Captaris Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
March 31 2008 - 2:10PM
Edgar (US Regulatory)
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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. 5)*
(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, 19th 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.
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.
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.
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
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. 5 (this Amendment No. 5) 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, Amendment No. 3 to Schedule 13D
filed by the Reporting Persons on March 18, 2008 and Amendment No. 4 to
Schedule 13D filed by the Reporting Persons on March 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. 5 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 28, 2008, VCC issued a press release
announcing that its proposal to acquire the Company for $4.75 per share in
cash had expired, and that should VCC make an offer for the Company in the
future, the price and other terms of any such offer would reflect future
market conditions, the Companys future performance and prospects as well as
the additional time, expense and risk faced by VCC. The announcement was communicated on March
28, 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 7 and incorporated herein by
reference. The VCC press release is
attached hereto as Exhibit 8 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 7 and Exhibit 8.
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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:
7 Letter
from Vector Capital Corporation to the Board of Directors of Captaris, Inc.,
dated March 28, 2008.
8 Press
Release, dated March 28, 2008.
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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 31,
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.,
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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.,
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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. (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. (Incorporated by reference to Exhibit 5 to the
Reporting Persons Amendment No. 4 to Schedule 13D filed with the
Securities and Exchange Commission on March 25, 2008).
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6
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Press Release, dated
March 25, 2008. (Incorporated by reference to Exhibit 6 to the
Reporting Persons Amendment No. 4 to Schedule 13D filed with the
Securities and Exchange Commission on March 25, 2008).
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7
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Letter from Vector
Capital Corporation to the Board of Directors of Captaris, Inc., dated
March 28, 2008.
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8
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Press Release, dated
March 28, 2008.
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8