0001399010-11-000102.txt : 20111114 0001399010-11-000102.hdr.sgml : 20111111 20111110194948 ACCESSION NUMBER: 0001399010-11-000102 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111114 DATE AS OF CHANGE: 20111110 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47395 FILM NUMBER: 111196993 BUSINESS ADDRESS: STREET 1: 500 NICKERSON ROAD CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 6174976222 MAIL ADDRESS: STREET 1: 500 NICKERSON ROAD CITY: MARLBOROUGH STATE: MA ZIP: 01752 FORMER COMPANY: FORMER CONFORMED NAME: BITSTREAM INC DATE OF NAME CHANGE: 19960524 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 13G/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 13G/A 1 bits13g20111111.txt AMENDMENT NO. 2 - CHANGING BACK TO PASSIVE INVESTOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) 091736108 (CUSIP Number) November 11, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] 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 ("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. 091736108 Schedule 13 G Page 2 of 11 1 NAMES OF REPORTING PERSONS Columbia Pacific Opportunity Fund, L.P. (1) IRS Identification No. of Above Person (entities only) 20-8451143 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Washington 5 SOLE VOTING POWER NUMBER OF 2,025,250 (2) SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,025,250 (2) WITH: 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,250 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.06% (3) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN (1) The filing of this joint Schedule 13G 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 2,025,250 shares of Class A Common Stock to which this Schedule 13G relates. (3) Based on 10,625,345 shares of Class A Common Stock outstanding as of August 10, 2011, as reported on the Company's Form 10-Q for the period ended June 30, 2011, as filed on August 15, 2011. -------------------------------------------------------------------------------- CUSIP No. 091736108 Schedule 13 G Page 3 of 11 1 NAMES OF REPORTING PERSONS Columbia Pacific Advisors, LLC (1) IRS Identification No. of Above Person (entities only) 20-8051301 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Washington 5 SOLE VOTING POWER NUMBER OF 2,025,250 (2) SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,025,250 (2) WITH: 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,250 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.06% (3) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA (1) The filing of this joint Schedule 13G 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 2,025,250 shares of Class A Common Stock to which this Schedule 13G relates. (3) Based on 10,625,345 shares of Class A Common Stock outstanding as of August 10, 2011, as reported on the Company's Form 10-Q for the period ended June 30, 2011, as filed on August 15, 2011. -------------------------------------------------------------------------------- CUSIP No. 091736108 Schedule 13 G Page 4 of 11 1 NAMES OF REPORTING PERSONS Alexander B. Washburn (1) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER NUMBER OF 2,025,250 (2) SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,025,250 (2) WITH: 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,250 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.06% (3) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN (1) The filing of this joint Schedule 13G 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 2,025,250 shares of Class A Common Stock to which this Schedule 13G relates. (3) Based on 10,625,345 shares of Class A Common Stock outstanding as of August 10, 2011, as reported on the Company's Form 10-Q for the period ended June 30, 2011, as filed on August 15, 2011. -------------------------------------------------------------------------------- CUSIP No. 091736108 Schedule 13 G Page 5 of 11 1 NAMES OF REPORTING PERSONS Daniel R. Baty (1) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER NUMBER OF 2,025,250 (2) SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,025,250 (2) WITH: 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,250 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.06% (3) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN (1) The filing of this joint Schedule 13G 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 2,025,250 shares of Class A Common Stock to which this Schedule 13G relates. (3) Based on 10,625,345 shares of Class A Common Stock outstanding as of August 10, 2011, as reported on the Company's Form 10-Q for the period ended June 30, 2011, as filed on August 15, 2011. -------------------------------------------------------------------------------- CUSIP No. 091736108 Schedule 13 G Page 6 of 11 1 NAMES OF REPORTING PERSONS Stanley L. Baty (1) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER NUMBER OF 2,025,250 (2) SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,025,250 (2) WITH: 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,250 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.06% (3) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN (1) The filing of this joint Schedule 13G 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 2,025,250 shares of Class A Common Stock to which this Schedule 13G relates. (3) Based on 10,625,345 shares of Class A Common Stock outstanding as of August 10, 2011, as reported on the Company's Form 10-Q for the period ended June 30, 2011, as filed on August 15, 2011. -------------------------------------------------------------------------------- CUSIP No. 091736108 Schedule 13 G Page 7 of 11 1 NAMES OF REPORTING PERSONS Brandon D. Baty (1) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER NUMBER OF 2,025,250 (2) SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,025,250 (2) WITH: 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,250 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.06% (3) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN (1) The filing of this joint Schedule 13G 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 2,025,250 shares of Class A Common Stock to which this Schedule 13G relates. (3) Based on 10,625,345 shares of Class A Common Stock outstanding as of August 10, 2011, as reported on the Company's Form 10-Q for the period ended June 30, 2011, as filed on August 15, 2011. -------------------------------------------------------------------------------- CUSIP No. 091736108 Schedule 13 G Page 8 of 11 Item 1. (a) Name of Issuer: Bitstream, Inc. (the "Company") (b) Address of Issuer's Principal Executive Offices: 500 Nickerson Road, Marlborough, Massachusetts 01752-4695 Item 2. (a) Name of Person Filing: This Schedule 13G is being 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, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty (each a "Reporting Person" & collectively the "Reporting Persons"). (b) Address of Principal Business Office or, if none, Residence: Same The business address of the Reporting Persons is: 1910 Fairview Avenue East Suite 500, Seattle, WA 98102-3698. (c) Citizenship: The Fund is a Washington limited partnership; the Adviser is a Washington limited liability company; Alexander B. Washburn, Daniel R. Baty, Stanley L. Baty, and Brandon D. Baty are U.S. citizens. (d) Title of Class of Securities: Shares of Class A Common Stock, par value $0.01 per share (the "Common Stock") (e) CUSIP Number: 091736108 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (for Columbia Pacific Advisors, LLC only) (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G) (for Alexander B. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty only). -------------------------------------------------------------------------------- CUSIP No. 091736108 Schedule 13 G Page 9 of 11 (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] 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) [ ] A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J) (k) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution Item 4. Ownership. As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of 2,025,250 shares of Common Stock, which constitutes 19.06% of the total number of shares of Common Stock outstanding as of August 10, 2011, as reported in the Company's Form 10-Q for the period ended June 30, 2011. The Adviser has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 2,025,250 shares of Common Stock to which this filing relates. See also Items 5 through 8 of the cover pages to this Schedule 13G with respect to this Item 4. Mr. Washburn, Mr. D. Baty, Mr. S. Baty and Mr. B. Baty serve as the managing members of the Adviser, which is primarily responsible for all investment decisions regarding the Fund's investment portfolio. The American Depositary Receipt shares reported herein are held in the portfolio of the Fund. Each of the Reporting Persons disclaims beneficial ownership over the securities reported herein except to the extent of such Reporting Persons' pecuniary interest therein. 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. 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 [ ]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Each person for whom the Adviser acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock purchased or held pursuant to such arrangements. -------------------------------------------------------------------------------- CUSIP No. 091736108 Schedule 13 G Page 10 of 11 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 We are in support of the business transaction just announced yesterday by the Company bringing value to the shareholders; therefore, we are returning to a passive investor status. By signing below the undersigned certify that, to the best of their know- ledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. -------------------------------------------------------------------------------- CUSIP No. 091736108 Schedule 13 G Page 11 of 11 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: November 11, 2011 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: November 11, 2011 COLUMBIA PACIFIC ADVISORS, LLC (1) /s/ Alexander B. Washburn By: Alexander B. Washburn Title: Managing Member Dated: November 11, 2011 /s/ Alexander B. Washburn Alexander B. Washburn (1) Dated: November 11, 2011 /s/ Daniel R. Baty Daniel R. Baty (1) Dated: November 11, 2011 /s/ Stanley L. Baty Stanley L. Baty (1) Dated: November 11, 2011 /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. --------------------------------------------------------------------------------