Schedule 13G Amendment No. 2

-----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, UoUsYA1CrnjrvOmhDa+EwFVqqRSTSKEEAQefzEUp4ShDZRDbyQGyTtJSDVJ/dVwL tEfZAgmIjpxNCYT3yuPpeQ== 0001193125-08-028560.txt : 20080213 0001193125-08-028560.hdr.sgml : 20080213 20080213085423 ACCESSION NUMBER: 0001193125-08-028560 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: CRP PARTNERS IV, L.L.C. GROUP MEMBERS: ROBERT C. AMMERMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SoftBrands, Inc. CENTRAL INDEX KEY: 0001311926 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 412021446 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80954 FILM NUMBER: 08601028 BUSINESS ADDRESS: STREET 1: TWO MERIDIAN CROSSING, SUITE 800 CITY: MINNEAPOLIS STATE: MN ZIP: 55423 BUSINESS PHONE: 612-851-1900 MAIL ADDRESS: STREET 1: TWO MERIDIAN CROSSING, SUITE 800 CITY: MINNEAPOLIS STATE: MN ZIP: 55423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL RESOURCE PARTNERS IV L P CENTRAL INDEX KEY: 0001075723 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 85 MERRIMAC STREET SUITE 200 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6177239000 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2


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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. 2 )*

Softbrands, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

83402A107

(CUSIP Number)

December 31, 2007

(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)

¨ Rule 13d-1(c)

x 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 (“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).

Page 1 of 13 Pages


CUSIP No. 83402A107		13G		Page 2 of 13 Pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capital Resource Partners IV, 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 limited partnership


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0 shares
		6 SHARED VOTING POWER 11,151,755 shares
		7 SOLE DISPOSITIVE POWER 0 shares
		8 SHARED DISPOSITIVE POWER 11,151,755 shares


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,151,755 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.2%

Page 2 of 13 Pages


CUSIP No. 83402A107		13G		Page 3 of 13 Pages

TYPE OF REPORTING PERSON *

Page 3 of 13 Pages


CUSIP No. 83402A107		13G		Page 4 of 13 Pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CRP Partners IV, L.L.C.
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 limited liability company


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0 shares
		6 SHARED VOTING POWER 11,151,755 shares
		7 SOLE DISPOSITIVE POWER 0 shares
		8 SHARED DISPOSITIVE POWER 11,151,755 shares


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,151,755 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.2%

Page 4 of 13 Pages


CUSIP No. 83402A107		13G		Page 5 of 13 Pages

TYPE OF REPORTING PERSON *

Page 5 of 13 Pages


CUSIP No. 83402A107		13G		Page 6 of 13 Pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert C. Ammerman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
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 0 shares
		6 SHARED VOTING POWER 11,151,755 shares
		7 SOLE DISPOSITIVE POWER 0 shares
		8 SHARED DISPOSITIVE POWER 11,151,755 shares


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,151,755 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.2%

Page 6 of 13 Pages


CUSIP No. 83402A107		13G		Page 7 of 13 Pages

TYPE OF REPORTING PERSON *

Page 7 of 13 Pages

Schedule 13G/A

Item 1

(a).

Name of Issuer:

Softbrands, Inc.

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

Two Meridian Crossings, Suite 800 Minneapolis, MN 55423

Item 2

(a).

Names of Persons Filing:

Capital Resource Partners IV, L.P. (“CRP IV”), CRP Partners IV, L.L.C. (“CRP-GP IV”) and Robert C. Ammerman (“Ammerman”). The persons named in this paragraph are referred to individually as a “Reporting Person” and collectively as the “Reporting Persons”.

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is Capital Resource Partners, 200 State Street, Boston, MA 02109.

Item 2

(c).

Citizenship:

CRP IV is a limited partnership organized under the laws of the State of Delaware. CRP-GP IV is a limited liability company organized under the laws of the State of Delaware. Ammerman is a United States citizen.

Item 2

(d).

Title of Class of Securities:

Common Stock, $.01 Par Value Per Share

Item 2

(e).

CUSIP Number:

83402A107

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

Investment company registered under Section 8 of the Investment Company Act;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person 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;

Page 8 of 13 Pages


CUSIP No. 83402A107		13G		Page 9 of 13 Pages

(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).

Not applicable.



Item 4.	Ownership.

	(a)	Amount Beneficially Owned:

		As of December 31, 2007, CRP IV was the record holder of 11,151,755 shares of Common Stock (the “Record Shares”). By virtue of the affiliate relationship among CRP IV and CRP-GP IV, CRP-GP IV may be deemed to own beneficially all of the Record Shares. In his capacity as a managing member of CRP-GP IV, Ammerman may be deemed to own beneficially all of the Record Shares. Each of the Reporting Persons expressly disclaims beneficial ownership, except to the extent of its pecuniary interest therein, if any, of any shares of Common Stock of SoftBrands, Inc., except in the case of CRP IV for the 11,151,755 shares that it holds.

	(b)	Percent of Class:

		Each Reporting Person: 21.2%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote:

			0 shares for each Reporting Person.

		(ii)	Shared power to vote or to direct the vote:

			11,151,755 shares for each Reporting Person.

		(iii)	Sole power to dispose or to direct the disposition of

			0 shares for each Reporting Person.

		(iv)	Shared power to dispose or to direct the disposition of

			11,151,755 shares for each Reporting Person.

Item 5.	Ownership of Five Percent or Less of a Class.

	Not applicable.

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.

Page 9 of 13 Pages


CUSIP No. 83402A107		13G		Page 10 of 13 Pages



Item 8.		Identification and Classification of Members of the Group.

		Not applicable. The Reporting Persons expressly disclaim membership in a “group” as defined in Rule 13d-1(b)(ii)(J).

Item 9.		Notice of Dissolution of Group.

		Not applicable.

Item 10.		Certification.

		Not applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

Page 10 of 13 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.

Dated: February 13, 2008


CAPITAL RESOURCE PARTNERS IV, L.P.		CRP PARTNERS IV, L.L.C.

By:	CRP Partners IV, L.L.C., its General Partner

By:	*	By:	*
	Robert C. Ammerman		Robert C. Ammerman
	Managing Member		Managing Member

	*
	Robert C. Ammerman

*	/s/ Jeffrey Potter
	Jeffrey Potter, as attorney-in-fact

Page 11 of 13 Pages

Exhibit 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Softbrands, Inc.

EXECUTED as a sealed instrument this 13th day of February, 2008.


CAPITAL RESOURCE PARTNERS IV, L.P.		CRP PARTNERS IV, L.L.C.

By:	CRP Partners IV, L.L.C., its General Partner

By:	*	By:	*
	Robert C. Ammerman		Robert C. Ammerman
	Managing Member		Managing Member

	*
	Robert C. Ammerman

*	/s/ Jeffrey Potter
	Jeffrey Potter, as attorney-in-fact

Exhibit 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeffrey Potter and Robert C. Ammerman, and each of them, with full power to act without the other, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of this 1st day of February, 2006.


CAPITAL RESOURCE PARTNERS IV, L.P.		CRP PARTNERS IV, L.L.C.

By:	CRP Partners IV, L.L.C., its General Partner

By:	/s/ Robert C. Ammerman	By:	/s/ Robert C. Ammerman
	Robert C. Ammerman		Robert C. Ammerman
	Managing Member		Managing Member

	/s/ Robert C. Ammerman		/s/ Stephen M. Jenks
	Robert C. Ammerman		Stephen M. Jenks

	/s/ Alexander S. McGrath
	Alexander S. McGrath

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