-----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, R2idjTIHIBw5F1yTWXF/XgVcJk7K/txAqZwRp7FnlyHHNUNwmKTkLfGry+M5Nvkp kC9pmixXYcqdKl6GiyoNrg== 0000935836-02-000412.txt : 20021112 0000935836-02-000412.hdr.sgml : 20021111 20021112113924 ACCESSION NUMBER: 0000935836-02-000412 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021112 GROUP MEMBERS: CROSSLINK OMEGA III HOLDINGS, L.L.C. GROUP MEMBERS: CROSSOVER FUND III MANAGEMENT, L.L.C. GROUP MEMBERS: CROSSOVER INVESTMENT MANAGEMENT, L.L.C. GROUP MEMBERS: DANIEL JOHN DUNN GROUP MEMBERS: MICHAEL J. STARK GROUP MEMBERS: SEYMOUR FRANKLYN KAUFMAN GROUP MEMBERS: THOMAS EDWARD BLISKA GROUP MEMBERS: VLADIMIR S. JACIMOVIC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIRAGE LOGIC CORP CENTRAL INDEX KEY: 0001050776 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770416232 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60203 FILM NUMBER: 02816042 BUSINESS ADDRESS: STREET 1: 46501 LANDING PARKWAY CITY: FREEMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5103608000 MAIL ADDRESS: STREET 1: 46501 LANDING PARKWAY CITY: FREEMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CROSSLINK CAPITAL INC CENTRAL INDEX KEY: 0001104329 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 555 CALIFORNIA STREET STREET 2: SUITE 2350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156933355 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET STREET 2: SUITE 2350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 virl13da.htm

SEC 1746
(2-98)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)

Virage Logic Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92763R104

(CUSIP Number)

Ellyn Roberts, Esq.

Shartsis, Friese & Ginsburg LLP

One Maritime Plaza

San Francisco, California 94111

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

November 4, 2002

(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 sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting 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 the disclosures provided in a prior cover page.

The information required in 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).

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Crosslink Capital, Inc.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _X___
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power -0-

8. Shared Voting Power 1,571,941

9. Sole Dispositive Power -0-

10. Shared Dispositive Power 1,571,941

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,571,941

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 7.5%

14. Type of Reporting Person (See Instructions) IA

 

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Crossover Fund III Management, L.L.C.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _X___
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power -0-

8. Shared Voting Power 1,130,551

9. Sole Dispositive Power -0-

10. Shared Dispositive Power 1,130,551

11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,130,551

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 5.4%

14. Type of Reporting Person (See Instructions) IA

 

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Crosslink Omega III Holdings, L.L.C.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _X___
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power -0-

8. Shared Voting Power 416,390

9. Sole Dispositive Power -0-

10. Shared Dispositive Power 416,390

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person 416,390

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 2.0%

14. Type of Reporting Person (See Instructions) OO

 

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Crossover Investment Management, L.L.C.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _X___
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power -0-

8. Shared Voting Power 25,000

9. Sole Dispositive Power -0-

10. Shared Dispositive Power 25,000

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,000

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 0.1%

14. Type of Reporting Person (See Instructions) IA

 

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Michael J. Stark

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _X___
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) NA (Shares over which Mr. Stark has sole voting and

dispositive power are represented by currently exercisable options granted to him as a director of the issuer or were distributed to him by an investment fund in a distribution to all of the fund's limited partners for no consideration.)

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization U.S.A.

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power 47,904

8. Shared Voting Power 1,571,941

9. Sole Dispositive Power 47,904

10. Shared Dispositive Power 1,571,941

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,619,845

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 7.8%

14. Type of Reporting Person (See Instructions) IN, HC

 

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Seymour Franklyn Kaufman

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _X___
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) NA (Shares over which Mr. Kaufman has sole

voting and dispositive power were distributed to him by an investment fund in a distribution to all of the fund's limited partners for no consideration)

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization U.S.A.

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power 4,586

8. Shared Voting Power 1,571,941

9. Sole Dispositive Power 4,586

10. Shared Dispositive Power 1,571,941

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,576,527

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 7.6%

14. Type of Reporting Person (See Instructions) IN, HC

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Daniel John Dunn

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _X___
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) NA (Shares over which Mr. Dunn has sole

voting and dispositive power were distributed to him by an investment fund in a distribution to all of the fund's limited partners for no consideration)

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization U.S.A.

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power 658

8. Shared Voting Power 1,571,941

9. Sole Dispositive Power 658

10. Shared Dispositive Power 1,571,941

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,572,599

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 7.5%

14. Type of Reporting Person (See Instructions) IN, HC

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Vladimir S. Jacimovic

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _X___
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) NA (Shares over which Mr. Jacimovic has sole

voting and dispositive power were distributed to him by an investment fund in a distribution to all of the fund's limited partners for no consideration)

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization U.S.A.

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power 416

8. Shared Voting Power 1,571,941

9. Sole Dispositive Power 416

10. Shared Dispositive Power 1,571,941

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,572,357

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 7.5%

14. Type of Reporting Person (See Instructions) IN, HC

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Thomas Edward Bliska

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _X___
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) NA (Shares over which Mr. Bliska has sole

voting and dispositive power were distributed to him by an investment fund in a distribution to all of the fund's limited partners for no consideration)

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization U.S.A.

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power 842

8. Shared Voting Power 1,571,941

9. Sole Dispositive Power 842

10. Shared Dispositive Power 1,571,941

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,572,783

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 7.5%

14. Type of Reporting Person (See Instructions) IN, HC

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Crosslink Crossover Fund III, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ______
(b) ___X__

3. SEC Use Only

4. Source of Funds (See Instructions) WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power -0-

8. Shared Voting Power 1,078,208

9. Sole Dispositive Power -0-

10. Shared Dispositive Power 1,078,208

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,078,208

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 5.2%

14. Type of Reporting Person (See Instructions) PN

 

Item 1. Security and Issuer

This statement relates to shares of Common Stock (the "Stock") of Virage Logic Corporation (the "Issuer"). The principal executive office of the Issuer is located at 47100 Bayside Parkway, Fremont, CA 94538.

Item 2. Identity and Background

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:

(a) Crosslink, Capital, Inc. ("Crosslink"), Crossover Fund III Management, L.L.C. ("Crossover III Management"), Crosslink Omega III Holdings, L.L.C. ("Omega III Holdings"), Crossover Investment Management, L.L.C. ("Crossover Investment Management"), Michael J. Stark, Seymour F. Kaufman, Daniel John Dunn, Vladimir S. Jacimovic, Thomas Edward Bliska and Crosslink Crossover Fund III, L.P. ("Crossover III") (collectively, the "Filers").

(b) The business address of the Filers is:


Two Embarcadero Center, Suite 2200, San Francisco, CA 94111.

(c) Present principal occupation or employment or the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted:


Crosslink is the investment adviser to investment funds of which Crossover III Management, Crossover Investment Management or Omega III Holdings, each an affiliate of Crosslink, is the general partner, manager or holder of Class B Units. Mr. Stark and Mr. Kaufman are control persons of Crosslink. Mr. Stark, Mr. Kaufman, Mr. Dunn, Mr. Jacimovic and Mr. Bliska are control persons of Crossover III Management and Crossover Investment Management. Mr. Stark, Mr. Kaufman and Mr. Jacimovic are control persons of Omega III Holdings. Mr. Stark is a director of the Issuer.

(d) During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Filers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

 

 

Item 3. Source and Amount of Funds or Other Consideration

The source and amount of funds used in purchasing the Stock were as follows:

Purchaser

Source of Funds

Amount

 

 

 

Crosslink

AF(1)

$7,149,049

Crossover III Management

AF(1)

$5,243,517

Omega III Holdings

AF(1)

$1,582,282

Crossover Investment Management

AF(1)

$323,250

Crossover III

WC

$4,659,369

 

 

 

(1) Purchases were made by investment funds to which Crosslink is the investment adviser and to which Crossover III Management, Omega III Holdings or Crossover Investment Management is the general partner, manager or holder of Class B Units. The amount shown for Crosslink includes Crossover III Management, Omega III Holdings and Crossover Investment Management. The amount shown for Crossover III Management includes Crossover III.

Item 4. Purpose of Transaction

None of the Filers has any present plans or intentions to acquire or dispose of any securities of the Issuer other than on behalf of advisory clients of Crosslink, Crossover III Management or Crossover Investment Management for the purpose of investment. Other than as described herein, none of the Filers has any present plans or proposals which relate to, or would result in, any of the transactions or events described in Item 4 of Schedule 13D. Michael J. Stark is a member of the board of directors of the Issuer. As such, Mr. Stark constitutes and votes on, and may discuss with other members of such board or holders of Stock, matters that may come or have come before the board. Mr. Stark reserves all rights of a member of the board of directors.

Crosslink, Crossover III Management or Crossover Investment Management may decide to purchase at any time or times on behalf of its advisory clients additional shares of Stock or other securities of the Issuer. Crosslink, Crossover III Management or Crossover Investment Management may at any time or times cause its advisory clients to dispose of any or all securities of the Issuer in any lawful manner. Advisory clients of Crosslink, Crossover III Management or Crossover Investment Management reserve all of their rights as stockholders of the Issuer and may exercise those rights in any manner that they or Crosslink, Crossover III Management or Crossover Investment Management consider to be in the interests of such clients.

Item 5. Interest in Securities of the Issuer

The beneficial ownership of the Stock by each Filer at the date hereof is reflected on that Filer's cover page.

The Filers effected the following transactions in the Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Stock by the Filers since 60 days before the data on the cover page:

 


Name

Purchase
or Sale


Date

Number of
Shares

Price Per
Share

 

 

 

 

 

Crossover III

See Note 1

11/01/02

208,195

See Note 1

Crossover III

Sale

11/04/02

150,000

$12.63

Mr. Bliska

Sale

11/04/02

1,000

$12.56

Mr. Stark

Sale

11/04/02

3,050

$12.56

Mr. Kaufman

Sale

11/04/02

3,800

$12.56

Crossover III

Sale

11/05/02

25,000

$12.02

Crossover III

Sale

11/06/02

71,500

$12.68

Crossover III

Sale

11/07/02

8,000

$13.00

Crossover III

Sale

11/08/02

10,000

$12.84

1 These securities were distributed without consideration to the limited partners of Crossover III.

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

Crosslink is the investment adviser to investment funds pursuant to an investment management agreement for each fund that provides to Crosslink the authority, among other things, to invest the funds of such investment funds in the Stock, to vote and dispose of the Stock and to file this statement on behalf of such investment funds. Pursuant to an Agreement of Limited Partnership, Crossover III Management is entitled to allocations based on realized and unrealized gains of Crossover III. Crossover III Management, Omega III Holdings and Crossover Investment Management are entitled to allocations based on realized and unrealized gains of investment funds of which they are the general partner, manager or holder of Class B Units.

Item 7. Material to Be Filed as Exhibits

Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G previously filed.

SIGNATURES

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

Dated: November 11, 2002

Crosslink Capital, Inc.

By: Michael J. Stark, President

Crosslink Crossover Fund III, L.P.

By: Crossover Fund III Management, L.L.C.
General Partner

Michael J. Stark, President

Crossover Fund III Management, L.L.C.

By: Michael J. Stark, Managing Director

Crosslink Omega III Holdings, L.L.C.

By: Michael J. Stark, Manager

Crossover Investment Management, L.L.C.

By: Michael J. Stark, Manager

 

Michael J. Stark

Seymour F. Kaufman

Thomas Edward Bliska

Daniel John Dunn

Vladimir S. Jacimovic

 

 

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