SC 13D/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VOMVMpeSrOIKEFYtgq1KofaYZLkwV1katKouLr77VPPeujA3q91FvRe0aaMSScm2 /gdRaT06jdGx9h9ZzLDIUg== 0000950123-09-006594.txt : 20090415 0000950123-09-006594.hdr.sgml : 20090415 20090415151207 ACCESSION NUMBER: 0000950123-09-006594 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090415 DATE AS OF CHANGE: 20090415 GROUP MEMBERS: ARCADIA CAPITAL ADVISORS, LLC GROUP MEMBERS: ARCADIA OPPORTUNITY MASTER FUND, LTD. GROUP MEMBERS: EMPIRE CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: EMPIRE GP, L.L.C. GROUP MEMBERS: JAMES H. DENNEDY GROUP MEMBERS: PETER J. RICHARDS GROUP MEMBERS: RICHARD S. ROFE GROUP MEMBERS: SCOTT A. FINE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENTRUST INC CENTRAL INDEX KEY: 0001031283 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 621670648 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55217 FILM NUMBER: 09750889 BUSINESS ADDRESS: STREET 1: 4975 PRESTON PARK BLVD STREET 2: ONE PRESTON PARK SOUTH CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: 9729437300 MAIL ADDRESS: STREET 1: 4975 PRESTON PARK BLVD STREET 2: ONE PRESTON PARK SOUTH CITY: PLANO STATE: TX ZIP: 75093 FORMER COMPANY: FORMER CONFORMED NAME: ENTRUST TECHNOLOGIES INC DATE OF NAME CHANGE: 19980619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001170998 IRS NUMBER: 133888076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O EMPIRE G P LLC STREET 2: 1GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2034541019 MAIL ADDRESS: STREET 1: C/O EMPIRE GP LLC STREET 2: 1GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 SC 13D/A 1 y76150sc13dza.htm SC 13D/A SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4 )

ENTRUST, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

293848107

(CUSIP Number)

J. Markham Penrod, IACCP^SM
Chief Compliance Officer
Empire Capital Management, LLC
One Gorham Island, Suite 201
Westport, CT 06880 USA
(203) 454-1019

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 13, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box þ.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the following pages)


CUSIP No.		293848107


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Empire Capital Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS *

	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,698,041

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		10	SHARED DISPOSITIVE POWER

			4,698,041

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,844,321

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.3%

14	TYPE OF REPORTING PERSON *

	PN


CUSIP No.		293848107


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Empire GP, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GRO *
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS *

	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,698,041

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		10	SHARED DISPOSITIVE POWER

			4,698,041

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,844,321

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.3%

14	TYPE OF REPORTING PERSON *

	OO


CUSIP No.		293848107


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Empire Capital Management, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS *

	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,552,659

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		10	SHARED DISPOSITIVE POWER

			6,552,659

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,844,321

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES *

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.3%

14	TYPE OF REPORTING PERSON *

	OO


CUSIP No.		293848107


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Scott A. Fine


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS *

	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,250,700

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		10	SHARED DISPOSITIVE POWER

			11,250,700

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,844,321

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.3%

14	TYPE OF REPORTING PERSON *

	IN


CUSIP No.		293848107


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Peter J. Richards


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS *

	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,250,700

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		10	SHARED DISPOSITIVE POWER

			11,250,700

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,844,321

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.3%

14	TYPE OF REPORTING PERSON *

	IN


CUSIP No.		293848107


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Arcadia Opportunity Master Fund, Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS *

	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			563,621

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		10	SHARED DISPOSITIVE POWER

			563,621

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,844,321

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.3%

14	TYPE OF REPORTING PERSON *

	PN


CUSIP No.		293848107


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Arcadia Capital Advisors, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS *

	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			563,621

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		10	SHARED DISPOSITIVE POWER

			563,621

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,844,321

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.3%

14	TYPE OF REPORTING PERSON *

	OO


CUSIP No.		293848107


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James H. Dennedy


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS *

	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			30,000

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			563,621

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			30,000

WITH		10	SHARED DISPOSITIVE POWER

			563,621

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,844,321

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.3%

14	TYPE OF REPORTING PERSON *

	IN


CUSIP No.		293848107


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard Rofé


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS *

	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			563,621

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		10	SHARED DISPOSITIVE POWER

			563,621

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,844,321

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.3%

14	TYPE OF REPORTING PERSON *

	IN

Item 1. Security and Issuer

The name of the issuer is ENTRUST, INC. (the “Company”). The Company’s principal executive offices are located at 4975 Preston Park Blvd., One Preston Park South, Plano, TX, 75093. This Schedule 13D relates to the Company’s common stock, par value $0.01 (the “Common Stock”).

Item 2. Identity and Background

Empire Capital Partners, L.P.

	(a)		Empire Capital Partners, L.P.

	(b)		1 Gorham Island, Suite 201, Westport, CT 06880.

	(c)		Empire Capital Partners, L.P. (“Empire Capital”) is a Delaware limited partnership which operates as a private investment partnership. Empire Capital is filing with respect to the shares of Common Stock directly owned by it.

	(d)		Empire Capital, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

	(e)		Empire Capital, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Empire Capital being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Empire GP, L.L.C.

	(a)		Empire GP, L.L.C.

	(b)		1 Gorham Island, Suite 201, Westport, CT 06880.

	(c)		Empire GP, L.L.C., (“Empire GP”) is a limited liability company organized under the laws of the State of Delaware and serves as the general partner of the Empire Capital and in such capacity has responsibility for the management of the Empire Capital. Empire GP is filing with respect to shares of Common Stock directly owned by Empire Capital.

	(d)		Empire GP, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

	(e)		Empire GP, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Empire GP being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Empire Capital Management, L.L.C.

	(a)		Empire Capital Management, L.L.C.

	(b)		1 Gorham Island, Suite 201, Westport, CT 06880.

	(c)		Empire Capital Management, L.L.C., a Delaware limited liability company (“Empire Management”), provides investment management and administrative services to Empire Capital, Empire Capital Partners, LTD (the “Empire Overseas Fund”), Empire Capital Partners Enhanced Master Fund, LTD (the “Enhanced Fund”), Charter Oak Partners, L.P. (“Charter Oak”), Charter Oak Partners II, L.P. (“Charter

			Oak II”) and Charter Oak Master Fund, LP. (“Charter Oak Master” and together, the “Charter Oak Funds”). Empire Management is filing with respect to the shares of Common Stock directly owned by the Empire Overseas Fund and the Charter Oak Funds.

	(d)		Empire Management, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

	(e)		Empire Management, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Empire Management being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Scott A. Fine

	(a)		Scott A. Fine

	(b)		1 Gorham Island, Suite 201, Westport, CT 06880.

	(c)		Mr. Fine, together with Mr. Richards, as Members, direct the operations of Empire GP and Empire Management. Mr. Fine is primarily engaged in the business of securities investing. He conducts his investment activities from the address listed in (b) above. Mr. Fine is filing with respect to the shares of Common Stock directly owned by Empire Capital, the Empire Overseas Fund, the Enhanced Fund and the Charter Oak Funds. Neither Mr. Fine nor Mr. Richards directly own any shares of Common Stock.

	(d)		Mr. Fine, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

	(e)		Mr. Fine, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Fine being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

	(f)		United States citizen.

Mr. Peter J. Richards

	(a)		Peter J. Richards

	(b)		1 Gorham Island, Suite 201, Westport, CT 06880.

	(c)		Mr. Richards, together with Mr. Fine, as Members, direct the operations of Empire GP and Empire Management. Mr. Richards is primarily engaged in the business of securities investing. He conducts his investment activities from the address listed in (b) above. Mr. Richards is filing with respect to the shares of Common Stock directly owned by Empire Capital, the Empire Overseas Fund, the Enhanced Fund and the Charter Oak Funds. Neither Mr. Fine nor Mr. Richards directly own any shares of Common Stock.

	(d)		Mr. Richards, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

	(e)		Mr. Richards, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Richards being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

	(f)		United States citizen.

Arcadia Opportunity Master Fund, Ltd

	(a)		Arcadia Opportunity Master Fund, Ltd

	(b)		175 Great Neck Rd, Suite 406, Great Neck, NY 11021

	(c)		Arcadia Opportunity Master Fund, Ltd (“Arcadia Fund”) is a Cayman Islands exempted company incorporated with limited liability which operates as a pooled investment fund. Arcadia Fund is filing with respect to the Shares of Common Stock directly owned by it.

	(d)		Arcadia Fund, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

	(e)		Arcadia Fund, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Arcadia Fund being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Arcadia Capital Advisors, LLC

	(a)		Arcadia Capital Advisors, LLC

	(b)		175 Great Neck Rd, Suite 406, Great Neck, NY 11021

	(c)		Arcadia Capital Advisors, LLC (“Arcadia Advisors”) is a Delaware limited liability company which serves as the general partner of Arcadia Fund and in such capacity has responsibility for the management of Arcadia Fund. Arcadia Advisors is filing with respect to the shares of Common Stock directly owned by Arcadia Fund.

	(d)		Arcadia Advisors, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

	(e)		Arcadia Advisors, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Arcadia Advisors being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. James H. Dennedy

	(a)		James H. Dennedy

	(b)		175 Great Neck Rd, Suite 406, Great Neck, NY 11021

	(c)		Mr. Dennedy, together with Mr. Rofé, as a Members, direct the operations of Arcadia Advisors and Arcadia Fund. Mr. Dennedy is primarily engaged in the business of securities investing. He conducts his investment activities from the address listed in (b) above. Mr. Dennedy is filing with respect to the shares of Common Stock directly owned by Arcadia Fund and the restricted shares of Common Stock and the options to purchase Common Stock directly owned by him.

	(d)		Mr. Dennedy, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

	(e)		Mr. Dennedy, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Dennedy being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

	(f)		United States citizen.

Mr. Richard Rofé

	(a)		Richard Rofé

	(b)		175 Great Neck Rd, Suite 406, Great Neck, NY 11021

	(c)		Mr. Rofé, together with Mr. Dennedy, as a Members, direct the operations of Arcadia Advisors and Arcadia Fund. Mr. Rofé is primarily engaged in the business of securities investing. He conducts his investment activities from the address listed in (b) above. Mr. Rofé is filing with respect to the shares of Common Stock directly owned by Arcadia Fund. Mr. Rofé does not directly own any shares of Common Stock.

	(d)		Mr. Rofé, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

	(e)		Mr. Rofé, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Rofé being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

	(f)		United States citizen.

Empire Capital, Empire GP, Empire Management, Enhanced Fund, the Charter Oak Funds, Mr. Richards and Mr. Fine are hereinafter sometimes collectively referred to as the “Empire Affiliated Shareholders.” Arcadia Fund, Arcadia Advisors, Mr. Dennedy and Mr. Rofé are sometimes hereinafter referred to as the “Arcadia Affiliated Shareholders.” The Empire Affiliated Shareholders and the Arcadia Affiliated Shareholders are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 3. Source and Amount of Funds or Other Considerations.

The aggregate purchase price of the 11,250,700 shares purchased by Empire Capital, the Empire Overseas Fund, the Enhanced Fund and the Charter Oak Funds, collectively, was $30,225,185 (including commissions). The source of funding for the purchase of these shares of Common Stock was the general working capital of the respective purchasers.

The aggregate purchase price of the 563,521 shares purchased by Arcadia Fund, was $719,174.82 (including commissions). The source of funding for the purchase of these shares of Common Stock was the general working capital of Arcadia Fund.

The 10,000 Shares of restricted Common Stock and the 20,000 options to purchase shares of Common Stock owned by Mr. Dennedy were granted to him by the Company and have no purchase price. These restricted shares and options to purchase shares will vest on June 13, 2009.

The shares are held by the Reporting Persons in margin accounts. Such margin accounts may from time to time have debit balances. Since other securities are held in such margin accounts, it is not possible to determine the amounts, if any, of margin used with respect to the purchase of the shares.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the shares of Common Stock for the purpose of obtaining a significant equity position in the Company and considered the Common Stock to be an attractive investment at the price levels at which it acquired the shares of Common Stock.

The Reporting Persons’ primary interest is to maximize the value of their investment. To this end, the Reporting Persons intend continually to review the Company’s business affairs and financial position and future prospects, as well as conditions in the securities markets and general economic and industrial conditions. Based on such evaluation and review and other factors (including, without limitation, the attitude of the Board of Directors and management of the Company), the Reporting Persons will continue to consider various alternative courses of action and will in the future take such actions with respect to its investment in the Company as it deems appropriate

in light of the circumstances existing from time to time. Such actions may include seeking additional representation on the Board of Directors of the Company, making recommendations to members of management concerning various business strategies, other strategic partnerships, dividend policies and other matters, seeking to acquire control of the Company through a merger, proxy solicitation, tender offer, exchange offer or otherwise, or such other actions as the Reporting Persons may deem appropriate. Such actions may involve the purchase of additional Common Stock or, alternatively, may involve the sale of all or a portion of the Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions to one or more purchasers.

Since November 2008, Empire Capital has had observation rights for meetings of the board of directors of the Company. Mr. Dennedy, a principal of Arcadia, has been on the board of the Company since June 2008. The Company regularly briefed Empire Capital on the status of their discussions and recent adoption of the merger agreement between the Company and an affiliate of Thoma Bravo, LLC, which was publicly announced earlier today. The Reporting Persons believe that this transaction is in the best interest of all of the Company’s shareholders. Consequently, Empire Capital, Empire Management, Arcadia Advisors and Arcadia Fund have entered into Voting Agreements with the acquiror, agreeing to vote all shares of Common Stock beneficially owned by them in favor of the proposed merger. The Voting Agreements are attached hereto as Exhibits 2 and 3.

Empire Capital has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Empire GP. Empire GP does not directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act”), Empire GP may be deemed to own beneficially the shares owned by Empire Capital.

The Empire Overseas Fund, the Enhanced Fund and the Charter Oak Funds have the power to dispose of and the power to vote the shares of Common Stock beneficially owned by them, which power may be exercised by their investment manager, Empire Management. Empire Management does not directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, Empire Management may be deemed to own beneficially the shares owned by the Empire Overseas Fund, the Enhanced Fund and the Charter Oak Funds.

Messrs. Fine and Richards, as Members, direct the operations of Empire GP and Empire Management. Neither Mr. Fine nor Mr. Richards directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by Empire Capital, the Empire Overseas Fund, the Enhanced Fund and the Charter Oak Funds. Each of Mr. Fine and Mr. Richards disclaim beneficial ownership of the shares of Common Stock reflected in this filing, except to the extent of his respective pecuniary interest in such securities pursuant to Section 13 of the Act.

Arcadia Fund has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Arcadia Advisors. Arcadia Advisors does not directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act”), Arcadia Advisors may be deemed to own beneficially the shares owned by Arcadia Fund.

Messrs. Dennedy and Rofé, as Members, direct the operations of Arcadia Advisors. Mr. Rofé does not directly own any shares of Common Stock, and Mr. Dennedy owns unvested shares of restricted Common Stock and options to purchase shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, Messrs. Dennedy and Rofé may be deemed to beneficially own the shares beneficially owned by Arcadia Fund. Each of Mr. Dennedy and Mr. Rofé disclaim beneficial ownership of the shares of Common Stock directly owned by Arcadia Fund, except to the extent of his respective pecuniary interest in such securities pursuant to Section 13 of the Act.

Except as set forth above, the Reporting Persons do not have any plans or proposals which relate to or would result in:

(a)		The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

(b)		An extraordinary corporation 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 of any of its subsidiaries;

(d)		Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)		Any material change in the present capitalization or dividend policy of the issuer;

(f)		Any other material change in the issuer’s business or corporate structure;

(g)		Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

(h)		Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)		Causing a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)		Any action similar to any of those enumerated above.

Item 5. Interest in Securities of Issuer.

According to its Form 10-K filed with the Securities and Exchange Commission on March 11, 2009, as of December 31, 2008, the Company had 61,352,090 shares of its Common Stock outstanding. The Reporting Persons have the following interests in the Common Stock:

Empire Capital Partners, L.P.

(a)		See page 2, nos. 11 and 13.

(b)		See page 2, nos. 7-10.

(c)		See attached Exhibit 1 for all transactions effected in the Shares that have taken place in the past sixty days.

(d)		None.

(e)		Not Applicable.

Empire GP, L.L.C.

(a)		See page 3, nos. 11 and 13.

(b)		See page 3, nos. 7-10.

(c)		See attached Exhibit 1 for all transactions effected in the Shares that have taken place in the past sixty days.

(d)		None.

(e)		Not Applicable.

Empire Capital Management, L.L.C.

(a)		See page 4, nos. 11 and 13.

(b)		See page 4, nos. 7-10.

(c)		See attached Exhibit 1 for all transactions effected in the Shares that have taken place in the past sixty days.

(d)		None.

(e)		Not Applicable.

Mr. Scott A. Fine

(a)		See page 5, nos. 11 and 13.

(b)		See page 5, nos. 7-10.

(c)		See attached Exhibit 1 for all transactions effected in the Shares that have taken place in the past sixty days.

(d)		None.

(e)		Not Applicable.

Mr. Peter J. Richards

(a)		See page 6, nos. 11 and 13.

(b)		See page 6, nos. 7-10.

(c)		See attached Exhibit 1 for all transactions effected in the Shares that have taken place in the past sixty days.

(d)		None.

(e)		Not Applicable.

Arcadia Opportunity Master Fund, Ltd

(a)		See page 7, nos. 11 and 13.

(b)		See page 7, nos. 7-10.

(c)		See attached Exhibit 1 for all transactions effected in the Shares that have taken place in the past sixty days.

(d)		None.

(e)		Not Applicable.

Arcadia Capital Partners, LLC

(a)		See page 8, nos. 11 and 13.

(b)		See page 8, nos. 7-10.

(c)		See attached Exhibit 1 for all transactions effected in the Shares that have taken place in the past sixty days.

(d)		None.

(e)		Not Applicable.

Mr. James H. Dennedy

(a)		See page 9, nos. 11 and 13.

(b)		See page 9, nos. 7-10.

(c)		See attached Exhibit 1 for all transactions effected in the Shares that have taken place in the past sixty days.

(d)		None.

(e)		Not Applicable.

Mr. Richard Rofé

(a)		See page 10, nos. 11 and 13.

(b)		See page 10, nos. 7-10.

(c)		See attached Exhibit 1 for all transactions effected in the Shares that have taken place in the past sixty days.

(d)		None.

(e)		Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the Issuer.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Company.

Item 7. Material to be filed as Exhibits.

1.		Transactions of the Reporting Persons within the last 60 days.

2.		Voting Agreement by and between HAC Holding, Inc. and Empire Capital Partners, L.P.

3.		Voting Agreement by and between HAC Holding, Inc. and Arcadia Opportunity Master Fund, Ltd.

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: April 15, 2009



	By:	/s/ Scott A. Fine
		Scott A. Fine, individually, and a member of Empire GP, L.L.C.
		and Empire Capital Management, L.L.C.


	By:	/s/ Peter J. Richards
		Peter J. Richards, individually, and a member of Empire GP, L.L.C.
		and Empire Capital Management, L.L.C.


	By:	/s/ James H. Dennedy
		James H. Dennedy, individually, and as a member of Arcadia
		Capital Advisors, LLC


	By:	/s/ Richard Rofé
		Richard Rofé, individually, and as a member of Arcadia
		Capital Advisors, LLC

EX-99.1 2 y76150exv99w1.htm EX-99.1 EX-99.1

Exhibit 1

Transactions by the Reporting Persons within the last sixty days:

None.

EX-99.2 3 y76150exv99w2.htm EX-99.2 EX-99.2

Exhibit 2

VOTING AGREEMENT

This Voting Agreement (the “Agreement”) is made and entered into as of April 12, 2009, by and between HAC Holding, Inc., a Delaware corporation (“Newco”) and the undersigned shareholder (“Holder”) of Entrust, Inc., a Maryland corporation (the “Company”).

RECITALS

Pursuant to an Agreement and Plan of Merger, dated as of April 12, 2009 (the “Merger Agreement”) by and among Newco, HAC Acquisition Corporation, a Maryland corporation and wholly-owned subsidiary of Newco (“Merger Sub”), and the Company, Merger Sub is merging with and into the Company (the “Merger”) and the Company, as the surviving corporation of the Merger, will thereby become a wholly-owned subsidiary of Newco. Concurrently with the execution and delivery of the Merger Agreement and as a condition and inducement to Newco and Merger Sub to enter into the Merger Agreement, Newco has required that Holder enter into this Agreement. The Holder is the record and beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act) of such number of shares of the outstanding Common Stock, par value $0.01 per share, of the Company as is indicated beneath Holder’s signature on the last page of this Agreement (the “Shares”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Merger Agreement.

AGREEMENT

The parties agree as follows:

1. Agreement to Retain Shares.

(a) Transfer. (1) Except as contemplated by the Merger Agreement, and except as provided in Section 1(b) below, during the period beginning on the date hereof and ending on the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement) and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, sell, transfer, exchange or otherwise dispose of (including by merger, consolidation or other similar transaction) the Shares or any New Shares (as defined below), (2) Holder agrees not to, directly or indirectly, grant any proxies or powers of attorney, deposit any of such Holder’s Shares into a voting trust or enter into a voting agreement with respect to any of such Holder’s Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause (2), and (3) Holder agrees not to, directly or indirectly, take any action that would prevent or disable Holder from performing Holder’s obligations under this Agreement at any time prior to the earlier to occur of (i) the Effective Time and (ii) the Expiration Date. As used herein, the term “Expiration Date” shall mean the earlier to occur of (i) the date of termination of the Merger Agreement in accordance with the terms and provisions thereof and (ii) the date on which the Company’s Board of Directors withdraws or modifies in a manner adverse to Newco or Merger Sub its approval or recommendation of the Merger or the transactions contemplated thereby.

(b) Permitted Transfers. Section 1(a) shall not prohibit a transfer of Shares or New Shares by Holder (i) to any family member, trust for the benefit of any family member or charitable organization to which contributions are deductible for federal income tax, estate, or gift purposes so long as the assignee or transferee agrees to be bound by the terms of this Agreement and executes and delivers to the parties hereto a written consent memorializing such agreement and (ii) upon the vesting of restricted stock awards of Company Common Stock but only to the extent of such Holder’s income or other tax liability with respect to such vested restricted stock awards.

(c) New Shares. Holder agrees that any shares of the Company Common Stock that Holder purchases or with respect to which Holder otherwise acquires record or beneficial ownership after the date of this Agreement and prior to the earlier to occur of (i) the Effective Time and (ii) the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

(d) Stop Transfer. From and after the date of this Agreement through the term of this Agreement, Holder agrees not to request the Company to register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Holder’s Shares, except as permitted by, and in accordance with, Section 1(b).

2. Agreement to Vote Shares.

(a) Until the earlier to occur of the Effective Time and the Expiration Date, at every meeting of the shareholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or by proxy) and shall vote or consent the Shares and any New Shares (i) in favor of adoption of the Merger Agreement and the approval of the transactions contemplated thereby and (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination (other than the Merger) between the Company and any person or entity other than Newco, or any other action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of Holder under this Agreement or which is designed to delay, prevent or frustrate the Merger. This Agreement is intended to bind Holder as a shareholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 2, Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company. Prior to the termination of this Agreement, Holder covenants and agrees not to enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement.

(b) Holder further agrees that, until the termination of this Agreement, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (B) initiate a shareholders’ vote with respect to an Opposing Proposal or (C) become a member of a “group” (as such term is used in

Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For the purposes of this Agreement, an “Opposing Proposal” means any action or proposal described in clause (ii) of Section 2(a) above.

(c) Subject to the provisions set forth in Section 5 hereof and as security for Holder’s obligations under Section 2(a), Holder hereby irrevocably constitutes and appoints Newco and its or his designees as his attorney and proxy in accordance with the MGCL, with full power of substitution and resubstitution, to cause the Shares to be counted as present at the Company Shareholder Meeting, to vote his Shares at the Company Shareholder Meeting, however called, and to execute consents in respect of his Shares as and to the extent provided in Section 2(a). SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 5 HEREOF, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Upon the execution of this Agreement, Holder hereby revokes any and all prior proxies or powers of attorney given by Holder with respect to voting of the Shares on the matters referred to in Section 2(a) and agrees not to grant any subsequent proxies or powers of attorney with respect to the voting of the Shares on the matters referred to in Section 2(a) until after the Expiration Date. Holder understands and acknowledges that Newco is entering into the Merger Agreement in reliance upon the Holder’s execution and delivery of this Agreement and Holder’s granting of the proxy contained in this Section 2(c). Holder hereby affirms that the proxy granted in this Section 2(c) is given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of Holder under this Agreement. Newco acknowledges and agrees that Holder may vote the Shares on all other matters not referred to in Section 2(a), and the attorneys and proxies named above may not exercise the proxy with respect to such other matters.

3. Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to Newco that Holder (i) is the record and beneficial owner of the Shares, which, at the date of this Agreement and at all times up until the earlier to occur of (A) the Effective Time and (B) the Expiration Date, and will be free and clear of any liens, options, charges or other encumbrances, and (ii) does not own of record or beneficially any shares of capital stock of the Company other than the Shares (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law). Holder has the legal capacity, power and authority to enter into and perform all of Holder’s obligations under this Agreement (including under the proxy granted in Section 2(c) above). This Agreement (including the proxy granted in Section 2(c) above) has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

4. Additional Documents. Holder hereby covenants and agrees to execute and deliver any additional documents reasonably necessary to carry out the purpose and intent of this Agreement.

5. Termination. This Agreement and the proxy delivered in connection herewith shall terminate and shall have no further force and effect as of the earlier to occur of (i) the Expiration Date and (ii) the day following the date of the Company Shareholder Meeting,

including any adjournment or postponement thereof, without any notice or action by any Holder or any other person.

6. Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (i) Holder makes no agreement or understanding herein in any capacity other than in Holder’s capacity as a record holder and beneficial owner of the Shares, (ii) nothing in this Agreement shall be construed to limit or affect any action or inaction by Holder acting in his capacity as a director or fiduciary of the Company, and (iii) Holder shall have no liability to Newco, Merger Sub or any of their Affiliates under this Agreement as a result of any action or inaction by Holder acting in his capacity as a director or fiduciary of the Company.

7. Miscellaneous.

(a) Amendments and Waivers. Any term of this Agreement may be amended or waived with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 7(a) shall be binding upon the parties and their respective successors and assigns.

(b) Governing Law; Venue.

(i) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

(ii) Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this Section 7 or in such other manner as may be permitted by applicable law, and nothing in this Section 7 shall affect the right of any party to serve legal process in any other manner permitted by applicable law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive general jurisdiction of the State courts located within the State of Delaware (or, only if a State court located in the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or for recognition and enforcement of any judgment in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (d) agrees that any actions or proceedings arising in connection with this Agreement shall be brought, tried and determined only in the state courts of the State of Delaware (or, only if the Delaware Court of Chancery state courts of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (f) agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

(c) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

(d) Titles and Subtitles. The titles and subtitles set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.

(e) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received hereunder (i) four business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one business day after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service, or (iii) immediately upon delivery by hand or by facsimile (with a written or electronic confirmation of delivery), in each case at such party’s address or facsimile number as set forth below, or as subsequently modified by written notice.

(f) Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

(g) Specific Performance. Each of the parties hereto hereby agrees that irreparable damage would occur in the event that any provision of this Agreement were not performed by Holder in accordance with its specific terms or were otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the parties hereto acknowledge and hereby agree that in the event of any breach or threatened breach by Holder of any of its respective covenants or obligations set forth in this Agreement, Newco and Merger Sub shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of Holder under this Agreement

[SIGNATURE PAGE FOLLOWS]

The parties have caused this Voting Agreement to be duly executed on the date first above written.


		HAC HOLDING, INC.

		By:		/s/ Seth Boro
		Name:		Seth Boro
		Title:		Secretary

		Address:
		HAC Holding, Inc.
		c/o Thoma Bravo, LLC
		600 Montgomery Street, 32nd Floor
		San Francisco, CA 94111

		Attention: Scott Crabill and Seth Boro Facsimile No.: (415) 392-6480

Signature Page to Voting Agreement


		“HOLDER”

		EMPIRE CAPITAL

		/s/ Peter Richards

		Print Name:		Peter Richards Managing Partner

		Holder’s Address for Notice: Empire Capital Partners One Gorham Island, Suite 201 Westport, CT 06880

		Attention: Peter Richards Facsimile No.: 203-454-1539

SHARE OWNERSHIP ATTACHED

Signature Page to Voting Agreement

EMPIRE CAPITAL PARTNERS, L.P.

Shares owned of record:

Beneficially owned shares:

Class of Shares

Number

Class of Shares

Number

Common Stock

4,698,041

Common Stock

4,698,041

EMPIRE CAPITAL MANAGEMENT, L.L.C.

Shares owned of record:

Beneficially owned shares:

Class of Shares

Number

Class of Shares

Number

Common Stock

6,552,659

EX-99.3 4 y76150exv99w3.htm EX-99.3 EX-99.3

Exhibit 3

VOTING AGREEMENT

RECITALS

AGREEMENT

The parties agree as follows:

1. Agreement to Retain Shares.

2. Agreement to Vote Shares.

4. Additional Documents. Holder hereby covenants and agrees to execute and deliver any additional documents reasonably necessary to carry out the purpose and intent of this Agreement.

including any adjournment or postponement thereof, without any notice or action by any Holder or any other person.

7. Miscellaneous.

(b) Governing Law; Venue.

[SIGNATURE PAGE FOLLOWS]

The parties have caused this Voting Agreement to be duly executed on the date first above written.


		HAC HOLDING, INC.

		By:		/s/ Seth Boro
		Name:		Seth Boro
		Title:		Secretary

		Address: HAC Holding, Inc. c/o Thoma Bravo, LLC 600 Montgomery Street, 32nd Floor San Francisco, CA 94111

		Attention: Scott Crabill and Seth Boro Facsimile No.: (415) 392-6480

Signature Page to Voting Agreement


		“HOLDER”

		Arcadia Opportunity Master Fund, Ltd.

		/s/ James H. Dennedy

		Print Name: James H. Dennedy, Chief Investment Officer

		Holder’s Address for Notice: Arcadia Capital Advisors, LLC 175 Great Neck Road, Suite 406 Great Neck, NY 11021

		Attention: James H. Dennedy Facsimile No.: 516-466-7709

SHARE OWNERSHIP ATTACHED

Signature Page to Voting Agreement

Arcadia Opportunity Master Fund, Ltd.

Shares owned of record:

Beneficially owned shares:

Class of Shares

Number

Class of Shares

Number

Common Stock

563,621

Common Stock

563,621

-----END PRIVACY-ENHANCED MESSAGE-----