| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Lawson Holdings, Inc. [ LWSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/25/2006 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 617,500 | I | See Footnote(1) | |||||||
| Common Stock | 04/25/2006 | A | 24,446,941 | A | (2)(3) | 25,064,441 | I | See Footnote(1) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Put/Call Agreement(4) | $6.49(5) | 04/25/2006 | 07/31/2006 | Common Stock | 587,918(6) | 587,918(6) | I | See Footnote(7) | |||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The reported securities are owned directly by Symphony Technology II-A L.P. ("Symphony"). Symphony Technology II GP LLC ("Symphony GP") controls the voting and disposition of the reported securities through the account of Symphony, of which Symphony GP is the sole general partner. Dr. Romesh Wadhwani is the Managing Director of Symphony GP and either has sole authority and discretion to manage and conduct the affairs of Symphony GP or has veto power over the management and conduct of Symphony GP. By reason of these relationships, Dr. Wadhwani may be deemed to share the powers of voting and disposition of the reported securities. Each of the reporting persons described above disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein. |
| 2. In connection with the merger of Intentia International AB ("Intentia") with and into Lawson Software, Inc. ("Lawson") (the "Merger"), Symphony received 24,446,941 shares of Lawson common stock in exchange for (a) 2,253,724 Series A shares of Intentia (the "Series A Shares") at an exchange rate of 0.5061 shares of Lawson common stock per Series A Share, (b) 40,595,776 Series B shares of Intentia (the "Series B Shares") at an exchange rate of 0.4519 shares of Lawson common stock per Series B Share and (c) warrants to purchase 23,000,000 Series B shares of Intentia at an exchange rate of 0.2157 shares of Lawson common stock per warrant. |
| 3. The Series B Shares are traded in Sweden on the Stockholm Stock Exchange under the symbol "INT B". The Series A Shares are not listed or quoted on any exchange. The closing price of the Series B Shares on the Stockholm Stock Exchange was SEK 25.5 on the trading day immediately preceding the effective date of the Merger. The closing price of Lawson's common stock was $7.54 per share on the effective date of the Merger |
| 4. Symphony is party to Put and Call Option Agreements, as amended (the "Put/Call Agreements"), entered into with Special Value Expansion Fund, LLC ("SVEF") and Special Value Opportunities Fund, LLC ("SVOF" and, together with SVEF, the "Tennenbaum Funds"), funds managed by Tennenbaum Capital Partners, LLC, pursuant to which Symphony has the right to require the Tennenbaum Funds to sell to Symphony (the "Call Option"), and the Tennenbaum Funds have the right to require Symphony to purchase from the Tennenbaum Funds (the "Put Option"), up to an aggregate of 1,161,664 Series A Shares (345,049 of which are held by SVEF and 816,615 of which are held by SVOF) (the "Option Shares"). |
| 5. The Put/Call Agreements provide that the exercise price of the Call Option or Put Option shall be $2.92 per Option Share, plus applicable interest as set forth the Put/Call Agreement; provided, however, that if the Tennenbaum Funds accept a public offer in exchange for the Option Shares, the exercise price shall be equal to the original exercise price per Option Share, including applicable interest, multiplied by the number of Option Shares held by the Tennenbaum Funds prior to the share exchange, divided by the number of shares received by the Tennenbaum Funds as consideration for the share exchange. In connection with the Merger and pursuant to this adjustment mechanism, the exercise price of the Put Option and Call Option was approximately $6.49 per share as of the effective date of the Merger. |
| 6. The Put/Call Agreement provides that, if the Tennenbaum Funds accept a public offer in exchange for the Option Shares, the Put/Call Agreement shall apply to the new shares of the acquiring company and the number of Option Shares shall be adjusted to equal the number of shares received by the Tennenbaum Funds as consideration for the Option Shares. In connection with the Merger, the Tennenbaum Funds received 587,918 shares of Lawson common stock in exchange for the 1,161,664 Series A Shares of Intentia held by the Tennenbaum Funds at an exchange rate of 0.5061 shares of Lawson common stock per Series A Share. |
| 7. Symphony is party to the Put/Call Agreement and is subject to the Call Option and Put Option. Symphony GP controls the voting and disposition of the reported securities through the account of Symphony, of which Symphony GP is the sole general partner. Dr. Romesh Wadhwani is the Managing Director of Symphony GP and either has sole authority and discretion to manage and conduct the affairs of Symphony GP or has veto power over the management and conduct of Symphony GP. By reason of these relationships, Dr. Wadhwani may be deemed to share the powers of voting and disposition of the reported securities. Each of the reporting persons described above disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein. |
| /s/ William Chisholm, Managing Member of Symphony Technology II GP, LLC | 04/27/2006 | |
| /s/ William Chisholm, Managing Member of Symphony Technology II GP, LLC, which is the General Partner of Symphony Technology II-A, L.P. | 04/27/2006 | |
| /s/ William Chisholm, for Romesh Wadhwani as attorney-in-fact | 04/27/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||