-----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, AIUgoTEAVVFSvZv0t//RoZKLNR7kvLlw4ChrAmJKSomNjD1Tmc4wUBeaXEKy78NI 1lfjc35J+a5qU7KUCGPKTA== 0000919574-07-001899.txt : 20070326 0000919574-07-001899.hdr.sgml : 20070326 20070326152059 ACCESSION NUMBER: 0000919574-07-001899 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070326 DATE AS OF CHANGE: 20070326 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDGAR ONLINE INC CENTRAL INDEX KEY: 0001080224 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061447017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57861 FILM NUMBER: 07717937 BUSINESS ADDRESS: STREET 1: 50 WASHINGTON ST CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038525666 MAIL ADDRESS: STREET 1: 50 WASHINGTON ST CITY: NORWALK STATE: CT ZIP: 06854 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REGAN PARTNERS LP CENTRAL INDEX KEY: 0000943552 IRS NUMBER: 000000000 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6 EAST 43RD ST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124469500 MAIL ADDRESS: STREET 1: 6 EAST 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 d755383a_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3) EDGAR Online, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 279765101 - -------------------------------------------------------------------------------- (CUSIP Number) Basil P. Regan c/o Regan Partners, L.P. 32 East 57th Street, 20th Floor NY, NY 10022 Telephone (212) 317-1640 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 23, 2007 - -------------------------------------------------------------------------------- (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 []. CUSIP No. 279765101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Basil P. Regan 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF and WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 502,652 8. SHARED VOTING POWER 1,692,300 9. SOLE DISPOSITIVE POWER 502,652 10. SHARED DISPOSITIVE POWER 1,692,300 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,194,952 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.52% 14. TYPE OF REPORTING PERSON IN CUSIP No. 279765101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Regan Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,692,300 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,692,300 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,692,300 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.57% 14. TYPE OF REPORTING PERSON PN CUSIP No. 279765101 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is EDGAR Online, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's offices is 50 Washington Street, Norwalk, CT 06854-2710. This schedule relates to the Issuer's Common Stock, $.01 Par Value (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c,f) This Schedule 13D is being filed by Basil Regan and Regan Partners, L.P. (the "Partnership" and together with Basil Regan the "Reporting Persons"). The Reporting Persons' principal business address is located at 32 East 57th Street, 20th Floor, New York, New York 10022. Mr. Regan serves as the General Partner of the Partnership. Basil Regan is a United States citizen. (d) The Reporting Persons have not during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, Basil Regan may be deemed to beneficially own 2,194,952 shares, and the Partnership may be deemed to beneficially own 1,692,300 shares. The source of funds used to purchase the securities reported herein was Basil Regan's personal funds and the Partnership's working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Shares held by the Reporting Persons were originally acquired for investment purposes by the Reporting Persons on behalf of Basil Regan's personal trading accounts, the Partnership's account and the account of Regan International Fund Limited. The acquisitions of the Shares were made in the ordinary course of the Reporting Person's business or investment activities, as the case may be. On February 13, 2007, the Reporting Persons filed an amendment to their original 13D filed on November 9, 2006 and attached a letter, dated February 13, 2007 (the "Letter"), sent from Regan Partners, L.P. ("Regan Partners") to the Board of Directors of the Issuer. The letter is attached as Exhibit C to this 13D Amendment for reference. The Letter stated that Regan Partners intended to call upon the Issuer to (i) replace senior management; (ii) dismiss two current directors and appoint three independent directors selected by Regan Partners to the Board of Directors; (iii) provide Regan Partners with a complete list of shareholders; and (iv) schedule a meeting with Regan Partners and the independent directors of the Board of Directors to discuss implementation of said changes. On February 16, the Issuer announced that it would, among other things, nominate two additional independent individuals for election at the Issuer's 2007 annual meeting and that the current chairman of the Board of Directors and the current director would not be nominated for re-election. (The Release is attached as Exhibit D to this 13D Amendment for reference). The Issuer also announced that it had retained an executive search firm to assist it in filling the position of President. On March 12, 2007, the Reporting Persons filed Amendment No. 2 to this Schedule 13D which stated that the Reporting Persons were considering to file a proxy statement on Schedule 14A with the Securities and Exchange Commission, which would nominate new directors to stand for election to the Board of Directors. At this point, the Reporting Persons have determined not to proceed with such filing in light of ongoing discussions between the Reporting Persons and the Issuer concerning the potential appointment of Mr. Basil Regan, or his designee, for director, as well as two other individuals who would serve as independent directors of the Issuer. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposal with respect to any of the foregoing. Any future decision of the Reporting Persons to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. As of the date hereof, Basil Regan may be deemed to be the beneficial owner of 2,194,942 Shares, or 8.52% of the shares of the Issuer, based on 25,756,782 Shares outstanding as of November 14, 2006, as reported on the Issuer's most recent Form 10-Q. Basil Regan has the sole power to vote or direct the vote of 502,652 Shares to which this filing relates. Basil Regan shares the power to vote or direct the vote of 1,692,300 Shares to which this filing relates. Basil Regan has the sole power to dispose or direct the disposition of 502,652 shares to which this filing relates. Basil Regan shares the power to dispose or direct the disposition of 1,692,300 shares to which this filing relates. The Partnership has the sole power to vote or direct the vote of 0 Shares to which this filing relates. The Partnership shares the power to vote or direct the vote of 1,692,300 Shares to which this filing relates. The Partnership has the sole power to dispose or direct the disposition of 0 shares to which this filing relates. The Partnership shares the power to dispose or direct the disposition of 1,692,300 shares to which this filing relates. The trading dates, number of shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Schedule B and were all effected in broker transactions. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Agreement between Reporting Persons to file jointly; Exhibit B: Schedule of Transactions in the Shares of the Issuer; Exhibit C: The Letter, dated February 13, 2007 (incorporated herein by reference to Amendment #1 of the Reporting Persons' 13D for EDGAR Online, Inc. filed February 13, 2007); and Exhibit D: The Release, dated February 16, 2007 (incorporated herein by reference to Exhibit 99.1 to EDGAR Online, Inc.'s Form 8-K, filed February 16, 2007) 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. March 23, 2007 ------------------------------- (Date) REGAN PARTNERS, L.P.* By: /s/ Basil P. Regan --------------------------- Basil P. Regan, General Partner /s/ Basil Regan* ------------------------------- Name: Basil Regan Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). * The Reporting Persons hereby disclaim beneficial ownership over the shares reported on this Form 13D except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13D Amendment No. 3, dated March 23, 2007 relating to the Common Stock, par value $.01 per share, of EDGAR Online Inc. shall be filed on behalf of the undersigned. /s/ Basil P. Regan --------------------------------- Basil P. Regan REGAN PARTNERS, L.P. By: /s/ Basil P. Regan --------------------------------- Basil P. Regan, General Partner Exhibit B Transactions in the Shares Date of Transaction Number of Shares Purchase/(SOLD) Price of Shares - ------------------- -------------------------------- --------------- Regan Partners, L.P. 2/28/07 50,000 3.3971 Transactions in other accounts over which Basil Regan may be deemed to beneficially own. SK 01394 0003 755383 -----END PRIVACY-ENHANCED MESSAGE-----