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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. 4)*
(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 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 person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
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.
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.
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.
This Amendment No. 4
(this Amendment No. 4) 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, Amendment No. 2 to
Schedule 13D filed by the Reporting Persons on January 25, 2008 and
Amendment No. 3 to Schedule 13D filed by the Reporting Persons on
March 18, 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. Purpose
of Transaction.
Item 4 is hereby amended
and supplemented to add the following:
On March 25, 2008,
VCC issued a press release announcing its disappointment with the Companys
inadequate response to its proposal to acquire the Company for $4.75 per share
in cash. The announcement was communicated on March 25, 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 5 and
incorporated herein by reference. The VCC press release is attached hereto as
Exhibit 6 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 5 and
Exhibit 6.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended
and supplemented to add the following:
5 Letter from Vector Capital Corporation to the Board of
Directors of Captaris, Inc., dated March 25, 2008.
6 Press Release, dated March 25, 2008.
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 26,
2008
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VECTOR CAPITAL III, L.P.
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By:
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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:
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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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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. (Incorporated by reference to Exhibit 3 to the
Reporting Persons Amendment No. 3 to Schedule 13D filed with the
Securities and Exchange Commission on March 18, 2008).
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4
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Press Release, dated
March 17, 2008. (Incorporated by reference to Exhibit 4 to the
Reporting Persons Amendment No. 3 to Schedule 13D filed with the
Securities and Exchange Commission on March 18, 2008).
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5
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Letter from Vector
Capital Corporation to the Board of Directors of Captaris, Inc., dated
March 25, 2008.
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6
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Press Release, dated
March 25, 2008.
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