-----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, UyexkhS7Lm+lTBlpvrccxEnaci7YYTliPFuEevDRrBkOjEag8eef8Rmo9e0RgHkI 65xJg5MysKjkmpXkWU8Heg== 0001193125-04-217653.txt : 20041221 0001193125-04-217653.hdr.sgml : 20041221 20041221172421 ACCESSION NUMBER: 0001193125-04-217653 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041221 DATE AS OF CHANGE: 20041221 GROUP MEMBERS: THEODORE H. KRUTTSCHNITT, III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NIKU CORP CENTRAL INDEX KEY: 0001076641 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770473454 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60867 FILM NUMBER: 041218321 BUSINESS ADDRESS: STREET 1: 305 MAIN ST CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6502984600 MAIL ADDRESS: STREET 1: 305 MAIN STREET CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIMAR REALTY CORP 30 CENTRAL INDEX KEY: 0001205900 IRS NUMBER: 943267505 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 1730 SO EL CAMINO REAL STREET 2: STE 400 CITY: SAN MATEO STATE: CA ZIP: 94402 FORMER COMPANY: FORMER CONFORMED NAME: LIMAR REALTY CORP DATE OF NAME CHANGE: 20021114 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G/A Schedule 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

Niku Corporation

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

 

654113109

                                (CUSIP Number of Class of Securities)                                

 

 

Edward J. Wes

Perkins Coie LLP

101 Jefferson Drive

Menlo Park, California 94025-1114

(650) 838-4300

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

 

 

December 17, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

x Rule 13d-1(c)

 

¨ Rule 13d-1(d)

 

*   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).

 

(Continued on following pages)

 

(Page 1 of 9 Pages)

SCHEDULE 13G/A

(Amendment No. 2)

 

CUSIP No. 654113109

 

  1  

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

            Limar Realty Corp. #30

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x  Joint Filing

    
  3  

SEC Use Only

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  5    Sole Voting Power

 

                318,200 (1)

  6    Shared Voting Power

 

                -0-

  7    Sole Dispositive Power

 

                318,200 (1)

  8    Shared Dispositive Power

 

                -0-

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            318,200 (1)

    
10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

   ¨
11  

Percent of Class Represented by Amount in Row (9)

 

            2.2% (1)

    
12  

Type of Reporting Person

 

            CO

    

 

(1) Calculated based on 14,355,084 shares of Niku Corporation’s Common Stock outstanding as of December 17, 2004, as reported in its Prospectus Supplement filed with the Securities and Exchange Commission on December 17, 2004 pursuant to Rule 424(b)(4). Such number of shares gives effect to Niku Corporation’s sale of 1,608,778 shares of Common Stock pursuant to such Prospectus Supplement, but assumes no exercise of the underwriters’ over-allotment option.

 

Page 2 of 9

SCHEDULE 13G/A

(Amendment No. 2)

 

CUSIP No. 654113109

 

  1  

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

            Theodore H. Kruttschnitt, III

    
  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x  Joint Filing

    
  3  

SEC Use Only

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            United States

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  5    Sole Voting Power

 

                318,200 (1)

  6    Shared Voting Power

 

                -0-

  7    Sole Dispositive Power

 

                318,200 (1)

  8    Shared Dispositive Power

 

                -0-

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            318,200 (1)

    
10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  

¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

            2.2% (1)

   
12  

Type of Reporting Person

 

            IN

    

 

(1) Calculated based on 14,355,084 shares of Niku Corporation’s Common Stock outstanding as of December 17, 2004, as reported in its Prospectus Supplement filed with the Securities and Exchange Commission on December 17, 2004 pursuant to Rule 424(b)(4). Such number of shares gives effect to Niku Corporation’s sale of 1,608,778 shares of Common Stock pursuant to such Prospectus Supplement, but assumes no exercise of the underwriters’ over-allotment option.

 

Page 3 of 9

Item 1.

  

(a)

   

Name of Issuer:

 

Niku Corporation

          
   

(b)

   

Address of Issuer’s Principal Executive Offices:

 

305 Main Street

 

Redwood City, CA 94063

          

Item 2.

  

(a)

   

NAME OF PERSONS FILING:

 

Reference is made to Row 1 of each of the cover pages of this Schedule, which Rows are incorporated by reference herein.

          
   

(b)

   

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

The address of each reporting person is 411 Borel Avenue, Suite 616, San Mateo, California 94402.

          
   

(c)

   

CITIZENSHIP:

 

Reference is made to Row 4 of each of the cover pages of this Schedule, which Rows are incorporated by reference herein.

          
   

(d)

   

TITLE OF ISSUER’S CLASS OF SECURITIES:

 

Common Stock, $0.0001 par value per share

          
   

(e)

   

ISSUER’S CUSIP NUMBER:

 

654113109

          

Item 3.

   If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:     
    (a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
    (b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
    (c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
    (d)    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
    (e)    ¨    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
    (f)    ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
    (g)    ¨    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
    (h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
    (i)    ¨    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
    (j)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not Applicable

 

Page 4 of 9

Item 4.   

Ownership

 

Reference is made to Rows 5-9 and 11 of each of the cover pages of this Schedule 13G/A, which Rows are incorporated by reference herein. According to Niku Corporation’s Prospectus Supplement filed with the Securities and Exchange Commission on December 17, 2004 pursuant to Rule 424(b)(4), after giving effect to Niku Corporation’s sale of 1,608,778 shares of Common Stock pursuant to such Prospectus Supplement (but assuming no exercise of the underwriters’ over-allotment option), 14,355,084 shares of Niku Corporation’s Common Stock were outstanding as of December 17, 2004. As of the date of filing of this Schedule 13G/A, the following reporting persons hold directly the following number of shares of Niku Corporation’s Common Stock:

 

REPORTING PERSON

    DIRECT HOLDINGS OF
COMMON STOCK
Limar Realty Corp. #30    318,200 (2)
Theodore H. Kruttschnitt, III    0 (2)
    
Total    318,200

 

     Each of the reporting persons may be deemed a member of a group that shares voting and dispositive power over all of the above securities. Although the reporting persons are reporting such securities as if they were members of a group, the filing of this Schedule 13G/A shall not be construed as an admission by any reporting person that such person is a beneficial owner of any securities other than those directly held by such person.

 

(2) Limar Realty Corp. #30 is the “direct” beneficial owner of 318,200 shares of Niku Corporation’s Common Stock. Mr. Kruttschnitt is the “indirect” beneficial owner of 318,200 shares of Niku Corporation’s Common Stock pursuant to Mr. Kruttschnitt’s position as a controlling stockholder of Limar Realty Corp. #30.

 

Page 5 of 9

Item 5.

   

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

     

Item 6.

   

Ownership of More Than Five Percent on Behalf of Another Person

 

Not applicable.

          

Item 7.

   

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

 

Not applicable.

Item 8.

   

Identification and Classification of Members of the Group

 

Not applicable.

          

Item 9.

   

Notice of Dissolution of Group

 

Not applicable.

          

Item 10.

   

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

          

 

Page 6 of 9

SIGNATURE

 

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

 

Date: December 21, 2004

   

/s/    THEODORE H. KRUTTSCHNITT, III

     Theodore H. Kruttschnitt, III

 

Page 7 of 9

SIGNATURE

 

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

 

Date: December 21, 2004   LIMAR REALTY CORP. #30
   

By:

 

  

/s/    THEODORE H. KRUTTSCHNITT, III

        Theodore H. Kruttschnitt, III, President

 

Page 8 of 9

EXHIBIT A

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Schedule 13G/A to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of shares of Niku Corporation’s Common Stock, $0.0001 par value per share, is being filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Date: December 21, 2004

  

/s/    THEODORE H. KRUTTSCHNITT, III

   

Theodore H. Kruttschnitt, III

Date: December 21, 2004

   LIMAR REALTY CORP. #30
   

By:

 

  

/s/    THEODORE H. KRUTTSCHNITT, III

        Theodore H. Kruttschnitt, III, President

 

Page 9 of 9

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