-----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, VPGP33puzvEvwaSzelqPoK0jvv4mesW5wJxIiTr50GFWMDQ3umvw650SCoF+gULi Sh30AmC9PgoyLAXS0P8UiA== 0001169232-05-005680.txt : 20051219 0001169232-05-005680.hdr.sgml : 20051219 20051219160125 ACCESSION NUMBER: 0001169232-05-005680 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051219 DATE AS OF CHANGE: 20051219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAFFLES ASSOCIATES LP CENTRAL INDEX KEY: 0001169581 IRS NUMBER: 043272997 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE. STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127602321 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIBERATE TECHNOLOGIES CENTRAL INDEX KEY: 0001085776 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943245315 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58281 FILM NUMBER: 051272630 BUSINESS ADDRESS: STREET 1: LIBERATE TECHNOLOGIES STREET 2: 2655 CAMPUS DRIVE, SUITE 250 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 6506454000 MAIL ADDRESS: STREET 1: LIBERATE TECHNOLOGIES STREET 2: 2655 CAMPUS DRIVE, SUITE 250 CITY: SAN MATEO STATE: CA ZIP: 94403 SC 13G 1 d66229_sc13g.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Liberate Technologies (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 530129105 (CUSIP Number) October 25, 2005 (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 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 (the "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). CUSIP No. 530129105 Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) RAFFLES ASSOCIATES, L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 7,590,271 ----------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 0 ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING 7,590,271 ----------------------------------------------------------------- PERSON 8. SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,590,271 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.84% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: Liberate Technologies Item 1(b). Address of Issuer's Principal Executive Offices: 310 University Avenue, Suite 201, Palo Alto, CA 94301 Item 2(a). Name of Person Filing: Raffles Associates, L.P. Item 2(b). Address of Principal Business Office or, if None, Residence: 450 Seventh Avenue, Suite 509, New York, NY 10123 Item 2(c). Citizenship: Not Applicable. Item 2(d). Title of Class of Securities: Common Stock, $.01 par value. Item 2(e). CUSIP Number: 530129105 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. (b) |_| Bank as defined in Section 3(a)(6) of the Act. (c) |_| Insurance Company as defined in Section 3(a)(19) of the Act. (d) |_| Investment Company registered under Section 8 of the Investment Company Act. (e) |_| Investment Adviser registered under Section 203 of the Investment Advisors Act of 1940. (f) |_| Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) |_| Parent Holding Company in accordance with Rule 13d-1(b)(1)(ii)(G). (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) |_| A church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act. (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J). 3 If this Statement is filed pursuant to Rule 13d-1(c), check this box |X|. Item 4. Ownership. (a) Amount beneficially owned: 7,590,271 (b) Percent of Class: 6.84% (c) Number of Shares as to which the person has: (i) Sole power to vote or to direct the vote: 7,590,271 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 7,590,271 (iv) Shared Power to dispose or to direct the disposition of: 0 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. |_|. 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. 4 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 15, 2005 RAFFLES ASSOCIATES, L.P. By: RAFFLES CAPITAL ADVISORS, LLC, General Partner By: /s/ Paul H. O'Leary --------------------------------- Name: Paul H. O'Leary Title: Managing Member 5 -----END PRIVACY-ENHANCED MESSAGE-----