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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. 3)*
(Name of Issuer)
Common
Stock, $0.01 par value per share
(Title of Class of
Securities)
(CUSIP Number)
Vector Capital III, L.P.
Vector Entrepreneur Fund III, L.P.
Vector Capital Partners III, L.L.C.
Alexander R. Slusky
c/o Vector Capital Corporation
456 Montgomery Street, 19
th
Floor
San Francisco, CA 94104
Telephone: (415) 293-5000
Attn: Alexander R. Slusky
with a copy to:
Michael J. Kennedy/Steve L. Camahort
OMelveny & Myers LLP
275 Battery Street, Suite 2600
San Francisco, CA 94111
Telephone: (415) 984-8700
(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 §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this
cover page shall be filled out for a reporting 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 (the 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).
CUSIP No.
14071N104
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1.
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Names of Reporting
Persons
Vector Capital III, L.P.
I.R.S. Identification Nos. of above persons
(entities only): 87-0729513
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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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o
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(b)
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o
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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)
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)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
2,582,361 shares of Common Stock
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
2,582,361 shares of Common Stock
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,582,361
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
9.802%(1)
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14.
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Type of Reporting Person
(See Instructions)
PN
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(1) Based on
26,345,044 shares of the issuer outstanding on February 29, 2008 per the Form 10-K
filed by the issuer on March 17, 2008.
2
CUSIP No.
14071N104
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1.
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Names of Reporting
Persons
Vector Entrepreneur Fund III, L.P.
I.R.S. Identification Nos. of above persons
(entities only): 71-1004492
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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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o
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(b)
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o
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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)
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)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
107,599 shares of Common Stock
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
107,599 shares of Common Stock
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
107,599 shares of Common Stock
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
0.408%(2)
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14.
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Type of Reporting Person
(See Instructions)
PN
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(2) Based on 26,345,044 shares of the
issuer outstanding on February 29, 2008 per the Form 10-K filed by
the issuer on March 17, 2008.
3
CUSIP No.
14071N104
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1.
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Names of Reporting
Persons
Vector Capital Partners III, L.L.C.
I.R.S. Identification Nos. of above persons
(entities only): 20-2659379
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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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o
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(b)
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o
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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)
AF
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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)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
2,689,960 shares of Common Stock
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
2,689,960 shares of Common Stock
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,689,960 shares of Common Stock
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
10.210%(3)
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14.
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Type of Reporting Person
(See Instructions)
OO
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(3) Based
on 26,345,044 shares of the issuer outstanding on February 29, 2008 per
the Form 10-K filed by the issuer on March 17, 2008.
4
CUSIP No.
14071N104
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1.
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Names of Reporting
Persons
Alexander R. Slusky
I.R.S. Identification Nos. of above persons
(entities only): Not applicable
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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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o
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(b)
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o
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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)
AF
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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)
o
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
2,689,960 shares of Common Stock
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
2,689,960 shares of Common Stock
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,689,960 shares of Common Stock
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
10.210%(4)
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14.
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Type of Reporting Person
(See Instructions)
IN
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(4) Based
on 26,345,044 shares of the issuer outstanding on February 29, 2008 per
the Form 10-K filed by the issuer on March 17, 2008.
5
This Amendment No. 3 (this Amendment No. 3) to the Schedule
13D filed with the Securities and Exchange Commission on behalf of Vector
Capital III, L.P., a Delaware limited partnership (VC III), Vector
Entrepreneur Fund III, L.P., a Delaware limited partnership (Entrepreneur
Fund), Vector Capital Partners III, L.L.C., a Delaware limited liability
company (VCP III and, together with VC III and Entrepreneur Fund, Vector)
and Alexander R. Slusky, an individual (Mr. Slusky and, together with
Vector, the Reporting Persons) on August 20, 2007, as amended by
Amendment No. 1 to Schedule 13D filed by the Reporting Persons on September 13,
2007 and Amendment No. 2 to Schedule 13D filed by the Reporting Persons on
January 25, 2008 (together, the Schedule 13D) is being filed pursuant to
Rule 13d-2 of the Securities Exchange Act, as amended, on behalf of the
Reporting Persons to amend certain information
previously reported by the
Reporting Persons in the Schedule 13D by adding the information set forth below
to the items indicated. Unless otherwise
stated herein, all capitalized terms used in this Amendment No. 3 have the
same meanings as those set forth in the Schedule 13D.
Item 4.
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Purpose of Transaction
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Item 4 is hereby amended and supplemented to add the
following:
On March 17, 2008, the Company issued a press
release announcing its intent to evaluate its strategic alternatives to
enhance shareholder value. In
response, on March 17, 2008, VCC issued a press release announcing its
proposal to acquire the Company for $4.75 per share in cash. The proposal was communicated on March 17,
2008 in a letter from VCC to the Companys Board of Directors. The letter from VCC to the Companys Board
of Directors is attached hereto as Exhibit 3 and incorporated herein by
reference. The VCC press release
announcing the proposal is attached hereto as Exhibit 4 and incorporated
herein by reference. The descriptions
of the letter from VCC to the Companys Board of Directors and the VCC press
release are qualified in their entirety by reference to Exhibit 3 and Exhibit 4.
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Item 7.
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Material to be Filed as Exhibits
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Item 7 is hereby amended and supplemented to add the
following:
3 Letter
from Vector Capital Corporation to the Board of Directors of Captaris, Inc.,
dated March 17, 2008.
4 Press
Release, dated March 17, 2008.
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6
SIGNATURE
After reasonable inquiry
and to the best of each of the undersigneds knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 18,
2008
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VECTOR CAPITAL III, L.P.
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By: Vector Capital
Partners III, L.L.C., its General Partner
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By:
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/s/ Alexander R. Slusky
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Name: Alexander R.
Slusky
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Title: Managing Member
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VECTOR ENTREPRENEUR FUND III, L.P.
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By: Vector Capital
Partners III, L.L.C., its General Partner
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By:
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/s/ Alexander R. Slusky
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Name: Alexander R.
Slusky
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Title: Managing Member
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VECTOR CAPITAL PARTNERS III, L.L.C.
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By:
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/s/ Alexander R. Slusky
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Name: Alexander R.
Slusky
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Title: Managing Member
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ALEXANDER R. SLUSKY
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/s/ Alexander R. Slusky
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Alexander R. Slusky
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7
INDEX TO
EXHIBITS
Exhibit
Number
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Document
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1
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Joint Filing Agreement
dated August 20, 2007, by and among Vector Capital III, L.P., Vector
Entrepreneur Fund III, L.P., Vector Capital Partners III, L.L.C. and
Alexander R. Slusky. (Incorporated by reference to Exhibit 1 to the
Reporting Persons Schedule 13D filed with the Securities and Exchange
Commission on August 20, 2007).
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2
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Confidentiality/Non-Disclosure
Agreement by and between Vector Capital Corporation and Captaris, Inc.,
dated September 12, 2007. (Incorporated by reference to Exhibit 2 to
the Reporting Persons Amendment No. 1 to Schedule 13D filed with the
Securities and Exchange Commission on September 13, 2007).
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3
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Letter from Vector
Capital Corporation to the Board of Directors of Captaris, Inc., dated
March 17, 2008.
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4
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Press Release, dated
March 17, 2008.
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8