-----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, DOZJVmqnW/G7ihXxEvh6GAauuUScKbm+P1xR84Ad80zhvSEKw801iQv/yirtXPm9 49ebeJvHBMq7mRl661N59A== 0000927946-06-000104.txt : 20060626 0000927946-06-000104.hdr.sgml : 20060626 20060623195325 ACCESSION NUMBER: 0000927946-06-000104 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060626 DATE AS OF CHANGE: 20060623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brown Kyle E CENTRAL INDEX KEY: 0001354090 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 317-590-4246 MAIL ADDRESS: STREET 1: 3653 SOUTH U.S. 421 CITY: ZIONSVILLE STATE: IN ZIP: 46077 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERACTIVE INTELLIGENCE INC CENTRAL INDEX KEY: 0001083318 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 351933097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57885 FILM NUMBER: 06923146 BUSINESS ADDRESS: STREET 1: 7601 INTERACTIVE WAY CITY: INDIANAPOLIS STATE: IN ZIP: 46278 BUSINESS PHONE: 3178723000 MAIL ADDRESS: STREET 1: 7601 INTERACTIVE WAY CITY: INDIANAPOLIS STATE: IN ZIP: 46278 SC 13D/A 1 schedule13da.htm SCHEDULE 13D/A


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.  2 )*

OMB APPROVAL

OMB Number:

3235-0145

 

Expires:

February 28, 2009

 

Estimated average burden

 

 

Hours per response . . . . . . . 14.5

Interactive Intelligence, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

45839M 103
(CUSIP Number)

Stephen J. Hackman, Esq.
ICE MILLER LLP
One American Square, Suite 3100
Indianapolis, IN 46282-0200
(317) 236-3400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 21, 2006
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Rule 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 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).

 
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 control number.
  

CUSIP NO.: 45839M 103

1.            Name of Reporting Person. Kyle E. Brown

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

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

3.            SEC Use Only

 

4.            Source of Funds (See Instructions)

00

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

o

6.            Citizenship or Place of Organization

United States

7.            Sole Voting Power

0 (See Item 5)

8.            Shared Voting Power

0

9.            Sole Dispositive Power

3,396,529

10.         Shared Dispositive Power

0

11.         Aggregate Amount Beneficially Owned by Each Reporting Person

3,396,529

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

o

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

20.69%

14.         Type of Reporting Person (See Instructions)

IN

 

        This Amendment No. 2 to Schedule 13D relates to the disposition, as reflected in Item 5 below, of certain shares of the common stock of Interactive Intelligence, Inc. (the “Issuer”) by Ms. Kyle E. Brown, the acquisition of which was reported on the Schedule 13D filed on February 24, 2006, and which was previously amended by the Amendment No. 1 to Schedule 13D filed May 9, 2006.

Item 1.    Security and Issuer.

        This Amendment No. 2 to Schedule 13D is being filed with respect to 3,396,529 shares of the common stock of the Issuer whose principal executive offices are located at 7601 Interactive Way, Indianapolis, Indiana 46278.

Item 2.    Identity and Background.

        The person filing this report is Kyle E. Brown (the “Filing Person”) and her principal residence is 3653 South U.S. 421, Zionsville, Indiana 46077. The Filing Person is not currently employed or engaged in an occupation. In the last five years, the Filing Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has she been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she 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. The Filing Person is a citizen of the United States of America.

Item 3.    Source and Amount of Funds or Other Consideration.

        The Filing Person did not expend any funds in the acquisition of the shares of the Issuer’s common stock, but instead acquired the shares from her ex-husband pursuant to an Agreement of Property Settlement and for Child Custody and Support (the “Agreement”), which was approved by the Indiana State Superior Court in Boone County on February 14, 2005, in connection with the division of property in divorce proceedings.

Item 4.    Purpose of Transaction.

        The Filing Person acquired the right to acquire all of the shares of the Issuer’s common stock beneficially owned by the Filing Person on February 14, 2006, pursuant to the Agreement (which is described in further detail in response to Item 3 of this Schedule 13D). The Filing Person may dispose of the shares of the Issuer’s common stock as the market permits directly to one or more purchasers, to or through underwriters, brokers or dealers, through agents on a best-efforts basis or otherwise, or through a combination of such methods of sale, and the Filing Person may sell the shares in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices at the time of sale or at prices related to such prevailing prices, at varying prices determined at the time of sale, or at negotiated prices. The Filing Person may also transfer, devise or gift such common stock.

        The Filing Person does not currently have any plans to: (i) acquire any additional securities of the Issuer, (ii) cause any extraordinary corporate transaction, (iii) cause a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iv) cause a change in the present board of directors or management of the Issuer, (v) cause a change in the present capitalization or dividend policy of the Issuer, (vi) cause any other material change in the Issuer’s business or corporate structure; (vii) change the Issuer’s charter, bylaws or similar instruments in a way that would impede the acquisition of control of the Issuer by any person; (viii) cause a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) cause a class of the Issuer’s securities to become eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to the above.

Item 5.    Interest In Securities Of The Issuer.

        The Filing Person holds 3,396,529 shares of the Issuer’s common stock, or, based on the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006, 20.69% of the outstanding shares of common stock. The Filing Person has sole power to dispose or direct the disposition of the shares. Pursuant to Section 23-1-42 of the Indiana Code, these shares are deemed to be “control shares,” and are without any voting rights in the hands of the Filing Person, unless and until voting rights are approved by the shareholders of the Issuer. The Filing Person acquired the right to acquire all of the shares of the Issuer’s common stock beneficially owned by the Filing Person on February 14, 2006, pursuant to the Agreement (which is described in further detail in response to Item 3 of this Amendment No. 2 to Schedule 13D). Any subsequent purchaser of the Filing Person’s shares of the Issuer’s common stock will have voting power with respect to such shares, so long as the acquisition of the shares does not cause the purchaser to hold (in the aggregate with all other shares held by the purchaser) any of the following ranges of voting power in the election of directors: (1) one-fifth or more but less than one-third of all voting power; (2) one-third or more but less than a majority of all voting power; or (3) a majority or more of all voting power.

        On May 9, 2006, the Filing Person reported the sale of a combined total of 185,033 shares of Issuer common stock by filing Amendment No. 1 to Schedule 13D.

        The Filing Person has sold 335,173 shares of the Issuer’s common stock in transactions executed in the NASDAQ National Market since the most recent filing of a Schedule 13D or any amendment thereto. These sales occurred in the following transactions:

Date of Sale   Number of Shares   Price per Share
 
May 9, 2006       28,000   $ 10 .502
May 12, 2006    24,136   $ 10 .250
May 22, 2006    15,000   $ 10 .250
May 22, 2006    47,337   $ 10 .285
June 21, 2006    85,000   $ 12 .627
June 22, 2006    38,500   $ 12 .515
June 23, 2006    1200   $ 12 .020
June 23, 2006    100   $ 12 .040
June 23, 2006    500   $ 12 .050
June 23, 2006    400   $ 12 .060
June 23, 2006    100   $ 12 .070
June 23, 2006    100   $ 12 .100
June 23, 2006    200   $ 12 .110
June 23, 2006    50   $ 12 .140
June 23, 2006    1400   $ 12 .160
June 23, 2006    200   $ 12 .180
June 23, 2006    25   $ 12 .190
June 23, 2006    400   $ 12 .210
June 23, 2006    900   $ 12 .220
June 23, 2006    800   $ 12 .230
June 23, 2006    1200   $ 12 .250
June 23, 2006    350   $ 12 .280
June 23, 2006    500   $ 12 .290
June 23, 2006    575   $ 12 .300
June 23, 2006    200   $ 12 .310
June 23, 2006    800   $ 12 .350
June 23, 2006    1100   $ 12 .370
June 23, 2006    200   $ 12 .380
June 23, 2006    1200   $ 12 .400
June 23, 2006    500   $ 12 .410
Date of Sale   Number of Shares   Price per Share
       
June 23, 2006    300   $ 12 .430
June 23, 2006    500   $ 12 .440
June 23, 2006    100   $ 12 .450
June 23, 2006    499   $ 12 .470
June 23, 2006    300   $ 12 .480
June 23, 2006    300   $ 12 .490
June 23, 2006    2201   $ 12 .500
June 23, 2006    1000   $ 12 .510
June 23, 2006    100   $ 12 .520
June 23, 2006    200   $ 12 .530
June 23, 2006    12100   $ 12 .540
June 23, 2006    1000   $ 12 .542
June 23, 2006    600   $ 12 .550
June 23, 2006    300   $ 12 .560
June 23, 2006    1000   $ 12 .570
June 23, 2006    300   $ 12 .580
June 23, 2006    240   $ 12 .590
June 23, 2006    16500   $ 12 .600
June 23, 2006    2600   $ 12 .610
June 23, 2006    320   $ 12 .620
June 23, 2006    560   $ 12 .630
June 23, 2006    1500   $ 12 .640
June 23, 2006    679   $ 12 .660
June 23, 2006    1050   $ 12 .670
June 23, 2006    2100   $ 12 .680
June 23, 2006    900   $ 12 .690
June 23, 2006    4420   $ 12 .700
June 23, 2006    2700   $ 12 .710
June 23, 2006    800   $ 12 .720
June 23, 2006    100   $ 12 .730
June 23, 2006    2060   $ 12 .750
June 23, 2006    1200   $ 12 .760
June 23, 2006    1500   $ 12 .770
June 23, 2006    100   $ 12 .780
June 23, 2006    71   $ 12 .800
June 23, 2006    840   $ 12 .900
June 23, 2006    800   $ 12 .920
June 23, 2006    200   $ 12 .930
June 23, 2006    4400   $ 12 .940
June 23, 2006    2400   $ 12 .950
June 23, 2006    3040   $ 12 .960
June 23, 2006    810   $ 12 .970
June 23, 2006    1000   $ 12 .980
June 23, 2006    8110   $ 12 .990
Date of Sale   Number of Shares   Price per Share
       
June 23, 2006    300   $ 13 .000
June 23, 2006    500   $ 13 .010
June 23, 2006    200   $ 13 .020
June 23, 2006    100   $ 13 .030
June 23, 2006    1100   $ 13 .060
June 23, 2006    200   $ 13 .130

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

        The Filing Person is not party to any contract, arrangement, understanding or relationship with respect to the shares, other than the Agreement, which simply provides that her ex-husband must transfer all of the shares of the Issuer’s common stock reported on this Schedule 13D to the Filing Person, without any contingencies or other conditions.

Item 7.    Material to be Filed as Exhibits.

        Exhibit A – Power of Attorney.

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.

June 23, 2006

Date

/s/ Stacy S. Kilian
Signature

Stacy S. Kilian/ attorney-in-fact
Name/Title


        The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 EX-24 2 brownpoa.htm POWER OF ATTORNEY

POWER OF ATTORNEY

Known all by these presents, that the undersigned hereby constitutes and appoints each of Stephen J. Hackman, Kristine J. Bouaichi and Stacy S. Kilian signing singly, the undersigned's true and lawful attorney-in-fact to:

 

(1)

execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% Shareholder of Interactive Intelligence, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

 

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving such capacity at the request of the undersigned are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless either revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of May, 2006.


 

/s/ Kyle E. Brown

Signature

 

 

 

Kyle E. Brown

Printed Name

 

 

 

 

 

STATE OF INDIANA )
) SS:
COUNTY OF MARION )

 


Subscribed to and sworn before me, a Notary Public, in and for said County and State, this 5th day of May, 2006.


/s/ Elizabeth A. Casper

Signature

 

Elizabeth A. Casper

Printed Notary Public

 

 

My Commission Expires:

 

5/24/09

County of Residence:

Hamilton

 

 

 

 

 

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