- Statement of Beneficial Ownership (SC 13D)
March 19 2009 - 3:07PM
Edgar (US Regulatory)
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OMB
APPROVAL
OMB
Number: 3235-0145
Expires:
February 28, 2009
Estimated
average burden
hours
per response………11
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment
No.___________)*
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Salary.com,
Inc.
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(Name
of Issuer)
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Common
Stock, par value $0.0001 per share
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(Title
of Class of Securities)
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William
C. Martin
c/o
Raging Capital Management LLC
254
Witherspoon Street
Princeton,
New Jersey 08542
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
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March
16, 2008
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(Date
of Event Which Requires Filing of this
Statement)
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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 ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [X].
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* The
remainder of this cover page shall be filled out for a reporting person's
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.
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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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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Raging
Capital Management, LLC
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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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[_]
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(b)
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[_]
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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8.
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SHARED
VOTING POWER
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1,452,871
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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1,452,871
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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1,452,871
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES*
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.7%
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14.
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TYPE
OF REPORTING PERSON*
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OO,
IA
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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William
C. Martin
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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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[_]
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(b)
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[_]
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4.
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SOURCE
OF FUNDS*
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AF,
PF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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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
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15,500
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8.
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SHARED
VOTING POWER
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1,452,871
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9.
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SOLE
DISPOSITIVE POWER
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15,500
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10.
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SHARED
DISPOSITIVE POWER
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1,452,871
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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1,468,371
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES*
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.7%
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14.
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TYPE
OF REPORTING PERSON*
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IN
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CUSIP
No. 794006106
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Item
1.
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Security
and Issuer.
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The
name of the issuer is Salary.com, Inc., a Delaware corporation (the
"Issuer"). The address of the Issuer’s office is 195 West
Street, Waltham, Massachusetts 02451. This schedule relates to
the Issuer’s Common Stock.
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Item
2.
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Identity
and Background.
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(a-c,
f)
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This
Schedule 13D is being filed by Raging Capital Management, LLC (“Raging
Capital”), a Delaware limited liability company, and William C. Martin, a
United States citizen (each a "Reporting Person" and collectively the
"Reporting Persons"). The principal business address of the
Reporting Persons is 254 Witherspoon Street, Princeton, New Jersey
08542. Raging Capital serves as the general partner of Raging
Capital Fund, LP and Raging Capital Fund (QP), LP (together, the
“Funds”). Mr. Martin serves as the managing member of Raging
Capital and is primarily responsible for all investment decisions
regarding Raging Capital’s investment portfolio. The Common
Stock reported herein is held in the Funds’ portfolios, with the exception
of 15,500 shares held in Mr. Martin’s personal account.
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(d)
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William
C. Martin has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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None
of the Reporting Persons have, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such
laws.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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As
of the date hereof, Raging Capital Management, LLC may be deemed to
beneficially own 1,452,871 shares of Common Stock.
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As
of the date hereof, William C. Martin may be deemed to beneficially own
1,468,371 shares of Common Stock.
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No
borrowed funds were used to purchase the Common Stock reported herein,
other than any borrowed funds used for working capital purposes in the
ordinary course of business.
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Item
4.
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Purpose
of Transaction.
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The
Reporting Persons acquired their Common Stock of the Issuer for investment
purposes. The Reporting Persons have been and may continue to
be in contact with members of the Issuer’s Board of Directors, the
Issuer’s management, other significant shareholders and others regarding
alternatives that the Issuer could employ to improve shareholder
value. The Reporting Persons have attached as Exhibit C to this
Schedule 13D a letter dated March 18, 2009 to the Board of Directors of
the Issuer. The letter calls on the Board of Directors to
replace two of the six non-employee directors currently sitting on the
Board of Directors with directors who own material numbers of shares of
the Issuer.
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The
Reporting Persons have no plans or proposals which, other than as
expressly set forth below, would relate to or would result in: (a) the
acquisition of additional securities of the Issuer or the disposition of
presently-owned securities of the Issuer; (b) any extraordinary corporate
transaction involving the Issuer; (c) a sale or transfer of a material
amount of assets of the Issuer; (d) any change in the present Board of
Directors or management of the Issuer; (e) any material change in the
present capitalization or dividend policy of the Issuer; (f) any material
change in the operating policies or corporate structure of the Issuer; (g)
any change in the Issuer’s charter or by-laws; (h) the Common Stock of the
Issuer ceasing to be authorized to be quoted in the over-the-counter
security markets; or (i) causing the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934. The Reporting Persons, however, reserve
the right, at a later date, to effect one or more of such changes or
transactions in the number of shares of Common Stock they may be deemed to
beneficially own.
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Item
5.
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Interest
in Securities of the Issuer.
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As
of the date hereof, Raging Capital Management, LLC may be deemed to
beneficially own 1,452,871 shares, or 8.7% of the Common Stock of the
Issuer. William C. Martin may be deemed to beneficially own
1,468,371 shares, or 8.7% of the Common Stock of the
Issuer. The ownership percentages listed herein are based upon
the 16,793,397 shares outstanding as of February 1, 2009, according to the
Issuer’s most recent Form 10-Q filing.
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Raging
Capital Management, LLC shares the power to vote or direct the vote of
1,452,871 shares to which this filing relates.
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Raging
Capital Management, LLC has the sole power to vote or direct the vote of 0
shares to which this filing relates.
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Raging
Capital Management, LLC shares the power to dispose or direct the
disposition of 1,452,871 shares to which this filing
relates.
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Raging
Capital Management, LLC has the sole power to dispose or direct the
disposition of 0 shares to which this filing relates.
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Raging Capital
Management LLC specifically disclaims beneficial ownership in the shares
reported herein except to the extent of its pecuniary interest
therein.
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William
C. Martin shares the power to vote or direct the vote of 1,452,871 shares
to which this filing relates.
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William
C. Martin has the sole power to vote or direct the vote of 15,500 shares
to which this filing relates.
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William
C. Martin shares the power to dispose or direct the disposition of
1,452,871 shares to which this filing relates.
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William
C. Martin has the sole power to dispose or direct the disposition of
15,500 shares to which this filing relates.
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William
C. Martin specifically disclaims beneficial ownership in the shares
reported herein except to the extent of its pecuniary interest
therein.
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Each
of the Reporting Persons has the right to receive and the power to direct
the receipt of dividends from, or the proceeds from the sale of, a portion
of the Common Stock reported herein.
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The
trading dates, number of shares purchased and sold and price per share for
all transactions in the Shares during the past 60 days by the Reporting
Persons on behalf of the Funds were all effected in broker transactions as
set forth on Exhibit B.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect
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to
Securities of the Issuer.
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The
Reporting Persons do not have any contract, arrangement, understanding or
relationship with any person with respect to the Common
Stock.
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Item
7.
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Material
to be Filed as Exhibits.
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Exhibit
A: Agreement between the Reporting Persons to file jointly
Exhibit
B: Schedule of Transactions in the Shares of the Issuer
Exhibit
C: Letter to the Board of Directors of the Issuer
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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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March
19, 2009
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(Date)
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RAGING
CAPITAL MANAGEMENT LLC*
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/s/
William C. Martin
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By:
William C. Martin
Title:
Managing Member
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WILLIAM
C. MARTIN*
/s/ William C.
Martin
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Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (see
18 U.S.C. 1001).
* The
Reporting Persons disclaim beneficial ownership over the securities reported
herein except to the extent of the reporting persons’ pecuniary interest
therein.
Exhibit
A
JOINT
FILING AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each
of the undersigned hereby agrees that only one statement containing the
information required by Schedule 13D need be filed with respect to the ownership
by each of the undersigned of Common Stock of Salary.com, Inc.
This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original.
Executed
this 19
th
day of
March, 2009.
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RAGING
CAPITAL MANAGEMENT LLC*
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/s/
William C. Martin
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By:
William C. Martin
Title:
Managing Member
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WILLIAM
C. MARTIN*
/s/ William C.
Martin
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Exhibit
B
TRANSACTIONS
IN THE SHARES
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Date of Transaction
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Number
of Shares
Purchased/(Sold)
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Price of Shares
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3/3/2009
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12,200
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1.3399
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3/3/2009
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2,675
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1.4000
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Exhibit
C
254
Witherspoon Street
Princeton,
NJ 08542
March 18,
2009
Salary.com,
Inc.
Attention:
Corporate Secretary
c/o
Brian G. Bloch, Esq., Assistant General Counsel
195 West
Street
Waltham,
MA 02451
Dear
Sir,
Raging
Capital Fund, LP, Raging Capital Fund QP, LP, and I, William C. Martin, are all
longstanding shareholders of Salary.com (“SLRY”) with combined current holdings
equal to approximately 8.75% of total shares outstanding. This stake
is reflective of our excitement about the business, its position in the
marketplace, and the many opportunities the company has to grow over the next
several years.
However,
it is our strong view that the board of directors should be strengthened to
include directors with meaningful share ownership. Not one of the six
non-employee directors of the company currently own more than 1% of the
company’s outstanding shares. In fact, the combined ownership of the
non-employee directors is just 2.5% of the company – and that includes stock
options and related grants.
The two
non-employee directors that are up for election in 2009, Mr. John R. Sumser and
Mr. Edward F. McCauley, own a combined 76,000 shares, or only $125,000 worth of
stock. Neither of these directors has purchased shares on the open
market, even though the price of the stock has dropped more than 80% since the
company’s initial public offering. Moreover, Mr. John R. Sumser
recently sold stock in December at a price of $1.50 per share.
Salary.com’s
board should include non-employee directors who have material share positions in
the company. The benefits of having “owner-directors” involved in
setting the company’s agenda include:
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Establishing
a long-term focused attitude and tone that can pervade positively
throughout the organization.
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Creating
sensible compensation and equity grant programs that are focused on
building long-term value for all
parties.
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Optimally
allocating capital, particularly in a challenging economic
environment.
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Prudent,
shareholder-minded decision making regarding the future of the business,
be it as a standalone entity or as part of a larger consolidated
organization within the sector.
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Maintaining
a healthy and productive “tension” between the board and the company’s
management team.
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Three
seats are scheduled to be up for election at the company’s next annual
shareholder’s meeting. We call on the board to replace two of the
non-employee directors with two new directors that have material share
ownership. These candidates should be agreeable to both the existing
Nominating Committee of the board and our firm.
We would
welcome a meeting with a representative of the board to address taking the
necessary steps to see these objectives come to fruition in the near
future.
Sincerely,
William
C. Martin
Chairman
of Raging Capital Management, LLC
General
Partner of Raging Capital Fund, LP & Raging Capital Fund QP, LP
CC: Kent
Plunkett, Chairman of the Board, CEO & President
SK 25477 0001
978624
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