ALDN Aladdin Knowledge Systems Ltd (MM)

 

 

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

ALADDIN KNOWLEDGE SYSTEMS LTD.

(Name of Issuer)

Ordinary Shares, nominal value 0.01 New Israeli Shekels per Share
(Title of Class of Securities)
 
M0392N101
(CUSIP Number)
 
Jasmine Holdco LLC
Vector Capital III, L.P.
Vector Entrepreneur Fund III, L.P.
Vector Capital IV, L.P.
Vector Capital Partners III, L.L.C.
Vector Capital Partners IV, L.L.C.
Alexander R. Slusky
c/o Vector Capital Corporation
456 Montgomery Street, 19 ^th Floor
San Francisco, CA 94104
Telephone:  (415) 293-5000
Attn:  David Baylor
 
with a copy to:
 
Michael J. Kennedy / Steve L. Camahort
O’Melveny & Myers LLP
275 Battery Street, Suite 2600
San Francisco, CA 94111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 16, 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 §§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 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.

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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This Amendment No. 5 (this “ Amendment No. 5 ”) to the Schedule 13D filed with the Securities and Exchange Commission on behalf of Jasmine Holdco LLC, a Delaware limited liability company (“ Jasmine ”), Vector Capital III, L.P., a Delaware limited partnership (“ VC III LP ”), Vector Entrepreneur Fund III, L.P., a Delaware limited partnership (“ VEF III LP ”), Vector Capital IV, L.P., a Delaware limited partnership (“ VC IV LP ”), Vector Capital Partners III, L.L.C., a Delaware limited liability company (“ VCP III LLC ”), Vector Capital Partners IV, L.L.C., a Delaware limited liability company (“ VCP IV LLC ”, and together with VC III LP, VEF III LP, VC IV LP and VCP III LLC, “ Vector ”), and Alexander R. Slusky, an individual (“ Mr. Slusky ” and, together with Jasmine and Vector, the “ Reporting Persons ”) on August 7, 2008, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on August 13, 2008, Amendment No. 2 to Schedule 13D filed by the Reporting Persons on August 21, 2008, Amendment No. 3 to Schedule 13D filed by the Reporting Persons on August 29, 2008 and Amendment No. 4 to Schedule 13D filed by the Reporting Persons on September 2, 2008 (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 previously reported by the Reporting Persons in the Schedule 13D by adding the information set forth below to the items indicated. Unless otherwise stated herein, all capitalized terms used in this Amendment No. 5 have the same meanings as those set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is amended and restated in its entirely as follows:

The net investment cost (including commissions, if any) of the shares of Ordinary Shares beneficially owned by the Reporting Persons is $20,229,476.67. The source of funds for this consideration was the available capital of Vector, which may, at any given time, include margin loans made by brokerage firms or unsecured borrowings under a working capital credit line, each in the ordinary course of business.

Item 5. Interest in Securities of the Issuer.

Item 5(a) of the Schedule 13D is amended and restated in its entirety as follows:

The shares of Ordinary Shares reported herein were initially acquired by VC III LP and subsequently contributed by VC III LP to Jasmine as a capital contribution. Pursuant to Vector’s internal arrangements, the membership interest in Jasmine held by VC III LP and a proportional interest in the shares of Ordinary Shares held by Jasmine are allocated among VC III LP, VC IV LP and VEF III LP (each, a “ Vector Fund ” and, collectively, the “ Vector Funds ”) as follows: (i) VC III LP holds 48%; (ii) VC IV LP holds 50%; and (iii) VEF III LP holds 2%. Under this arrangement, none of VC III LP, VC IV LP or VEF III LP shares with any other Vector Fund any power to vote or direct the vote, or power to dispose or to direct the disposition of, any shares of Ordinary Shares to which it is allocated. Accordingly, each Vector Fund only beneficially owns the shares of Ordinary Shares to which it is allocated under Vector’s internal arrangements.

As of the date hereof, the Reporting Persons have the following interest in the securities of the Company:

	(i)		Jasmine beneficially owns 1,942,164 shares of the Company’s Ordinary Shares, making it the beneficial owner of 13.99% of the Company’s Ordinary Shares.
	(i)		VC III LP beneficially owns 932,239 shares of the Company’s Ordinary Shares, making it the beneficial owner of 6.71% of the Company’s Ordinary Shares.
	(ii)		VEF III LP beneficially owns 38,843 shares of the Company’s Ordinary Shares, making it the beneficial owner of 0.28% of the Company’s Ordinary Shares.
	(iii)		VC IV LP beneficially owns 971,082 shares of the Company’s Ordinary Shares, making it the beneficial owner of 6.99% of the Company’s Ordinary Shares.
	(iv)		VCP III LLC beneficially owns 971,082 shares of the Company’s Ordinary Shares, making it the beneficial owner of 6.99% of the Company’s Ordinary Shares.
	(v)		VCP IV LLC beneficially owns 971,082 shares of the Company’s Ordinary Shares, making it the beneficial owner of 6.99% of the Company’s Ordinary Shares.
	(vi)		Mr. Slusky beneficially owns 1,942,164 shares of the Company’s Ordinary Shares, making him the beneficial owner of 13.99% of the Company’s Ordinary Shares.

Item 5(b) of the Schedule 13D is amended and restated in its entirety as follows:

(b)

The table below sets forth for the Reporting Persons the number of shares of Ordinary Shares for which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, or sole or shared power to dispose or to direct the disposition.

						VC III				VEF III								VCP III				VCP IV
		Jasmine				LP				LP				VC IV LP				LLC				LLC				Mr. Slusky
Sole Power to Vote/Direct Vote			0				0				0				0				0				0				0
Shared Power to Vote/Direct Vote			1,942,164				932,239				38,843				971,082				971,082				971,082				1,942,164
Sole Power to Dispose/Direct Disposition			0				0				0				0				0				0				0
Shared Power to Dispose/Direct Disposition			1,942,164				932,239				38,843				971,082				971,082				971,082				1,942,164

Item 5(c) of the Schedule 13D is amended and restated in its entirety as follows:

(c)

There have been no purchases or sales of the Company’s Ordinary Shares by any of the Reporting Persons within the last sixty days, except for the purchases of the Company’s Ordinary Shares by VC III LP on the open market as indicated in the table below, which table sets forth the date of each transaction, the number of shares purchased in each transaction and the purchase price per share for the shares purchased in each transaction:

		Number of Shares				Purchase Price per
Date		Purchased				Share
July 18, 2008			100,000			$	9.4384
July 21, 2008			373,300			$	9.3839
July 22, 2008			191,700			$	9.5310
July 24, 2008			15,000			$	9.1600
July 28, 2008			270,500			$	9.8193
July 29, 2008			24,500			$	10.2225
July 31, 2008			154,000			$	8.8200
August 1, 2008			21,000			$	8.8664
August 4, 2008			12,500			$	9.2499
August 5, 2008			55,900			$	9.3649
August 6, 2008			5,800			$	9.3604
August 7, 2008			45,100			$	9.4448
August 8, 2008			71,000			$	10.0825
August 11, 2008			56,700			$	10.6798
August 12, 2008			16,600			$	11.3093
August 14, 2008			5,200			$	11.0000
August 29, 2008			198,300			$	12.4500
September 2, 2008			131,300			$	12.6441
September 2, 2008			5,000			$	12.6000
September 3, 2008			19,900			$	12.6774

		Number of Shares				Purchase Price per
Date		Purchased				Share
September 3, 2008			1,400			$	12.6267
September 4, 2008			32,000			$	13.0202
September 4, 2008			164			$	12.7248
September 5, 2008			26,500			$	13.0000
September 8, 2008			9,700			$	13.0000
September 10, 2008			10,500			$	12.9775
September 11, 2008			4,100			$	13.0000
September 15, 2008			34,000			$	13.0000
September 16, 2008			15,600			$	13.0000
September 17, 2008			34,900			$	13.0915

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.  

Dated: September 17, 2008

		JASMINE HOLDCO LLC
		By:		/s/ Alexander R. Slusky
		Name: Alexander R. Slusky
		Title: President and Chief Executive Officer
		VECTOR CAPITAL III, L.P.
		By: Vector Capital Partners III, L.L.C., its General Partner
		By:		/s/ Alexander R. Slusky
		Name: Alexander R. Slusky
		Title: Managing Member
		VECTOR ENTREPRENEUR FUND III, L.P.
		By: Vector Capital Partners III, 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.L.C., its General Partner
		By:		/s/ Alexander R. Slusky
		Name: Alexander R. Slusky
		Title: Managing Member
		VECTOR CAPITAL PARTNERS III, L.L.C.
		By:		/s/ Alexander R. Slusky
		Name: Alexander R. Slusky
		Title: Managing Member
		VECTOR CAPITAL PARTNERS IV, L.L.C.
		By:		/s/ Alexander R. Slusky
		Name: Alexander R. Slusky
		Title: Managing Member
		ALEXANDER R. SLUSKY
		/s/ Alexander R. Slusky
		Alexander R. Slusky

INDEX TO EXHIBITS  

Exhibit
Number		Document
1		Joint Filing Agreement dated August 7, 2008, by and among Jasmine Holdco LLC, Vector Capital III, L.P., Vector Entrepreneur Fund III, L.P., Vector Capital IV, L.P., Vector Capital Partners III, L.L.C., Vector Capital Partners IV, L.L.C. and Alexander R. Slusky.
2		Press Release, dated August 21, 2008.
3		Letter from Jasmine Holdco LLC to the Chairman of the Board of Directors of Aladdin Knowledge Systems Ltd., dated August 28, 2008.
4		Press Release, dated August 28, 2008.

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