-----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, AZC+fS845c8sasGWiKk7yQdXKP9kqnCRm8hrAVXi8dPU82ijRGiatjYyPmBYfRpk Q+aHSziH3iHyA+nlFys2LQ== 0001399010-10-000038.txt : 20100818 0001399010-10-000038.hdr.sgml : 20100818 20100818162331 ACCESSION NUMBER: 0001399010-10-000038 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100818 DATE AS OF CHANGE: 20100818 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BITSTREAM INC CENTRAL INDEX KEY: 0000818813 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 042744890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47395 FILM NUMBER: 101025881 BUSINESS ADDRESS: STREET 1: 215 FIRST ST CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6174976222 MAIL ADDRESS: STREET 1: 215 FIRST ST CITY: CAMBRIDGE STATE: MA ZIP: 02142 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Columbia Pacific Opportunity Fund, L.P. CENTRAL INDEX KEY: 0001399010 IRS NUMBER: 208451143 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1910 FAIRVIEW AVENUE EAST STREET 2: STE 500 CITY: Seattle STATE: WA ZIP: 98102-3698 BUSINESS PHONE: (206) 453-0291 MAIL ADDRESS: STREET 1: 1910 FAIRVIEW AVENUE EAST STREET 2: STE 500 CITY: Seattle STATE: WA ZIP: 98102-3698 FORMER COMPANY: FORMER CONFORMED NAME: Columbia Pacific Opportunity Fund LP DATE OF NAME CHANGE: 20070509 SC 13D/A 1 bitstream13d20100818.txt AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Bitstream, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 91736108 (CUSIP Number) Alexander B. Washburn c/o Columbia Pacific Advisors, LLC 1910 Fairview Avenue East, Suite 500 Seattle, Washington 98102 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 18, 2010 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d- 1(g), check the following box. 1 1. Names of Reporting Persons Columbia Pacific Opportunity Fund, L.P.(1) 2. Check the Appropriate Box if a Member of a Group (a) 0 (b) 1 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 1,326,318 shares of Common Stock (2) 8. Shared Voting Power 0 shares of Common Stock 9. Sole Dispositive Power 1,326,318 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,326,318 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 0 13. Percent of Class Represented by Amount in Row 9 13.2% (3) 14. Type of Reporting Person PN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,326,318 shares of Common Stock to which this Schedule 13D relates. (3) Based on 10,063,307 shares of common stock outstanding as of August 14, 2010, as reported on the Company's Form 10-Q for the period ended June 30, 2010 filed on August 16, 2010. 1. Names of Reporting Persons Columbia Pacific Advisors, LLC (1) 2. Check the Appropriate Box if a Member of a Group (a) 0 (b) 1 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 1,326,318 shares of Common Stock (2) 8. Shared Voting Power 0 shares of Common Stock 9. Sole Dispositive Power 1,326,318 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,326,318 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 0 13. Percent of Class Represented by Amount in Row 9 13.2% (3) 14. Type of Reporting Person IA (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,326,318 shares of Common Stock to which this Schedule 13D relates. (3) Based on 10,063,307 shares of common stock outstanding as of August 14, 2010, as reported on the Company's Form 10-Q for the period ended June 30, 2010 filed on August 16, 2010. 1. Names of Reporting Persons Alexander B. Washburn (1) 2. Check the Appropriate Box if a Member of a Group (a) 0 (b) 1 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 1,326,318 shares of Common Stock (2) 8. Shared Voting Power 0 shares of Common Stock 9. Sole Dispositive Power 1,326,318 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,326,318 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 0 13. Percent of Class Represented by Amount in Row 9 13.2% (3) 14. Type of Reporting Person IN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,326,318 shares of Common Stock to which this Schedule 13D relates. (3) Based on 10,063,307 shares of common stock outstanding as of August 14, 2010, as reported on the Company's Form 10-Q for the period ended June 30, 2010 filed on August 16, 2010. 1. Names of Reporting Persons Daniel R. Baty (1) 2. Check the Appropriate Box if a Member of a Group (a) 0 (b) 1 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 1,326,318 shares of Common Stock (2) 8. Shared Voting Power 0 shares of Common Stock 9. Sole Dispositive Power 1,326,318 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,326,318 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 0 13. Percent of Class Represented by Amount in Row 9 13.2% (3) 14. Type of Reporting Person IN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,326,318 shares of Common Stock to which this Schedule 13D relates. (3) Based on 10,063,307 shares of common stock outstanding as of August 14, 2010, as reported on the Company's Form 10-Q for the period ended June 30, 2010 filed on August 16, 2010. 1. Names of Reporting Persons Stanley L. Baty (1) 2. Check the Appropriate Box if a Member of a Group (a) 0 (b) 1 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 1,326,318 shares of Common Stock (2) 8. Shared Voting Power 0 shares of Common Stock 9. Sole Dispositive Power 1,326,318 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,326,318 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 0 13. Percent of Class Represented by Amount in Row 9 13.2% (3) 14. Type of Reporting Person IN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,326,318 shares of Common Stock to which this Schedule 13D relates. (3) Based on 10,063,307 shares of common stock outstanding as of August 14, 2010, as reported on the Company's Form 10-Q for the period ended June 30, 2010 filed on August 16, 2010. 1. Names of Reporting Persons Brandon D. Baty (1) 2. Check the Appropriate Box if a Member of a Group (a) 0 (b) 1 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 1,326,318 shares of Common Stock (2) 8. Shared Voting Power 0 shares of Common Stock 9. Sole Dispositive Power 1,326,318 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,326,318 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 0 13. Percent of Class Represented by Amount in Row 9 13.2% (3) 14. Type of Reporting Person IN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,326,318 shares of Common Stock to which this Schedule 13D relates. (3) Based on 10,063,307 shares of common stock outstanding as of August 14, 2010, as reported on the Company's Form 10-Q for the period ended June 30, 2010 filed on August 16, 2010. EXPLANATORY NOTE This Amendment No. 2 amends the Schedule 13D filed by Columbia Pacific Opportunity Fund, L.P., a Washington limited partnership (the "Fund"), Columbia Pacific Advisors LLC, a Washington limited liability company (the "Adviser"), Alexander B. Washburn, a U.S. citizen, Daniel R. Baty, a U.S. citizen, Stanley L. Baty, a U.S. citizen, and Brandon D. Baty, a U.S. citizen (each a "Reporting Person" and collectively the "Reporting Persons") with the Securities and Exchange Commission on April 20, 2010, as amended on July 15, 2010, with respect to the Class A Common Stock, par value $0.01 per share (the "Common Stock") of Bitstream, Inc., a Delaware corporation (the "Company"). Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a "group" for any purpose and the Reporting Persons expressly disclaim membership in a group. Except as specifically set forth herein, the Schedule 13D remains unmodified. ITEM 4. Purpose of Transaction. The Reporting Persons initially acquired shares of the Common Stock of the Issuer for investment purposes. The Reporting Persons now intend to actively encourage the Issuer to explore a potential sale of the Issuer to a third party. In that regard, on August 18, 2010, the Reporting Persons sent a letter (attached as Exhibit A) to the board of directors of the Issuer requesting the formation of a non-executive committee for the purpose of exploring a potential sale of the Issuer, and expressing the Reporting Persons' intention to communicate directly with the Company's board of directors, shareholders and potential buyers in order to promote and encourage both the formation of such a non-executive committee and the exploration of a potential sale of the Company. Other than as previously reported and as set forth in Item 4 above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 5. Interest in Securities of the Issuer The responses set forth in Items 5(a) and 5(c) of the Schedule 13D are hereby replaced in their entirety by the following: (a) As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of 1,326,318 shares of Common Stock, which constitutes 13.2% of the total number shares of Common Stock outstanding as of August 14, 2010, as reported in the Company's Form 10-Q for the period ended June 30, 2010. (c) During the past 60 days, Columbia Pacific Opportunity Fund, L.P. has engaged in the following open-market transactions in the Common Stock: Date Shares Purchased Price 6/21/2010 1,013 6.9901 6/22/2010 2,100 6.9752 6/23/2010 1,094 6.8169 6/24/2010 1,600 6.8213 6/25/2010 2,000 6.8115 6/28/2010 1,929 6.857 6/29/2010 8,300 6.721 6/30/2010 1,206 6.7172 7/01/2010 4,147 6.6021 7/02/2010 4,420 6.5026 7/06/2010 1,800 6.6242 7/07/2010 3,000 6.6807 7/08/2010 500 6.702 7/09/2010 100 6.74 7/13/2010 500 6.908 7/14/2010 200 6.90 7/15/2010 2,900 6.8319 7/19/2010 14,425 6.7206 7/20/2010 4,403 6.6442 7/21/2010 2,778 6.531 7/22/2010 4,900 6.5392 7/23/2010 9,800 6.5489 7/26/2010 1,425 6.6193 7/27/2010 1,000 6.687 7/28/2010 1,900 6.7163 7/29/2010 200 6.7899 7/30/2010 1 6.70 8/03/2010 600 7.0017 8/05/2010 1,300 6.9162 8/10/2010 200 6.90 8/11/2010 700 6.8643 8/13/2010 600 6.91 8/16/2010 500 6.934 8/17/2010 3,400 6.6982 8/18/2010 5,000 6.4862 ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than as previously reported and as set forth in Item 4 above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. Material to Be Filed as Exhibits Exhibit A.: Letter to Amos Kaminski, Chairman of Bitstream, Inc,. dated August 18, 2010. SIGNATURES 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. Dated: August 18, 2010 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P. (1) /s/ Alexander B. Washburn By: Alexander B. Washburn Title: Managing Member of Columbia Pacific Advisors, LLC, its general partner Dated: August 18, 2010 COLUMBIA PACIFIC ADVISORS, LLC (1) /s/ Alexander B. Washburn By: Alexander B. Washburn Title: Managing Member Dated: August 18, 2010 /s/ Alexander B. Washburn Alexander B. Washburn (1) Dated: August 18, 2010 /s/ Daniel R. Baty Daniel R. Baty (1) Dated: August 18, 2010 /s/ Stanley L. Baty Stanley L. Baty (1) Dated: August 18, 2010 /s/ Brandon D. Baty Brandon D. Baty (1) (1) This amendment is being filed jointly by Columbia Pacific Opportunity Fund, L.P., Columbia Pacific Advisors LLC, Alexander B. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty pursuant to the Joint Filing Agreement dated April 16, 2010 and included with the initial Schedule 13D filed on April 20, 2010 (the "Joint Filing Agreement"). The Joint Filing Agreement is incorporated herein by reference. Exhibit A August 18, 2010 Amos Kaminski Chairman Bitstream, Inc. 500 Nickerson Road Marlborough, MA 01752 Dear Mr. Kaminski: Columbia Pacific Opportunity Fund, LP ("Columbia") is a substantial and long term shareholder of Bitstream, Inc. ("Bitstream" or the "Company") currently owning approximately 1,326,318 shares or 13.2% of the Company. Our investment in Bitstream reflects our confidence in the Company's products and the value of the Company's underlying business units. However, we believe the Company lacks the management and capital resources necessary to realize the full potential of the different product lines. Thus, we have concluded that the opportunities within the Company can be better monetized as parts of larger organizations. Therefore, we are interested in exploring whether a sale of the Company in all or in parts would realize enhanced value to the Company's stockholders. Therefore, we request that the Company form a non-executive committee for the purpose of exploring a potential sale of Bitstream to one or more third parties. In this regard, we intend to communicate directly with the Company's board of directors, stockholders, potential buyers, and investment bankers in order to promote and encourage both the formation of such a non-executive committee and the exploration of a potential sale of the Company. We look forward to the opportunity to discuss these issues with you in more detail. Please give me a call to discuss this request. Sincerely, Alexander B. Washburn Columbia Pacific Opportunity Fund, LP - 2 - SE-19188 v4 -----END PRIVACY-ENHANCED MESSAGE-----