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Joint Filing Agreement
and Power of Attorney (furnished as Exhibit 24.1 to the Schedule 13D
relating to the common stock of the issuer filed March 13, 2008 by the
reporting persons with the Commission)
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99.1
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Additional Information
(furnished as Exhibit 99.1 to the Schedule 13D relating to the common
stock of the issuer filed March 13, 2008 by the reporting persons with
the Commission)
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8
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