| 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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
EGAIN COMMUNICATIONS CORP [ EGAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/24/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Commn Stock(1) | 09/24/2008 | J | 895,429 | A | $0.95(1) | 5,047,178 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Common Stock Purchase Warrants(2)(3) | $0.95 | 09/24/2008 | J | 198,546 | (4) | 09/24/2011 | Common Stock | 198,546 | (2) | 198,546 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On September 24, 2008, the Issuer entered into a Conversion Agreement (the "Agreement") with Ashutosh Roy, Oak Hill Capital Partners, L.P., Oak Hill Capital Management Partners, L.P. and FW Investors V, L.P. (collectively, the "Lenders"). The Lenders previously loaned the Issuer an aggregate of $8,500,000 and received promissory notes with a maturity date of March 31, 2009 (the "Prior Notes"). Pursuant to the Agreement, the Issuer and the Lenders agreed to (i) convert a portion of the outstanding indebtedness under the Prior Notes equal to $6,535,977 into shares of the Issuer's common stock at a price per share equal to $0.95 (the "Note Conversion"). and (ii) extend the maturity date of the remaining outstanding indebtedness accrued under the Prior Notes to March 31, 2012, as well as the period for which interest shall accrue on the Prior Notes (the "Note Extension"). |
| 2. Pursuant to the Agreement and subject to the terms and conditions contained therein, the Lenders received warrants to purchase an aggregate of 1,525,515 shares of the Issuer's common stock at a price per share equal to $0.95 as consideration for the Note Extension (the "Warrants"). Oak Hill Capital Management Partners, L.P. received 5,091 Warrants from the Issuer in connection with the Note Extension. See footnote (1) above. |
| 3. Common Stock Purchase Warrants (right to buy) previously reported herein have expired and are no longer exercisable. |
| 4. Immediately. |
| Remarks: |
| (a) The Reporting Persons may be deemed to be a member of a Section 13(d) "group" that owns more than 10% of the outstanding common stock of the Issuer. However, the Reporting Persons disclaim such group membership and this report shall not be deemed an admission that any Reporting Person is a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding common stock for purposes of Section 16 or for any other purpose. (b) OHCP MGP, LLC ("OHCP MGP") is the general partner of OHCP GenPar, L.P. ("OHCP GenPar"), which is the general partner of Oak Hill Capital Management Partners, L.P. ("Oak Hill"), beneficial owner of the securities reported herein. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of OHCP MGP and OHCP GenPar may be deemed to be the beneficial owner of the securities beneficially owned by Oak Hill only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of Oak Hill. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that OHCP MGP or OHCP GenPar is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Oak Hill in excess of such amount. |
| OAK HILL CAPITAL PARTNERS, L.P. By: OHCP GenPar, L.P., general partner, By: OHCP MGP, LLC, general partner, By: /s/ Kevin G. Levy, Vice President | 09/26/2008 | |
| OHCP GENPAR, LP. By: OHCP MGP, LLC, By; /s/ Kevin G. Levy, Vice President | 09/26/2008 | |
| OHCP MGP LLC, By: /s/ Kevin G. Levy, Vice President | 09/26/2008 | |
| ** 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. | ||