-----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, Cdjyo1hmcCidZ16Q3JHQfEAnwA9ejCE2PlxI1swT7K0GKpIk13VwZcDEyMTwWi5l W6H/s9mqwcfBjChIWHWrHA== 0000950134-05-022797.txt : 20051208 0000950134-05-022797.hdr.sgml : 20051208 20051208151451 ACCESSION NUMBER: 0000950134-05-022797 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051208 DATE AS OF CHANGE: 20051208 GROUP MEMBERS: BC ADVISORS LLC GROUP MEMBERS: G STACY SMITH GROUP MEMBERS: REID S WALKER GROUP MEMBERS: SRB MANAGEMENT LP GROUP MEMBERS: STEVEN R BECKER GROUP MEMBERS: WS CAPITAL MANAGEMENT LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KINTERA INC CENTRAL INDEX KEY: 0001117119 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 742947183 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79595 FILM NUMBER: 051252293 BUSINESS ADDRESS: STREET 1: 9605 SCRANTON ROAD 240 STREET 2: STE 560 CITY: SAN DIEGO STATE: CA ZIP: 92121 MAIL ADDRESS: STREET 1: 9605 SCRANTON ROAD STREET 2: SUITE CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: VIRTUALDONORS COM INC DATE OF NAME CHANGE: 20010205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WS CAPITAL LLC CENTRAL INDEX KEY: 0001123407 IRS NUMBER: 752681594 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566055 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 d31105asc13g.htm SCHEDULE 13G sc13g
 

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Kintera, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

4972P5506

(CUSIP Number)

December 2, 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:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o 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 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.

Person Authorized to Receive Notices and Communications:
Mark S. Solomon, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
(214) 659-4400

 

 

             
SCHEDULE 13G
CUSIP No. 49720P506 Page 2 of 14
  1. Name of Reporting Person:
WS Capital, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
700,000
6. Shared Voting Power:
0
7. Sole Dispositive Power:
700,000
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
700,000
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.9%*
  12.Type of Reporting Person:
HC/OO

 
*   Based on 36,205,973 shares of common issued and outstanding, which represents (a) 31,705,793 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005 and (b) 4,500,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 22, 2005.

 

             
SCHEDULE 13G
CUSIP No. 49720P506 Page 3 of 14
  1. Name of Reporting Person:
WS Capital Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
700,000
6. Shared Voting Power:
0
7. Sole Dispositive Power:
700,000
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
700,000
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.9%*
  12.Type of Reporting Person:
IA/PN

 
*   Based on 36,205,973 shares of common issued and outstanding, which represents (a) 31,705,793 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005 and (b) 4,500,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 22, 2005.

 

             
SCHEDULE 13G
CUSIP No. 49720P506 Page 4 of 14
  1. Name of Reporting Person:
Reid S. Walker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
700,000
6. Shared Voting Power:
0
7. Sole Dispositive Power:
700,000
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
700,000
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.9%*
  12.Type of Reporting Person:
HC/IN

 
*   Based on 36,205,973 shares of common issued and outstanding, which represents (a) 31,705,793 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005 and (b) 4,500,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 22, 2005.

 

             
SCHEDULE 13G
CUSIP No. 49720P506 Page 5 of 14
  1. Name of Reporting Person:
G. Stacy Smith		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
700,000
6. Shared Voting Power:
0
7. Sole Dispositive Power:
700,000
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
700,000
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.9%*
  12.Type of Reporting Person:
HC/IN

 
*   Based on 36,205,973 shares of common issued and outstanding, which represents (a) 31,705,793 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005 and (b) 4,500,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 22, 2005.

 

             
SCHEDULE 13G
CUSIP No. 49720P506 Page 6 of 14
  1. Name of Reporting Person:
BC Advisors, LLC		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
1,191,300
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,191,300
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,191,300
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
3.2%*
  12.Type of Reporting Person:
HC/CO

 
*   Based on 36,205,973 shares of common issued and outstanding, which represents (a) 31,705,793 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005 and (b) 4,500,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 22, 2005.

 

             
SCHEDULE 13G
CUSIP No. 49720P506 Page 7 of 14
  1. Name of Reporting Person:
SRB Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
1,191,300
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,191,300
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,191,300
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
3.2%*
  12.Type of Reporting Person:
IA/PN

 
*   Based on 36,205,973 shares of common issued and outstanding, which represents (a) 31,705,793 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005 and (b) 4,500,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 22, 2005.

 

             
SCHEDULE 13G
CUSIP No. 49720P506 Page 8 of 14
  1. Name of Reporting Person:
Steven R. Becker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
1,191,300
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,191,300
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,191,300
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
3.2%*
  12.Type of Reporting Person:
HC/IN

 
*   Based on 36,205,973 shares of common issued and outstanding, which represents (a) 31,705,793 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005 and (b) 4,500,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 22, 2005.

 

     This Schedule 13G relates to the common stock (“Common Stock”) of Kintera, Inc. acquired by WS Capital, L.L.C., a Texas limited liability company (“WS Capital”), for the account of (1) Walker Smith Capital, L.P., a Texas limited partnership (“WSC”), (2) Walker Smith Capital (Q.P.), L.P., a Texas limited partnership (“WSCQP”), (3) Walker Smith International Fund, Ltd., a British Virgin Islands exempted company (“WS International”), and (4) HHMI Investments, and (ii) BC Advisors, LLC, a Texas limited liability company (“BCA”), for the account of (1) SRB Greenway Capital, L.P., a Texas limited partnership (“SRBGC”), (2) SRB Greenway Capital (Q.P.), L.P., a Texas limited partnership (“SRBQP”), and (3) SRB Greenway Offshore Operating Fund, L.P., a Cayman Islands limited partnership (“SRB Offshore”). WS Capital is the general partner of WS Capital Management, L.P., a Texas limited partnership (“WSC Management”), which is the general partner of WSC and WSCQP and the investment manager for WS International and the investment manager for HHMI. BCA is the general partner of SRB Management, L.P., a Texas limited partnership (“SRB Management”), which is the general partner of SRBGC, SRBQP and SRB Offshore. Steven R. Becker is the sole principal of BCA. Pursuant to a letter agreement, Steven R. Becker may collaborate with Reid S. Walker and G. Stacy Smith on investment strategies from time to time. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
             
Item 1(a)   Name of Issuer:
 
            
    Kintera, Inc.
 
            
Item 1(b)   Address of Issuer’s Principal Executive Offices:
 
            
    9605 Scranton Road, Suite 200
 
            
    San Diego, CA 92121
 
            
Item 2(a)   Names of Persons Filing:
 
            
    See Item 1 of each cover page.
 
            
Item 2(b)   Address of Principal Business Offices:
 
            
    300 Crescent Court, Suite 1111
 
            
    Dallas, Texas 75201
 
            
Item 2(c)   Citizenship:
 
            
    See Item 4 of each cover page.
 
            
Item 2(d)   Title of Class of Securities:
 
            
    Common Stock
 
            
Item 2(e)   CUSIP Number:
 
            
    49720P506
 
            
Item 3   Status of Persons Filing:
 
            
 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

             
 
  (f)   o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i)   o   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)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
            
Item 4   Ownership:
 
            
    (a)   Reid S. Walker and G. Stacy Smith are the beneficial owners of 700,000 shares of Common Stock, which includes (i) 500,000 shares of Common Stock and (ii) warrants to purchase 200,000 shares of Common Stock beneficially owned by WS Capital and WSC Management beneficially owned for the accounts of WSC, WSCQP, WS International and HHMI.
 
            
        WS Capital and WSC Management are the beneficial owners of (i) 500,000 shares of Common Stock and (ii) warrants for purchase 200,000 shares of Common Stock beneficially owned for the accounts of WSC, WSCQP, WS International and HHMI.
 
            
        Steven R. Becker is the beneficial owner of 1,191,300 shares of Common Stock which includes (i) 991,300 shares of Common Stock and (ii) warrants to purchase 200,000 shares of Common Stock beneficially owned by BCA and SRB Management for the accounts of SRBGC, SRBQP and SRB Offshore.
 
            
        BCA and SRB Management are the beneficial owners of 1,191,300 shares of Common Stock which includes (i) 991,300 shares of Common Stock and (ii) warrants to purchase 200,000 shares of Common Stock beneficially owned for the accounts of SRBGC, SRBQP and SRB Offshore.
 
            
    (b)   Percent of class:
 
            
        See Item 11 of each cover page.
 
            
    (c)   Number of shares as to which each person has:
 
            
 
      (i)   sole power to vote or to direct the vote:
 
            
 
          See Item 5 of each cover page.
 
            
 
      (ii)   shared power to vote or to direct the vote:
 
            
 
          See Item 6 of each cover page.
 
            
 
      (iii)   sole power to dispose or to direct the disposition of:
 
            
 
          See Item 7 of each cover page.
 
            
 
      (iv)   shared power to dispose or to direct the disposition of:
 
            
 
          See Item 8 of each cover page.
 
            
Item 5   Ownership of 5% or Less of a Class:
 
            
    Not applicable.
 
            
Item 6   Ownership of More than 5% 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 or Control Person:

 

 

     
 
  WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, WSC, WSCQP and WS International. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the shares of Common Stock owned by WSC Management’s clients.
 
    
 
  SRB Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, SRBGC, SRBQP and SRB Offshore. BCA is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA, and therefore exercises investment discretion and control with respect to the shares of Common Stock owned by SRB Management’s clients.
 
    
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.
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 8, 2005
         
  WS CAPITAL, L.L.C.
 		  
  By:   /s/ Reid S. Walker    
    Reid S. Walker, Member   
       
 
  WS CAPITAL MANAGEMENT, L.P.

By: WS Capital, L.L.C., its general partner
 		  
  By:   /s/ Reid S. Walker    
    Reid S. Walker, Member   
       
 
     
  /s/ Reid S. Walker    
  REID S. WALKER   
     

 

 

         
         
     
  /s/ G. Stacy Smith    
  G. STACY SMITH   
     
 
  BC ADVISORS, LLC
 		  
  By:   /s/ Steven R. Becker    
    Steven R. Becker, Member   
       
 
  SRB MANAGEMENT, L.P.

By: BC Advisors, LLC, its general partner
 		  
  By:   /s/ Steven R. Becker    
    Steven R. Becker, Member   
       
 
     
  /s/ Steven R. Becker  
  STEVEN R. BECKER   
     
 

 

 

EXHIBITS
     
Exhibit 1
  Joint Filing Agreement, dated December 8, 2005, entered into by and among WS Capital, L.L.C., WS Capital Management, L.P., Reid S. Walker, G. Stacy Smith, BC Advisors, LLC, SRB Management, L.P., and Steven R. Becker.

 

EX-99.1 2 d31105aexv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Kintera, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of December 8, 2005.
         
  WS CAPITAL, L.L.C.
 		  
  By:   /s/ Reid S. Walker    
    Reid S. Walker, Member   
       
 
  WS CAPITAL MANAGEMENT, L.P.

By: WS Capital, L.L.C., its general partner
 		  
  By:   /s/ Reid S. Walker    
    Reid S. Walker, Member   
       
 
     
  /s/ Reid S. Walker    
  REID S. WALKER   
     
 
     
  /s/ G. Stacy Smith    
  G. STACY SMITH   
     
 
  BC ADVISORS, LLC
 		  
  By:   /s/ Steven R. Becker    
    Steven R. Becker, Member   
       
 
  SRB MANAGEMENT, L.P.

By: BC Advisors, LLC, its general partner
 		  
  By:   /s/ Steven R. Becker    
    Steven R. Becker, Member   
       
 
     
  /s/ Steven R. Becker    
  STEVEN R. BECKER   
     
 

 

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