UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TUMBLEWEED COMMUNICATIONS CORP.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
899690101
(CUSIP Number)
J. Markham Penrod, IACCP
SM
Chief Compliance Officer
Empire Capital Management, LLC
One Gorham Island, Suite 201
Westport, CT 06880 USA
(203) 454-1019
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 5, 2007
(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 Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box
þ
.
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 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).
(Continued on the following pages)
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Empire Capital Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
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(a)
o
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(b)
þ
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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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WC
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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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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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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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2,820,230
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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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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,820,230
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,820,230
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12
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CHECK BOX IF THE 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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5.5%
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14
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TYPE OF REPORTING PERSON*
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PN
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2
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Empire GP, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
þ
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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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WC
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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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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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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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2,820,230
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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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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,820,230
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,820,230
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12
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CHECK BOX IF THE 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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5.5%
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14
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TYPE OF REPORTING PERSON*
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OO
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3
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Empire Capital Management, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
þ
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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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WC
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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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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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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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3,649,388
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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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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,649,388
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,649,388
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12
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CHECK BOX IF THE 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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7.1%
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14
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TYPE OF REPORTING PERSON*
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OO
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4
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Scott A. Fine
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
þ
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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
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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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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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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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6,469,618
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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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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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6,469,618
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,469,618
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12
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CHECK BOX IF THE 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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12.6%
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14
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TYPE OF REPORTING PERSON*
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IN
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5
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter J. Richards
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
þ
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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
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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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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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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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6,469,618
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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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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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6,469,618
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,469,618
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12
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CHECK BOX IF THE 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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12.6%
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14
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TYPE OF REPORTING PERSON*
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IN
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6
Item 1. Security and Issuer
The name of the issuer is TUMBLEWEED COMMUNICATIONS CORP. (the Company). The Companys
principal executive offices are located at 700 Saginaw Drive, Redwood City, CA 94063. This
Schedule 13D relates to the Companys common stock, par value $0.001 (the Common Stock).
Item 2. Identity and Background
Empire Capital Partners, L.P.
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(a)
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Empire Capital Partners, L.P.
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(b)
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1 Gorham Island, Suite 201, Westport, CT 06880.
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(c)
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Empire Capital Partners, L.P. (Empire Capital) is a Delaware limited
partnership which operates as a private investment partnership.
Empire Capital is filing with respect to the Shares of Common Stock
directly owned by it.
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(d)
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Empire Capital Partners, L.P., during the last five years, has not
been convicted in a criminal proceeding, excluding traffic violations
or similar misdemeanors.
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(e)
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Empire Capital Partners, L.P., during the last five years, has not
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in Empire Capital
Partners, L.P. being at any time 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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Empire GP, L.L.C.
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(a)
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Empire GP, L.L.C.
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(b)
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1 Gorham Island, Suite 201, Westport, CT 06880.
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(c)
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Empire GP, L.L.C., (Empire GP) is a limited liability company
organized under the laws of the State of Delaware and serves as the
general partner of the Empire Capital and in such capacity has
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responsibility for the management of the Empire Capital. Empire GP
is filing with respect to shares of Common Stock directly owned by
Empire Capital.
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(d)
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Empire GP, L.L.C., during the last five years, has not been convicted
in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
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(e)
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Empire GP, L.L.C., during the last five years, has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in Empire GP, L.L.C. being at any time
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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Empire Capital Management, L.L.C.
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(a)
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Empire Capital Management, L.L.C.
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(b)
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1 Gorham Island, Suite 201, Westport, CT 06880.
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(c)
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Empire Capital Management, L.L.C., a Delaware limited liability
company (Empire Management), provides investment management and
administrative services to the Empire Capital, Empire Capital
Partners, LTD (the Empire Overseas Fund), Charter Oak Partners, L.P.
(Charter Oak), Charter Oak Partners II, L.P. (Charter Oak II) and
Charter Oak Master Fund, LP. (Charter Oak Master and together, the
Charter Oak Funds). Empire Management is filing with respect to the
Shares of Common Stock directly owned by the Empire Overseas Fund and
the Charter Oak Funds.
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(d)
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Empire Capital Management, L.L.C., during the last five years, has not
been convicted in a criminal proceeding, excluding traffic violations
or similar misdemeanors.
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(e)
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Empire Capital Management, L.L.C., during the last five years, has not
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in Empire Capital
Management, L.L.C. being at any time 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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Mr. Scott A. Fine
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(a)
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Scott A. Fine
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(b)
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1 Gorham Island, Suite 201, Westport, CT 06880.
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(c)
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Mr. Fine, together with Mr. Richards, as Members, direct the
operations of Empire GP and Empire Management. Mr. Fine is primarily
engaged in the business of securities investing. He conducts his
investment activities from the address listed in (b) above. Mr. Fine
is filing with respect to the shares of Common Stock directly owned by
Empire Capital, the Empire Overseas Fund and the Charter Oak Funds.
Neither Mr. Fine nor Mr. Richards directly own any shares of Common
Stock.
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(d)
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Mr. Fine, during the last five years, has not been convicted in a
criminal proceeding, excluding traffic violations or similar
misdemeanors.
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(e)
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Mr. Fine, during the last five years, has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in Mr. Fine being at any time 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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(f)
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United States citizen.
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Mr. Peter J. Richards
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(a)
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Peter J. Richards
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(b)
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1 Gorham Island, Suite 201, Westport, CT 06880.
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(c)
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Mr. Richards, together with Mr. Fine, as Members, direct the
operations of Empire GP and Empire Management. Mr. Richards is
primarily engaged in the business of securities investing. He conducts
his investment activities from the address listed in (b) above. Mr.
Richards is filing with respect to the shares of Common Stock directly
owned by Empire Capital, the Empire Overseas Fund and the Charter Oak
Funds. Neither Mr. Fine nor Mr. Richards directly own any shares of
Common Stock.
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(d)
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Mr. Richards, during the last five years, has not been convicted in a
criminal proceeding, excluding traffic violations or similar
misdemeanors.
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(e)
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Mr. Richards, during the last five years, has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in Mr. Richards being at any time 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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(f)
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United States citizen.
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The foregoing persons are hereinafter sometimes collectively referred to as the Reporting
Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made
on information and belief after making inquiry to the appropriate party.
Item 3. Source and Amount of Funds or Other Considerations.
The aggregate purchase price of the 6,469,618 Shares purchased by Empire Capital, the Empire
Overseas Fund, and the Charter Oak Funds, collectively, was $16,875,077 (including commissions).
The source of funding for the purchase of these Shares was the general working capital of the
respective purchasers
.
The Shares are held by the Reporting Persons in margin accounts. Such margin accounts may
from time to time have debit balances. Since other securities are held in such margin accounts, it
is not possible to determine the amounts, if any, of margin used with respect to the purchase of
the Shares.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the shares of Common Stock for the purpose of obtaining a
significant equity position in the Company, and considered the Common Stock to be an attractive
investment at the price levels at which it acquired the shares of Common Stock.
The Reporting Persons primary interest is to maximize the value of its investment. To this
end, the Reporting Persons intend continually to review the Companys business affairs and financial
position and future prospects, as well as conditions in the securities markets and general economic
and industrial conditions. Based on such evaluation and review and other factors (including,
without limitation, the attitude of the Board of Directors and management of the Company), the
Reporting Persons will continue to consider various alternative courses of action and will in the
future take such actions with respect to its investment in the Company as it deems appropriate in
light of the circumstances existing from time to time. Such actions may include seeking
representation on the Board of Directors of the Company, making recommendations to members of
management concerning various business strategies, other strategic partnerships, dividend policies
and other matters, seeking to acquire control of the Company
9
through a merger, proxy solicitation, tender offer, exchange offer or otherwise, or such other
actions as the Reporting Persons may deem appropriate. Such actions may involve the purchase of
additional Common Stock or, alternatively, may involve the sale of all or a portion of the Common
Stock held by the Reporting Persons in the open market or in privately negotiated transactions to
one or more purchasers.
Empire Capital has the power to dispose of and the power to vote the shares of Common Stock
beneficially owned by it, which power may be exercised by its general partner, Empire GP. Empire GP
does not directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934 (the Act), Empire GP may be deemed to own beneficially the shares
owned by Empire Capital.
The Empire Overseas Fund and the Charter Oak Funds have the power to dispose of and the power
to vote the shares of Common Stock beneficially owned by them, which power may be exercised by
their investment manager, Empire Management. Empire Management does not directly own any shares of
Common Stock. By reason of the provisions of Rule 13d-3 of the Act, Empire Management may be deemed
to own beneficially the shares owned by the Empire Overseas Fund and the Charter Oak Funds.
Messrs. Fine and Richards, as Members, direct the operations of Empire GP and Empire
Management. Neither Mr. Fine nor Mr. Richards directly own any shares of Common Stock. By reason of
the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares
beneficially owned by Empire Capital, the Empire Overseas Fund and the Charter Oak Funds. Each of
Mr. Fine and Mr. Richards disclaim beneficial ownership of the shares of Common Stock reflected in
this filing, except to the extent of his respective pecuniary interest in such securities pursuant
to Section 13 of the Act.
Except as set forth above, the Reporting Persons do not have any plans or proposals which
relate to or would result in:
(a)
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The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
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(b)
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An extraordinary corporation transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries;
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(d)
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Any change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the issuer;
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(f)
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Any other material change in the issuers business or corporate structure;
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(g)
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Changes in the issuers charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
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(h)
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|
Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
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(i)
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Causing a class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Act; or
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|
(j)
|
|
Any action similar to any of those enumerated above.
|
Item 5. Interest in Securities of Issuer.
According to its Form 10-Q filed with the Securities and Exchange Commission on November 9,
2007, as of October 31, 2007, the Company had 51,123,963 shares of its Common Stock outstanding.
The Reporting Persons have the following interests in the Common Stock:
10
Empire Capital Partner, L.P.
(a)
|
|
See page 2, nos. 11 and 13.
|
|
(b)
|
|
See page 2, nos. 7-10.
|
|
(c)
|
|
See attached
Exhibit 1
for all transactions effected in the Shares
that have taken place in the past sixty days.
|
|
(d)
|
|
None.
|
|
(e)
|
|
Not Applicable.
|
Empire GP, L.L.C.
(a)
|
|
See page 3, nos. 11 and 13.
|
|
(b)
|
|
See page 3, nos. 7-10.
|
|
(c)
|
|
See attached
Exhibit 1
for all transactions effected in the Shares
that have taken place in the past sixty days.
|
|
(d)
|
|
None.
|
|
(e)
|
|
Not Applicable.
|
Empire Capital Management, L.L.C.
(a)
|
|
See page 4, nos. 11 and 13.
|
|
(b)
|
|
See page 4, nos. 7-10.
|
|
(c)
|
|
See attached
Exhibit 1
for all transactions effected in the Shares
that have taken place in the past sixty days.
|
|
(d)
|
|
None.
|
|
(e)
|
|
Not Applicable.
|
Mr. Scott A. Fine
(a)
|
|
See page 5, nos. 11 and 13.
|
|
(b)
|
|
See page 5, nos. 7-10.
|
|
(c)
|
|
See attached
Exhibit 1
for all transactions effected in the Shares
that have taken place in the past sixty days.
|
|
(d)
|
|
None.
|
|
(e)
|
|
Not Applicable.
|
Mr. Peter J. Richards
(a)
|
|
See page 6, nos. 11 and 13.
|
|
(b)
|
|
See page 6, nos. 7-10.
|
|
(c)
|
|
See attached
Exhibit 1
for all transactions effected in the Shares
that have taken place in the past sixty days.
|
|
(d)
|
|
None.
|
|
(e)
|
|
Not Applicable.
|
11
Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the
Issuer.
Other than as described herein, there are no contracts, arrangements, understandings or
relationships among the Reporting Persons, or between the Reporting Persons and any other person,
with respect to the securities of the Company.
Item 7. Material to be filed as Exhibits.
1.
|
|
Transactions of the Reporting Persons within the last 60 days.
|
|
2.
|
|
Joint Filing Agreement
|
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.
DATED: December 6, 2007
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Scott A. Fine
|
|
|
|
|
Scott A. Fine, individually, and a member of Empire GP, L.L.C.
|
|
|
|
|
and Empire Capital Management, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Peter J. Richards
|
|
|
|
|
Peter J. Richards, individually, and a member of Empire GP, L.L.C.
|
|
|
|
|
and Empire Capital Management, L.L.C.
|
|
|
12
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