Insightful Corp - Amended Statement of Beneficial Ownership (SC 13D/A)
June 24 2008 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Insightful Corporation
(Name of Issuer)
Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
576798-10-2
(CUSIP Number)
Samuel Meshberg
118 Via Palacio
Palm Beach Gardens, FL 33418-6202
(561) 630-5777
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 18, 2008
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 Sections
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 Section 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).
SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Samuel Meshberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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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U.S.
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7
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SOLE VOTING POWER
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NUMBER OF
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2,090,470
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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907,443
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,090,470
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WITH
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10
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SHARED DISPOSITIVE POWER
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907,443
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SHARES
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2,997,913
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12
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CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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24.0%
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14
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TYPE OF REPORTING PERSON
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IN
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SCHEDULE 13D
The Schedule 13D dated November 18, 1993, as amended, of Samuel Meshberg (the Reporting
Person) is hereby amended as set forth below.
The information in this Amendment No. 13 is supplemental and is not a complete restatement of
the text of Schedule 13D. This Amendment No. 13 to Schedule 13D should be read in conjunction
with, and is qualified in its entirety by reference to, Amendments Nos. 1 through 12 of this
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of this Schedule 13D is amended as follows:
On June 18, 2008, Insightful Corporation (
Insightful
), TIBCO Software Inc. (
TIBCO
) and
Mineral Acquisition Corporation, a wholly owned subsidiary of TIBCO (
Acquisition Sub
), announced
the execution of an Agreement and Plan of Merger (the
Merger Agreement
) under which Acquisition
Sub will be merged with and into Insightful, with Insightful surviving the merger as a wholly owned
subsidiary of TIBCO (the
Merger
). Concurrently with the execution of the Merger Agreement, the
Reporting Person entered into a voting agreement with TIBCO and has agreed to vote his shares of
Insightful common stock in favor of the Merger and against any proposal made in opposition to the
Merger. Concurrently with the execution of this Agreement, the Reporting Person agreed to deliver
to TIBCO an irrevocable proxy.
As previously reported by Insightful, on February 5, 2008, the Reporting Person resigned his
position as non-executive chairman of the board of directors. Accordingly, the Reporting Person
did not participate in the negotiation or consideration of the terms of the Merger by Insightfuls
board of directors.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The terms of the voting agreement are set forth in Exhibit 99.1 hereto and incorporated by
reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.1
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Voting Agreement, dated as of June 18, 2008, by and between TIBCO Software Inc.
and Samuel P. Meshberg.
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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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Dated: June 23, 2008
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/s/ Samuel R. Meshberg
Name:
Samuel R. Meshberg
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Attention: International misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
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