1)
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NAMES OF REPORTING PERSONS
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JGD
Management Corp.
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IRS IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
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EIN:
13-3633324
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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)
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)
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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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NUMBER OF
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7)
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SOLE VOTING POWER
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453,841
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SHARES
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BENEFICIALLY
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8)
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SHARED VOTING POWER
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-0-
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OWNED
BY
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EACH
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9)
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SOLE DISPOSITIVE POWER
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453,841
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REPORTING
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|
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PERSON
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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453,841
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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)
Approximately
4.7%
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14)
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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The
information in this Amendment No. 1 to Schedule 13D (this “Amendment”)
supplements and amends, but is not a complete restatement of, the Schedule
13D
(the “Schedule 13D”) filed by JGD Management Corp. (“JGD” or the “Reporting
Person”), a Delaware corporation, d/b/a York Capital Management, with the U.S.
Securities and Exchange Commission (the “SEC”) on June 11, 2007 relating to the
Common Stock, par value $0.01 per share (the “Shares”), of NetManage, Inc. (the
“Company”). This Amendment should be read in conjunction with, and is qualified
in its entirety by reference to, the Schedule 13D. Capitalized terms used in
this Amendment but not otherwise defined have the meaning ascribed to them
in
the Schedule 13D. The Schedule 13D is supplemented and amended as follows:
Item
2.
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Identity
and Background
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Item
2(a)
of the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a)
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This
Statement is filed by JGD Management Corp. (“JGD” or the “Reporting
Person”), a Delaware corporation, d/b/a
York
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Capital
Management,
with
respect to:
(i)
103,187 shares of Common Stock directly owned by York Capital Management, L.P.
(“York Capital”), a Delaware limited partnership;
(ii)
296,020 shares of Common Stock directly owned by York Investment Limited (“York
Investment”), a corporation of the Commonwealth of The Bahamas; and
(iii)
54,634 shares of Common Stock directly owned by certain other accounts (the
“Managed Accounts”).
Dinan
Management, L.L.C. (“Dinan Management”), a New York limited liability company
and the General Partner of York Capital; and York Offshore Holdings, Limited
(“York Offshore Limited”), a corporation of the Commonwealth of the Bahamas and
the investment manager of York Investment have delegated certain management
and
administrative duties of such funds to JGD.
JGD
also
manages the Managed Accounts.
Accordingly,
JGD may be deemed to have beneficial ownership over the shares of Common Stock
reported in this Statement.
The
sole
shareholder of JGD is James G. Dinan.
Dinan
Management is the General Partner of York Capital. James G. Dinan and Daniel
A.
Schwartz are the controlling members of Dinan Management.
York
Offshore Limited is the investment manager of York Investment. The controlling
principal of York Offshore Limited is James G. Dinan. Daniel A. Schwartz is
a
director of York Offshore Limited.
The
name
of each director and each executive officer of JGD, York Investment and York
Offshore Limited is set forth in
Exhibits
1
,
2
and
3
,
respectively, attached to the Schedule 13D, which exhibits are incorporated
herein by reference.
Item
5.
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Interest
in Securities of the Issuer
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Item
5 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a)
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(i)
JGD may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to
be the
beneficial owner of 453,841 shares of Common
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Stock,
which together constitute approximately 4.7% of
the issued and outstanding shares of Common Stock. As the sole shareholder
of
JGD, James G. Dinan may be deemed to be the beneficial owner of the Shares
beneficially owned by JGD.
(ii)
York
Capital may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the
beneficial owner of 103,187 shares of Common Stock, which together constitute
approximately 1.1% of the issued and outstanding shares of Common Stock. As
the
General Partner of York Capital, Dinan Management may be deemed to be the
beneficial owner of the Shares beneficially owned by York Capital. In addition,
as the Senior Managing Director and the controlling member of Dinan Management,
James G. Dinan may be deemed to be the beneficial owner of the Shares
beneficially owned by York Capital.
(iii)
York Investment may, pursuant to Rule 13d-3 of the Exchange Act, be deemed
to be
the beneficial owner of 296,020 shares of Common Stock, which together
constitute approximately 3.1% of the issued and outstanding shares of Common
Stock. As the investment manager of York Investment, York Offshore Limited
may
be deemed to be the beneficial owner of the Shares beneficially owned by York
Investment. In addition, as the controlling shareholder of York Offshore
Limited, James G. Dinan may be deemed to be the beneficial owner of the Shares
beneficially owned by York Investment.
(iv)
To
the knowledge of the Reporting Person, except as described above, no Shares
are
beneficially owned, or may be deemed to be beneficially owned, by any of the
persons named on
Exhibit
1
,
2
or
3
attached
to the Schedule 13D, which exhibits are incorporated herein by reference..
The
number of shares of Common Stock beneficially owned and the percentage of
outstanding shares of Common Stock represented thereby, for each person named
above, have been computed in accordance with Rule 13d-3 under the Exchange
Act.
The percentages of ownership described above for JGD, York Capital and York
Investment are based on an aggregate of 9,581,012 shares of Common Stock issued
and outstanding as of November 8, 2007, as reported in the Company’s Quarterly
Report on Form 10-Q filed with the SEC on November 9, 2007.
(b)
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(i)
JGD has the sole power to dispose of, direct the disposition of,
vote or
direct the vote of 453,841 shares of Common
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Stock.
As the sole shareholder of JGD, James G. Dinan
may be deemed to have the sole power to dispose of, direct the disposition
of,
vote or direct the vote of 453,841 shares of Common Stock.
(ii)
York
Capital has the sole power to dispose of, direct the disposition of, vote or
direct the vote of 103,187 shares of Common Stock. As the General Partner of
York Capital, Dinan Management may be deemed to have the sole power to the
sole
power to dispose of, direct the disposition of, vote or direct the vote of
103,187 shares of Common Stock. In addition, as the Senior Managing Director
and
the controlling member of Dinan Management, James G. Dinan may be deemed to
have
the sole power to dispose of, direct the disposition of, vote or direct the
vote
of 103,187 shares of Common Stock.
(iii)
York Investment has the sole power to dispose of, direct the disposition of,
vote or direct the vote of 296,020 shares of Common Stock. As the investment
manager of York Investment, York Offshore Limited may be deemed to have the
sole
power to dispose of, direct the disposition of, vote or direct the vote of
296,020 shares of Common Stock. In addition, as the controlling shareholder
of
York Offshore Limited, James G. Dinan may be deemed to have the sole power
to
dispose of, direct the disposition of, vote or direct the vote of 296,020 shares
of Common Stock.
(iv)
To
the knowledge of the Reporting Person, except as described above, none of the
persons named on
Exhibit
1
,
2
or
3
attached
to the Schedule 13D, which exhibits are incorporated herein by reference, has,
or may be deemed to have, any power to dispose of, direct the disposition of,
vote or direct the vote of any share of Common Stock.
(c)
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The
following table sets forth all transactions with respect to the Shares
effected during the past sixty (60) days by the
Reporting
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Person. All such transactions were effected in the open
market.
Name
of Advisory Client
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Date
of Transaction
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No.
of Shares
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Avg.
Price per Share (dollars)
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Total
Price
(dollars)
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Transaction
Type
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Managed
Account
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1/23/2008
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2,500
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5.72
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$ 14,290.75
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Sale
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York
Investment
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1/23/2008
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2,900
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5.72
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16,577.27
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Sale
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Managed
Account
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2/7/2008
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833
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5.00
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4,167.58
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Sale
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Managed
Account
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2/7/2008
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881
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5.34
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4,707.73
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Sale
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York
Investment
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2/7/2008
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2,098
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5.00
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10,496.50
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Sale
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Managed
Account
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2/7/2008
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3,186
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5.00
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15,939.88
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Sale
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York
Investment
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2/7/2008
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300
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5.00
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1,500.00
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Sale
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Managed
Account
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2/8/2008
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1,931
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4.79
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9,252.39
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Sale
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Managed
Account
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2/8/2008
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668
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4.79
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3,200.72
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Sale
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York
Investment
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2/8/2008
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25,173
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4.79
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120,616.43
|
Sale
|
York
Capital
|
2/8/2008
|
5,828
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4.79
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27,924.86
|
Sale
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(d)
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The
right to receive dividends from, or the proceeds from the sale of,
all
shares of Common Stock reported in this Statement
as
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beneficially
owned by the Reporting Person is held by
York Capital, York Investment and the Managed Accounts, which are the advisory
clients of the Reporting Person. The Reporting Person itself disclaims
beneficial ownership of all shares of Common Stock reported in this Statement
pursuant to Rule 13d-4 under the Exchange Act.
Except
as
set forth in this Item 5(d), to the knowledge of the Reporting Person, no other
person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any shares of Common Stock deemed to
be
beneficially owned by the Reporting Person.
(e)
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The
Reporting Person ceased to be the beneficial owner of more than five
percent of the Common Stock of the Issuer on
February
|
8,
2008.
SIGNATURES
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned Reporting Person, the undersigned Reporting Person certifies that
the information set forth in this statement with respect to it is true, complete
and correct.
Dated:
February 22, 2008
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JGD
MANAGEMENT
CORP.
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By:
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/s/
Adam
J. Semler
|
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Adam
J. Semler
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Chief
Financial Officer
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