Amended Statement of Beneficial Ownership (sc 13d/a)
November 07 2018 - 10:10AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Datawatch
Corporation
(Name of Issuer)
Common
Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
237917208 (CUSIP Number)
Christopher T. Cox, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York 10281
(212) 504-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November
5, 2018
(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.
¨
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).
(Page
1)
CUSIP No. 237917208
1
|
NAME OF REPORTING PERSON
WC Capital, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (Member Capital Contribution)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
665,966
|
9
|
SOLE DISPOSITIVE POWER
None
|
10
|
SHARED DISPOSITIVE POWER
665,966
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
665,966
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
14
|
TYPE OF REPORTING PERSON
OO (Limited Liability Company)
|
CUSIP No. 237917208
1
|
NAME OF REPORTING PERSON
The Estate of James Wood, Deceased
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
None*
|
9
|
SOLE DISPOSITIVE POWER
None
|
10
|
SHARED DISPOSITIVE POWER
None*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
None
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
14
|
TYPE OF REPORTING PERSON
OO (Estate)
|
*
|
On January 11, 2016, the Estate transferred its managing principal interest in WC Capital, LLC to Colleen M. Wood.
|
CUSIP No. 237917208
1
|
NAME OF REPORTING PERSON
Colleen M. Wood
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
423,764
|
8
|
SHARED VOTING POWER
665,966*
|
9
|
SOLE DISPOSITIVE POWER
423,764
|
10
|
SHARED DISPOSITIVE POWER
665,966*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,089,730
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
|
14
|
TYPE OF REPORTING PERSON
IN
|
*
|
By virtue of being a managing principal of WC Capital, LLC.
|
CUSIP No. 237917208
1
|
NAME OF REPORTING PERSON
Christopher T. Cox
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
62,727
|
8
|
SHARED VOTING POWER
665,966*
|
9
|
SOLE DISPOSITIVE POWER
62,727
|
10
|
SHARED DISPOSITIVE POWER
665,966*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
728,693
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
14
|
TYPE OF REPORTING PERSON
IN
|
* By virtue of being a managing principal of WC Capital,
LLC.
CUSIP No. 237917208
This Amendment No. 2 (“
Amendment
No. 2
”) amends the statement on Schedule 13D filed by the Reporting Persons on January 22, 2001 (the “
Original
Schedule 13D
”) and Amendment 1 to the Original Schedule 13D (“Amendment No. 1”) filed by the Reporting Persons
on January 22, 2016, relating to the shares of common stock, par value $0.01 per share (the “
Common Stock
”),
of Datawatch Corporation, a Delaware corporation (the “
Issuer
”). This Amendment No. 2 amends Items 4, 5, 6 and
7 of the Schedule 13D as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have
the meanings set forth in the Schedule 13D.
|
Item 4.
|
PURPOSE OF TRANSACTION
|
Item 4 is hereby amended by the addition of the following language:
The information stated in Item 6 is hereby incorporated
by reference. In addition, WC Capital, LLC has entered into an agreement, dated as of November 5, 2018, to terminate the Investment
Agreement (as defined herein) immediately upon the consummation of the merger pursuant to the Merger Agreement.
Item 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
|
|
|
Paragraphs (a) – (c) of Item 5 of Schedule 13D are hereby amended and restated in their entirety as follows: (a)-(c) At the close of business on November 5, 2018, WC Capital, LLC beneficially owned (and has shared power to vote and shared power to dispose or direct disposition) an aggregate of 665,966 shares of Common Stock, representing approximately 5.2% of the outstanding Common Stock. Mrs. Wood is the beneficial owner of 423,764 shares of Common Stock over which she has sole power to vote and sole power to dispose or direct the disposition. Mr. Cox is deemed to be the beneficial owner of the Common Stock held by WC Capital over which he has power to vote and power to dispose or direct the disposition. The ownership of each of the Reporting Persons is set forth in the following table: Stockholder Shares of Common Stock Percent WC Capital, LLC 665,966 5.2% The Estate of James Wood None 0.0% Mrs. Colleen Wood 1,089,730 8.6% Mr. Christopher Cox 728,693 5.7%
|
|
|
The
foregoing percentages are based on 12,733,081 shares of Common Stock of Datawatch outstanding on July 25, 2018 as disclosed in
the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, filed by Issuer on July 27, 2018.
No
transactions were effected by the Reporting Persons in shares of Common Stock during the past sixty (60) days.
|
Item 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
Item 6 is hereby amended to add
the following:
On November 5, 2018, the Issuer
entered into an Agreement and Plan of Merger (the “
Merger Agreement
”) with Altair Engineering, Inc., a Delaware
corporation (“
Acquisition Parent
”) Dallas Merger Sub, Inc. (“
Acquisition Corp
”). Pursuant
to the Merger Agreement, and upon the terms and conditions thereof, Acquisition Corp agreed to commence a cash tender offer (the
“
Offer
”) to acquire all of the outstanding shares of Common Stock for a purchase price of $13.10 per share.
Following the consummation of the Offer, Acquisition Corp will be merged with and into the Issuer and become a wholly-owned subsidiary
of Acquisition Parent.
Concurrently with the execution
of the Merger Agreement, each of Mr. Cox and WC Capital, LLC entered into that certain Tender and Support Agreement (the “
Support
Agreement
”) with Acquisition Parent and Acquisition Corp. Subject to the terms of the Support Agreement, unless the Merger
Agreement has been validly terminated in accordance with its terms, each of Mr. Cox and WC Capital, LLC agreed to accept the Offer
(as defined in the Merger Agreement) and to cause any shares of Common Stock held by them to be tendered in the Offer. Except as
provided in the Support Agreement, each of Mr. Cox and WC Capital, LLC have agreed not to, among other things, transfer, sell,
pledge or otherwise dispose of, or accept any tender or exchange offer with respect to, the shares of Common Stock held by them,
in each case, until termination of the Support Agreement in accordance with its terms.
The foregoing description of
the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Support Agreement filed
as Exhibit 6 to this Amendment No. 2.
|
Item 7.
|
Materials to be filed as Exhibits
|
Item 7 of the Schedule
13D is amended by the addition of the following:
The following exhibit
is incorporated into this Schedule 13D:
Exhibit 6 Tender
and Support Agreement, dated as of November 5, 2018, among Altair Engineering Inc., Dallas Merger Sub, Inc., Mr. Cox and WC Capital,
LLC
CUSIP No. 237917208
SIGNATURES
After reasonable inquiry and to the best
of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: November 5, 2018
|
WC CAPITAL, LLC
|
|
|
|
|
|
|
By:
|
/s/ Christopher T. Cox
|
|
|
|
Christopher T. Cox
|
|
|
|
Managing Member
|
|
|
|
|
|
|
ESTATE OF JAMES WOOD
|
|
|
|
|
|
|
By:
|
/s/ Colleen M. Wood
|
|
|
|
Colleen M. Wood
|
|
|
|
Co-Executor of the Estate of James Wood
|
|
|
|
|
|
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By:
|
/s/ Christopher T. Cox
|
|
|
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Christopher T. Cox
|
|
|
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Co-Executor of the Estate of James Wood
|
|
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COLLEEN M. WOOD
|
|
|
|
|
|
|
By:
|
/s/ Colleen M. Wood
|
|
|
|
|
|
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CHRISTOPHER T. COX
|
|
|
|
|
|
|
By:
|
/s/ Christopher T. Cox
|
|
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