UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
(CUSIP Number)
Howard S. Zeprun
Chief Administrative Officer and General Counsel
Trident Capital, Inc.
505 Hamilton Avenue
Palo Alto, CA 94301
Telephone: (650) 289-4400
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
(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 Rule 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 persons 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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CUSIP No.
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983882 30 9
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13D/A
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1.
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NAME OF REPORTING PERSONS
Trident Capital Management-V, L.L.C.
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I.R.S. Identification Nos. of Above Persons (Entities Only)
77-0544011
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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)
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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 (SEE INSTRUCTIONS)
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WC
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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, United States of America
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7.
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SOLE VOTING POWER
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NUMBER OF
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7,005,087(1)
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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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0
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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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7,005,087(1)
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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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7,005,087(1)
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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
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44.4%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) Comprised of (a) 1,964,429 shares of Series B Preferred Stock,
(b) 1,269,036 shares of Series C Preferred Stock, (c) 1,566,580 shares of Series D Preferred Stock,
(d) 1,013,514 shares of Series F Preferred Stock,
(e) warrants exercisable for an aggregate of 1,149,028 shares of Common Stock,
(f) options exercisable for an aggregate of 30,000 shares of Common Stock and
(g) 12,500 shares of restricted Common Stock.
Each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and
Series F Preferred Stock (together, the Preferred Stock) is convertible into one share of Common Stock.
The options and shares of restricted Common Stock are held for the benefit of Trident Capital Management-V, L.L.C.
(TCMV) by Christopher P. Marshall, who is a member of, and a nominee for director of XATA Corporation of,
TCMV, pursuant to the terms of its operating agreement. The shares of Preferred Stock are held by Trident Capital
Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P.,
Trident Capital Fund-V Principals Fund, L.P. (collectively, the Delaware Trident Entities), and Trident Capital
Parallel Fund-V, C.V. (TCPV). TCMV is the sole general partner of each of the Delaware Trident Entities and the
sole investment partner of TCPV. Christopher P. Marshall disclaims beneficial ownership of these options and shares
of Common Stock and Preferred Stock, except to the extent of his economic interests in each of the foregoing entities.
1
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CUSIP No.
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983882 30 9
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13D/A
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1.
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NAME OF REPORTING PERSONS
Trident Capital Fund-V, L.P.
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I.R.S. Identification Nos. of Above Persons (Entities Only)
77-0544013
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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)
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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 (SEE INSTRUCTIONS)
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WC
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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, United States of America
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7.
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SOLE VOTING POWER
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NUMBER OF
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6,237,339(2)
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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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0
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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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6,237,339(2)
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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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6,237,339(2)
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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
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41.6%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(2) Comprised of (a) 1,759,807 shares of Series B
Preferred Stock, (b) 1,136,849 shares of Series C Preferred Stock, (c) 1,403,400 shares of Series D
Preferred Stock, (d) 907,942 shares of Series F Preferred Stock, and
(e) warrants exercisable for an aggregate of 1,029,341 shares of Common Stock.
Each share of Preferred Stock is convertible into one share of Common Stock.
2
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CUSIP No.
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983882 30 9
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13D/A
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1.
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NAME OF REPORTING PERSONS
Trident Capital Fund-V Affiliates Fund, L.P.
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I.R.S. Identification Nos. of Above Persons (Entities Only)
77-0544015
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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)
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 (SEE INSTRUCTIONS)
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WC
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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, United States of America
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7.
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SOLE VOTING POWER
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NUMBER OF
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36,251(3)
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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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0
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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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36,251(3)
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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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36,251(3)
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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
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Less than 1%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(3) Comprised of (a) 10,228 shares of Series B Preferred Stock,
(b) 6,607 shares of Series C Preferred Stock, (c) 8,156 shares of Series D Preferred Stock,
(d) 5,277 shares of Series F Preferred Stock and (e) warrants exercisable for an aggregate
of 5,983 shares of Common Stock. Each share of Preferred Stock is convertible into one share
of Common Stock.
3
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CUSIP No.
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983882 30 9
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13D/A
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1.
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NAME OF REPORTING PERSONS
Trident Capital Fund-V Affiliates Fund (Q), L.P.
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I.R.S. Identification Nos. of Above Persons (Entities Only)
77-0544014
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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)
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 (SEE INSTRUCTIONS)
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WC
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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, United States of America
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7.
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SOLE VOTING POWER
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NUMBER OF
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34,591(4)
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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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0
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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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34,591(4)
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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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34,591(4)
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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
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Less than 1%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(4) Comprised of (a) 9,758 shares of Series B Preferred Stock,
(b) 6,305 shares of Series C Preferred Stock, (c) 7,783 shares of Series D Preferred Stock,
(d) 5,036 shares of Series F Preferred Stock, and (e) warrants exercisable for an aggregate of 5,709
shares of Common Stock. Each share of Preferred Stock is convertible into one share of Common Stock.
4
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CUSIP No.
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983882 30 9
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13D/A
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1.
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NAME OF REPORTING PERSONS
Trident Capital Fund-V Principals Fund, L.P.
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I.R.S. Identification Nos. of Above Persons (Entities Only)
77-0544016
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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)
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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 (SEE INSTRUCTIONS)
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WC
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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, United States of America
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7.
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SOLE VOTING POWER
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NUMBER OF
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180,533(5)
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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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0
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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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180,533(5)
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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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180,533(5)
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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
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2.0%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(5) Comprised of (a) 50,936 shares of Series B Preferred Stock,
(b) 32,905 shares of Series C Preferred Stock, (c) 40,620 shares of Series D Preferred Stock,
(d) 26,279 shares of Series F Preferred Stock and (e) warrants exercisable for an aggregate of 29,793
shares of Common Stock. Each share of Preferred Stock is convertible into one share of Common Stock.
5
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CUSIP No.
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983882 30 9
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13D/A
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1.
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NAME OF REPORTING PERSONS
Trident Capital Parallel Fund-V, C.V.
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I.R.S. Identification Nos. of Above Persons (Entities Only)
77-0566626
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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)
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 (SEE INSTRUCTIONS)
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WC
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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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Netherlands
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7.
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SOLE VOTING POWER
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NUMBER OF
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473,873(6)
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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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0
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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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473,873(6)
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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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473,873(6)
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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
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5.1%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(6) Comprised of (a) 133,700 shares of Series B Preferred Stock,
(b) 86,370 shares of Series C Preferred Stock, (c) 106,621 shares of Series D Preferred Stock,
(d) 68,980 shares of Series F Preferred Stock and (e) warrants exercisable for an aggregate of 78,202
shares of Common Stock. Each share of Preferred Stock is convertible into one share of Common Stock.
6
TABLE OF CONTENTS
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Item 1.
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Security and Issuer.
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This Amendment No. 5 amends and supplements that Statement on Schedule 13D (the Statement) filed
by the parties on December 18, 2003, as amended and supplemented by Amendment No. 1 filed by the
parties on September 21, 2005, Amendment No. 2 filed by the parties on March 23, 2007, Amendment
No. 3 filed by the parties on June 25, 2007 and Amendment No. 4 filed by the parties on February
17, 2009, respectively, with respect to the common stock, par value $0.01 per share (Common
Stock) of XATA Corporation, a Minnesota corporation (the Issuer). The principal executive office
of the Issuer is located at 965 Prairie Center Drive, Eden Prairie, Minnesota 55344. The Common
Stock is quoted on the NASDAQ Capital Market under the symbol XATA.
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Item 2.
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Identity and Background.
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(a)
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Name:
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Trident Capital Management-V, L.L.C. (TCMV)
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Trident Capital Fund-V, L.P. (TCV)
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Trident Capital Fund-V Affiliates Fund, L.P. (TCVA)
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Trident Capital Fund-V Affiliates Fund (Q), L.P. (TCVAQ)
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Trident Capital Fund-V Principals Fund, L.P. (TCVP)
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Trident Capital Parallel Fund-V, C.V. (TCPV, and together with TCV, TCVA, TCVAQ and TCVP,
the Trident Entities)
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(b)
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Residence or business address:
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Trident Entities: 505 Hamilton Avenue, Suite 200, Palo Alto, CA 94301
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(c)
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TCMV serves as the sole general partner of TCV, TCVA, TCVAQ and TCVP and as the sole
investment general partner of TCPV. TCV, TCVA, TCVAQ and TCVP are each Delaware limited
partnerships whose principal business is investing in various companies. TCPV, whose principal
business is also investing in various companies, was organized under the laws of the
Netherlands.
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(d)
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During the last five years, neither the Trident Entities nor, to the best knowledge of the
Trident Entities, any managing director of TCMV, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, neither the Trident Entities nor, to the best knowledge of the
Trident Entities, any managing director of TCMV, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which is or was
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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Citizenship.
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TCMV:
TCV:
TCVA:
TCVAQ:
TCVP:
TCPV:
|
|
Delaware
Delaware
Delaware
Delaware
Delaware
Netherlands
|
|
|
|
Item 3.
|
|
Source and Amount of Funds or Other Consideration.
|
The Trident Entities purchased (a) an aggregate of 1,013,514 shares (the Series E Shares) of
Series E Preferred Stock of the Issuer, no stated par value (the Series E Preferred Stock) from
the Issuer in a private transaction on February 12, 2009 for a total purchase price of $2,250,001,
and (b) warrants to acquire an aggregate of 304,054 shares of Common Stock for a total
7
purchase price of $38,007. The Trident Entities funded these purchases from working capital. None
of the funds used for the purchase consisted of funds or other consideration borrowed. On April
15, 2009, the Series E Shares automatically converted into an aggregate of 1,013,514 shares of
Series F Preferred Stock (the Series F Shares), pursuant to the terms of, and upon satisfaction
of the conditions set forth in, an exchange agreement between the Issuer and the parties identified
therein, dated as of February 12, 2009 (the Exchange Agreement), as described below. No
additional consideration was paid for the Series F Shares. As of April 15, 2009, no Series E
Shares are outstanding, and the Series F Shares are immediately convertible into an aggregate of
1,013,514 shares of Common Stock.
|
|
|
Item 4.
|
|
Purpose of Transaction.
|
The Trident Entities acquired the Issuers securities for investment purposes.
Subject to applicable legal requirements, the Trident Entities may purchase additional securities
of the Issuer from time to time in open market or in private transactions, depending on their
evaluation of Issuers business, prospects and financial condition, the market for the Issuers
securities, other developments concerning Issuer, the reaction of Issuer to the Trident Entities
ownership of the Issuers securities, other opportunities available to the Trident Entities, and
general economic, money market and stock market conditions. In addition, depending upon the factors
referred to above, the Trident Entities may dispose of all or a portion of their securities of the
Issuer at any time. Each of the Trident Entities reserves the right to increase or decrease its or
his holdings on such terms and at such times as each may decide.
Other than as described in this Item 4, the Trident Entities do not have any plan or proposal
relating to or that would result in: (a) the acquisition by any person of additional securities of
the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the Board of Directors or management of the Issuer, including any
plans or proposals to change the number or terms of directors or to fill any existing vacancies on
the Board of Directors of the Issuer; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate
structure; (g) changes in the Issuers charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any person; (h) a class
of securities of the Issuer being delisted from a national securities exchange or ceasing to be
authorized to be quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those
enumerated above.
|
|
|
Item 5.
|
|
Interest in Securities of the Issuer.
|
The following information with respect to the ownership of the Common Stock of the Issuer by the
persons filing this Amendment No. 5 to Statement on Schedule 13D is provided as of April 15, 2009.
Percentages are based on 8,775,769 shares of Common Stock reported outstanding as of January 30,
2009 on the Issuers Quarterly Report on Form 10-Q for the quarter ended December 31, 2008, as
filed with the Securities and Exchange Commission on February 4, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shared
|
|
Sole
|
|
Shared
|
|
|
|
|
|
|
Shares Held
|
|
Sole Voting
|
|
Voting
|
|
Dispositive
|
|
Dispositive
|
|
Beneficial
|
|
Percentage
|
Reporting Persons
|
|
Directly
|
|
Power
|
|
Power
|
|
Power
|
|
Power
|
|
Ownership (7)
|
|
of Class
|
TCMV (1)
|
|
|
0
|
|
|
|
7,005,087
|
|
|
|
0
|
|
|
|
7,005,087
|
|
|
|
0
|
|
|
|
7,005,087
|
|
|
|
44.4
|
%
|
TCV (2)
|
|
|
6,237,339
|
|
|
|
6,237,339
|
|
|
|
0
|
|
|
|
6,237,339
|
|
|
|
0
|
|
|
|
6,237,339
|
|
|
|
41.6
|
%
|
TCVA (3)
|
|
|
36,251
|
|
|
|
36,251
|
|
|
|
0
|
|
|
|
36,251
|
|
|
|
0
|
|
|
|
36,251
|
|
|
less than 1
|
%
|
TCVAQ (4)
|
|
|
34,591
|
|
|
|
34,591
|
|
|
|
0
|
|
|
|
34,591
|
|
|
|
0
|
|
|
|
34,591
|
|
|
less than 1
|
%
|
TCVP (5)
|
|
|
180,533
|
|
|
|
180,533
|
|
|
|
0
|
|
|
|
180,533
|
|
|
|
0
|
|
|
|
180,533
|
|
|
|
2.0
|
%
|
TCPV (6)
|
|
|
473,873
|
|
|
|
473,873
|
|
|
|
0
|
|
|
|
473,873
|
|
|
|
0
|
|
|
|
473,873
|
|
|
|
5.1
|
%
|
8
|
|
|
(1)
|
|
Consists of the shares beneficially owned by TCV, TCVA, TCVAQ, TCVP and TCPV. See notes (2)
through (7) to this table. TCMV is the sole general partner of each of TCV, TCVA, TCVAQ, and
TCVP, and the sole investment partner of TCPV. Also consists of options exercisable for an
aggregate of 30,000 shares of Common Stock and 12,500 shares of restricted Common Stock, which
are held for the benefit of TCMV by Christopher P. Marshall, who is a member of, and a nominee
for director of XATA Corporation of, TCMV, pursuant to the terms of its operating agreement.
Christopher P. Marshall disclaims beneficial ownership of these options and shares of Common
Stock and Preferred Stock, except to the extent of his economic interests in each of the
foregoing entities.
|
|
(2)
|
|
Comprised of (a) 1,759,807 shares of Series B Preferred Stock, (b) 1,136,849 shares of Series
C Preferred Stock, (c) 1,403,400 shares of Series D Preferred Stock, (d) 907,942 shares of
Series F Preferred Stock and (e) warrants exercisable for an aggregate of 1,029,341 shares of
Common Stock.
|
|
(3)
|
|
Comprised of (a) 10,228 shares of Series B Preferred Stock, (b) 6,607 shares of Series C
Preferred Stock, (c) 8,156 shares of Series D Preferred Stock, (d) 5,277 shares of Series F
Preferred Stock and (e) warrants exercisable for an aggregate of 5,983 shares of Common Stock.
|
|
(4)
|
|
Comprised of (a) 9,758 shares of Series B Preferred Stock, (b) 6,305 shares of Series C
Preferred Stock, (c) 7,783 shares of Series D Preferred Stock, (d) 5,036 shares of Series F
Preferred Stock and (e) warrants exercisable for an aggregate of 5,709 shares of Common Stock.
|
|
(5)
|
|
Comprised of (a) 50,936 shares of Series B Preferred Stock, (b) 32,905 shares of Series C
Preferred Stock, (c) 40,620 shares of Series D Preferred Stock, (d) 26,279 shares of Series F
Preferred Stock and (e) warrants exercisable for an aggregate of 29,793 shares of Common
Stock.
|
|
(6)
|
|
Comprised of (a) 133,700 shares of Series B Preferred Stock, (b) 86,370 shares of Series C
Preferred Stock, (c) 106,621 shares of Series D Preferred Stock, (d) 68,980 shares of Series F
Preferred Stock and (e) warrants exercisable for an aggregate of 78,202 shares of Common
Stock.
|
|
(7)
|
|
Each share of Preferred Stock is convertible into one share of Common Stock as of April 15,
2009.
|
|
|
|
Item 6.
|
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
|
On December 6, 2003, the Issuer entered into a Common Stock Warrant and Series B Preferred Stock
Purchase Agreement (the 2003 Stock Purchase Agreement) with the Trident Entities. On September 7,
2005, the Issuer entered into a Common Stock Warrant and Series C Preferred Stock Purchase
Agreement (the 2005 Stock Purchase Agreement) with the Trident Entities. On June 18, 2007, the
Issuer entered into a Common Stock Warrant and Series D Preferred Stock Purchase Agreement with the
Trident Entities (the 2007 Stock Purchase Agreement). On February 12, 2009, the Issuer entered
into a Common Stock Warrant and Series E Preferred Stock Purchase Agreement with the Trident
Entities (the 2009 Stock Purchase Agreement, and together with the 2003 Stock Purchase Agreement,
the 2005 Stock Purchase Agreement and the 2007 Stock Purchase Agreement, the Stock Purchase
Agreements). On April 15, 2009, pursuant to the terms of the Exchange Agreement, each share of
Series E Preferred Stock automatically converted into one share of Series F Preferred Stock.
Under the 2003 Stock Purchase Agreement, the Trident Entities purchased an aggregate of 1,612,903
shares of Series B Preferred Stock (the Series B Preferred Stock) for $4,096,774, or $2.54 per
share. The price per share of the Series B Preferred Stock and the conversion price at which the
Series B Preferred Stock converts into Common Stock were equal to the market value of the Common
Stock (as defined in the rules of the NASDAQ Stock Market) on the date of execution of the 2003
Stock Purchase Agreement.
Under the 2005 Stock Purchase Agreement, the Trident Entities purchased an aggregate of 1,269,036
shares of Series C Preferred Stock (the Series C Preferred Stock) for $5,000,002, or $3.94 per
share. The price per share of the Series C Preferred Stock and the conversion price at which the
Series C Preferred Stock converts into Common Stock were equal to the market value of the Common
Stock (as defined in the rules of the NASDAQ Stock Market) on the date of execution of the 2005
Stock Purchase Agreement.
9
Under the 2007 Stock Purchase Agreement, the Trident Entities purchased an aggregate of 1,566,580
shares of Series D Preferred Stock (the Series D Preferred Stock) for $6,000,001, or $3.83 per
share. The price per share of the Series D Preferred Stock and the conversion price at which the
Series D Preferred Stock converts into Common Stock were equal to the market value of the Common
Stock (as defined in the rules of the NASDAQ Stock Market) on the date of execution of the 2007
Stock Purchase Agreement.
Under the 2009 Stock Purchase Agreement, the Trident Entities purchased an aggregate of 1,013,514
shares of Series E Preferred Stock (the Series E Preferred Stock) for $2,250,001, or $2.22 per
share. The price per share of the Series E Preferred Stock and the conversion price at which the
Series E Preferred Stock converts into Common Stock were equal to the market value of the Common
Stock (as defined in the rules of the NASDAQ Stock Market) on the date of execution of the 2009
Stock Purchase Agreement. As described above, on April 15, 2009, pursuant to the terms of the
Exchange Agreement, each share of Series E Preferred Stock automatically converted into one share
of Series F Preferred Stock (the Series F Preferred Stock, and together with the Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, the Preferred Stock).
The conversion price at which the Series F Preferred Stock
converts into Common Stock is initially equal to
$2.22 per share, subject to certain capitalization and other
customary adjustments.
Each share of Preferred Stock is convertible into one share of the Issuers Common Stock.
The Series B Preferred Stock pays an annual cumulative dividend of 4% of the original issue price
(payable, at the option of the holders, in additional shares of Preferred Stock rather than cash).
The Preferred Stock has a non-participating preferred liquidation right equal to the original issue
price plus accrued unpaid dividends, with the liquidation rights of (i) the Series F Preferred
Stock being senior to those of the Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock, (ii) the Series B Preferred Stock being senior to those of the Series C Preferred
Stock and the Series D Preferred Stock and (iii) the Series C Preferred Stock being senior to those
of the Series D Preferred Stock. As of April 15, 2009, no shares of Series E Preferred Stock were
outstanding or authorized for issuance under the Issuers articles of incorporation. Subject to
the senior accumulating dividend rights of the Series B Preferred Stock, the Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock and Series F Preferred Stock have pari
passu dividend rights.
The Preferred Stock is redeemable by the Issuer, after five (5) years from the original issuance of
the respective shares of Preferred Stock, at the original issue price plus accrued unpaid
dividends, if the market value of the Common Stock is at least three (3) times the then effective
conversion price for a specified period. The Issuer is required to redeem the Preferred Stock in
certain events described therein, including default on debt, significant adverse judgments in
litigation, bankruptcy, or a Change in Control (as defined in Section 4(D) of the Certificate of
Designation pertaining to the Series B Preferred Stock). So long at least 325,000 shares of the
Issuers Series B Preferred Stock remain outstanding, the holders of Series B Preferred Stock are
entitled to vote as a class to elect two (2) members of the Issuers Board of Directors.
Pursuant to the 2003 Stock Purchase Agreement, the Issuer issued to the Trident Entities 5-year
warrants, which have now expired, to purchase an aggregate of 451,226 shares of the Issuers Common
Stock at an exercise price of $3.17 per share for an aggregate purchase price of $56,403. Pursuant
to the 2005 Stock Purchase Agreement, the Issuer issued to the Trident Entities 5-year warrants,
which exercise period was subsequently extended an additional two years, to purchase an aggregate
of 375,000 shares of the Issuers Common Stock at an exercise price of $3.94 per share for an
aggregate purchase price of $46,875. Pursuant to the 2007 Stock Purchase Agreement, the Issuer
issued to the Trident Entities 5-year warrants, which exercise period was subsequently extended an
additional two years, to purchase an aggregate of 469,974 shares of the Issuers Common Stock at an
exercise price of $3.83 per share for an aggregate purchase price of $58,747. Pursuant to the 2009
Stock Purchase Agreement, the Issuer issued to the Trident Entities 7-year warrants to purchase an
aggregate of 304,054 shares of the Issuers Common Stock at an exercise price of $2.22 per share
for an aggregate purchase price of $38,007. These warrants permit cashless exercise.
The Trident Entities have been advised by the Issuer that the Issuer will use the cash proceeds
from the sale of the Series E Shares and the related warrants for working capital and general
corporate purposes.
Ancillary agreements include (a) indemnification agreements for the Trident Entities and their
representatives on the Board (see below), (b) a voting agreement between the Trident Entities and
each of John Deere Special Technologies Group, Inc. and William P. Flies (each a major
shareholder), which includes a right of first refusal, (c) an investor rights agreement between the
Issuer and the Trident Entities and (d) an exchange agreement between the Issuer and the parties
identified therein.
10
Under the terms of the voting agreement, if the Trident Entities are no longer able to elect two
(2) members of the Issuers Board of Directors as provided in the Certificate of Designation, so
long as the Trident Entities hold at least 800,000 common stock equivalents, the parties to the
voting agreement agree to vote all shares of capital stock held by them for the election of
designees of the Trident Entities as follows: (a) if the authorized size of the Issuers Board of
Directors is at least eight members, then the Trident Entities may designate two persons for the
election of directors; and (b) if the authorized size of the Issuers Board of Directors is seven
or fewer members, then the Trident Entities may designate one person for the election of directors
and all parties agree to vote for a second member who is nominated by the Trident entities,
acceptable to a majority of the remaining members of the Board of Directors, an industry
representative, and not affiliated with the Issuer. The voting agreement also provides that the
Issuer will not take any action to increase the authorized number of shares of Series B Preferred
Stock or Series C Preferred Stock without the written consent of holders of at least 60% of the
Series B Preferred Stock or Series C Preferred Stock, as applicable. Additionally, subject to
certain limitations, the voting agreement provides that the Issuer will use its best efforts to
cause its Board of Directors to appoint at least one of the Trident Entities designees to Board of
Directors to each of the committees of the Board of Directors.
Under the investor rights agreement, the Trident Entities have a right of first refusal on certain
issuances of stock of the Issuer, certain rights to financial information, and certain inspection
rights. The Issuer has also agreed that it will not, without first obtaining the approval of
holders of a majority in interest of the shares held by the Trident Entities, (a) enter into
transactions with the Issuers affiliates except upon terms that are at least as favorable to the
Issuer as could be obtained in a transaction with unaffiliated or disinterested parties; (b) create
or issue any class or series of stock or other securities convertible into equity securities having
any right, preference or privilege senior to or on a parity with any series of preferred stock then
held by the Trident Entities, except for shares of Series F Preferred Stock issuable pursuant to
the Exchange Agreement; (c) adversely change the rights of, or increase the authorized number of
shares of, the Preferred Stock; (d) enter into any bankruptcy filing, liquidation, assignment for
the benefit of creditors, or similar event; (e) redeem, repurchase, pay or declare dividends or
make any distribution on capital stock other than the Preferred Stock; or (f) subject to certain
limitations and exceptions, issue or sell, or be deemed to have issued or sold, Common Stock for an
effective price less than the fair market value of the Common Stock, unless at the time of the
action the Trident Entities and their affiliates hold less than a requisite number of shares of the
Issuers capital stock. The Issuer also has agreed to limit, in certain circumstances, the terms of
registration rights granted after the date of the 2005 Stock Purchase Agreement. The Issuer further
agreed to consult, in good faith, with the Trident Entities on matters relating to termination or
selection of the Issuers president or chief executive officer and to maintain director and officer
liability insurance in an amount not less than $3,000,000, unless the Trident Entities consent to a
lower amount.
Pursuant to the terms of the Exchange Agreement, on April 14, 2009, the Issuer held a special
meeting of its shareholders, at which meeting its shareholders approved an amendment to its
articles of amendment to, among other things, authorize the Series F Preferred Stock, which has a
liquidation preference senior to the Issuers existing series of preferred stock. On April 15,
2009, pursuant to the terms of the Exchange Agreement, the Issuer issued to the purchasers of
Series E Preferred Stock one share of newly issued Series F Preferred Stock in exchange for each
share of Series E Preferred Stock then held by such purchasers.
In addition, pursuant to the 2003 Stock Purchase Agreement and 2005 Stock Purchase Agreement, the
Issuer filed Registration Statements on Form S-3 to register the resale, from time to time, of the
Common Stock to be issued pursuant to conversion of the Series B Preferred Stock and Series C
Preferred Stock and exercise of the warrants issued pursuant to the 2003 Stock Purchase Agreement
and 2005 Stock Purchase Agreement, and a reasonable estimate of any Common Stock to be issued as
dividends on the Series B Preferred Stock. Pursuant to the 2007 Stock Purchase Agreement, the
Issuer has agreed to file a Registration Statement on Form S-3 to register the resale, from time to
time, of the Common Stock to be issued pursuant to conversion of the Series D Preferred Stock and
exercise of the warrants issued pursuant to the 2007 Stock Purchase Agreement. Pursuant to the 2009
Stock Purchase Agreement, the Issuer has agreed to file a Registration Statement on Form S-3 to
register the resale, from time to time, of the Common Stock to be issued pursuant to conversion of
the Series F Preferred Stock and exercise of the warrants issued pursuant to the 2009 Stock
Purchase Agreement.
Pursuant to the terms of the 2003 Stock Purchase Agreement, Trident has currently named one
representative, Christopher P. Marshall, to the Issuers Board of Directors, and retains the right
to appoint a second representative.
11
|
|
|
Item 7.
|
|
Material to Be Filed as Exhibits.
|
Item 7 is hereby amended and supplemented by the addition of the following exhibits:
|
|
|
Exhibit
|
|
Description
|
A
|
|
Agreement regarding filing of joint Schedule 13D/A.
|
3.1
|
|
Articles of Amendment of Second Restated Articles of Incorporation*
|
3.2
|
|
Certificate of Designation for Series F Preferred Stock*
|
3.3
|
|
Certificate of Cancellation for Series E Preferred Stock*
|
|
|
|
*
|
|
To be filed as an exhibit to the Issuers Current Report on Form 8-K, relating the
transactions described herein, to be filed with the Securities and Exchange Commission on or
about April 21, 2009, and incorporated herein by reference.
|
12
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.
Date: April 16, 2009
|
|
|
|
|
|
Trident Capital Fund-V, L.P.
Trident Capital Fund-V Affiliates Fund, L.P.
Trident Capital Fund-V Affiliates Fund (Q), L.P.
Trident Capital Fund-V Principals Fund, L.P.
Executed on behalf of the foregoing funds by the
undersigned as an authorized signatory of Trident
Capital Management-V, L.L.C., which serves as the
sole general partner of each such fund, and on
behalf of Trident Capital Management-V, L.L.C.:
|
|
|
/s/ Donald R. Dixon
|
|
|
Signature
|
|
|
|
Donald R. Dixon, Managing Director
Name/Title
|
|
|
|
Trident Capital Parallel Fund-V, C.V.
Executed on behalf of Trident Capital Parallel
Fund-V, C.V. by the undersigned as an authorized
signatory of Trident Capital Management-V, L.L.C.,
which serves as its sole investment partner:
|
|
|
/s/ Donald R. Dixon
|
|
|
Signature
|
|
|
|
Donald R. Dixon, Managing Director
Name/Title
|
|
|
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
EXHIBIT A
Joint Filing Statement
We, the undersigned, hereby express our agreement that the attached Schedule 13D/A (and any
amendments thereto) relating to the Common Stock of XATA Corporation is filed on behalf of each of
the undersigned.
Date: April 16, 2009
|
|
|
|
|
|
Trident Capital Fund-V, L.P.
Trident Capital Fund-V Affiliates Fund, L.P.
Trident Capital Fund-V Affiliates Fund (Q), L.P.
Trident Capital Fund-V Principals Fund, L.P.
Executed on behalf of the foregoing funds by the
undersigned as an authorized signatory of Trident
Capital Management-V, L.L.C., which serves as the
sole general partner of each such fund, and on
behalf of Trident Capital Management-V, L.L.C.:
|
|
|
/s/ Donald R. Dixon
|
|
|
Signature
|
|
|
|
Donald R. Dixon, Managing Director
Name/Title
|
|
|
|
Trident Capital Parallel Fund-V, C.V.
Executed on behalf of Trident Capital Parallel
Fund-V, C.V. by the undersigned as an authorized
signatory of Trident Capital Management-V, L.L.C.,
which serves as its sole investment partner:
|
|
|
/s/ Donald R. Dixon
|
|
|
Signature
|
|
|
|
Donald R. Dixon, Managing Director
Name/Title
|
|
|
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