-----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, DX5oCSDJ0dYnsvDxQOnqcbv6WV1RV0J9ScNlJpPBs2Xaat+1t/pDCtzlRRs3elfL GhvTTOBioAVXtTp9MzWILQ== 0000942708-09-000132.txt : 20090728 0000942708-09-000132.hdr.sgml : 20090728 20090727181420 ACCESSION NUMBER: 0000942708-09-000132 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090728 DATE AS OF CHANGE: 20090727 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADAM INC CENTRAL INDEX KEY: 0000863650 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 581878070 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49157 FILM NUMBER: 09965485 BUSINESS ADDRESS: STREET 1: 10 10TH STREET NE STREET 2: SUITE 525 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4046042757 MAIL ADDRESS: STREET 1: 10 10TH STREET NE STREET 2: SUITE 525 CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: A D A M SOFTWARE INC DATE OF NAME CHANGE: 19950919 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blue TSV I, Ltd. CENTRAL INDEX KEY: 0001453017 IRS NUMBER: 980602667 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 345-949-8066 MAIL ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SC 13D 1 sched13d-072709.htm 072709

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No.)

A.D.A.M. Inc.
(Name of Issuer)

Common Stock

(Title of Class of Securities)
 

00088U108
(CUSIP Number)
 

Carolyn Chayavadhanangkur
Nelson Mullins Riley & Scarborough LLP

201 17th Street, NW, Suite 1700
Atlanta, Georgia 30363

Phone: (404) 322-6000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 17, 2009

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), the following box [ ].


CUSIP No. 00088U108

1

NAME OF REPORTING PERSON.
 

Blue TSV I, LTD

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

                                                                 (See instructions) (a) [     ]

                                                                                           (b) [ X ]

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
 

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER
 

     894,864

8

SHARED VOTING POWER
 

     0

9

SOLE DISPOSITIVE POWER
 

     894,864

10

SHARED DISPOSITIVE POWER
 

     0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 

          915,854               

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     [ ]

(See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 9.0%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 

     CO



Page 2 of 9


CUSIP No. 00088U108

1

NAME OF REPORTING PERSON.
 

BlueLine Capital Partners II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                    See Instructions)(a)  [    ]

                                                                                           (b) [ X ]

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
 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER
 

     0

8

SHARED VOTING POWER
 

     20,990

9

SOLE DISPOSITIVE POWER
 

     0

10

SHARED DISPOSITIVE POWER
 

     20,990

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 

          915,854               

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     [   ]

(See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 9.0%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 

PN


Page 3 of 9


CUSIP No. 00088U108

1

NAME OF REPORTING PERSON.
 

BlueLine Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                              (See Instructions)      (a)  [     ]

                                                                                             (b) [ X ]

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
 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER
 

          0          

8

SHARED VOTING POWER
 

          20,990

9

SOLE DISPOSITIVE POWER
 

          0     

10

SHARED DISPOSITIVE POWER
 

          20,990     

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 

               915,854          

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     [ ]

(See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 

9.0%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 

OO

Page 4 of 9

 




Item 1. Security and Issuer

This Schedule 13D relates to Common Stock (the “Common Stock”) of A.D.A.M. Inc. (“ADAM” or the “Company”) with its principal executive offices located at 10 10th Street NE, Suite 525  Atlanta, Georgia 30309-3848.

 Item 2. Identity and Background

(a)     This Schedule 13D filed by Blue TSV I, LTD, a Cayman Island exempt company (“TSV I”), BlueLine Capital Partners II, LP, a Delaware limited partnership (“BCP II”), and BlueLine Partners, L.L.C., a Delaware limited liability company (“BLGP I”, and together with the above named entities, the “Reporting Entities”). John Steven Kraus and Timothy P. Bacci are the directors of TSV I. Scott A. Shuda and Timothy P. Bacci are the managing directors of BLGP I. BCP II and BLGP I are collectively referred to herein as the “BlueLine Entities”.

 

(b)      The business address of TSV I is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, Cayman Islands KY1-1104. The business address of the other Reporting Entities and the individuals named in subsection (a) above is 402 Railroad Avenue, Suite 201, Danville, California 94526.

 

(c)      TSV I is an investment corporation. BCP II is an investment partnership. BLGP I is an investment management firm that provides investment management services to private investment funds. BLGP I is the sole general partner of BCP II. This principal occupation of Mr. Kraus is to act as an advisor to various private investment firms. The principal occupation of Messrs. Shuda and Bacci is to act as managing directors of BLGP I. Subsection (b) above lists the mailing address of each of Messrs. Kraus, Shuda and Bacci.

 

(d)      None of the Reporting Entities nor Messrs. Kraus, Shuda and Bacci has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)      None of the Reporting Entities nor Messrs. Kraus, Shuda and Bacci has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order.

 

(f)      TSV I is a Cayman Islands exempt company. BCP II is a Delaware limited partnership. BLGP I is a Delaware limited liability company. Each of Messrs. Kraus, Shuda and Bacci is a citizen of the United States.

Item 3. Source and Amount of Funds

All of the funds used in making the purchase of the Shares described in Item 5 of this Schedule 13D came from the working capital of the Funds.

Page 5 of 9


 

Item 4. Purpose of the Transaction

The Reporting Entities have purchased the Shares described in Item 5 of this Schedule 13D for investment purposes. The Reporting Entities believe the Company’s shares are undervalued and that this is due, in large part, to the public markets temporarily having lost interest in the prospects of small companies such as ADAM. The Reporting Entities currently have no plans that relate to or that would result in any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D, however, the BlueLine Entities regularly explore the potential of value creating opportunities, including those that could result in such transactions.

Item 5. Interest in Securities of the Issuer

     
(a)     As of the date of this Schedule 13D, each of the Reporting Entities may be deemed to own 915,854 shares of Common Stock (the “Shares”). The Shares represent approximately 9.0% of the shares of Common Stock outstanding based on 10,152,019 shares of the Company’s Common Stock outstanding at May 8, 2009 as reported in the Company’s Form 10-K for the Company’s fiscal quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on May 14, 2009.

 

     The Reporting Entities are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. Each Reporting Entity expressly disclaims beneficial ownership of any of the shares of Common Stock other than those reported herein as being owned by it.

(b)     As of the date of this Schedule 13D, TSV I has sole voting power and sole dispositive power with respect to 894,864 shares of the Common Stock of the Company and the BlueLine Entities have shared voting power and shared dispositive power with respect to 20,990 shares of the Common Stock of the Company.

 

(c)      The following table details the transactions effected during the past sixty days or since the most recent filing of a Schedule 13D, whichever is less, by Reporting Entities (each of which was effected in an ordinary brokerage transaction).


TSV I

 

Date

No. of Shares

Price per Share

6/15/2009

109,336

$ 2.40

6/16/2009

69,359

$ 2.46

6/18/2009

81,300

$ 2.70

6/19/2009

10,000

$ 2.71

6/22/2009

69,339

$ 2.70

6/23/2009

3,365

$ 2.72

6/24/2009

5,800

$ 2.72

6/25/2009

498

$ 2.72

6/26/2009

3,000

$ 2.85

6/29/2009

146

$ 2.84

6/30/2009

5,700

$ 2.90

7/1/2009

1,621

$ 2.85

 

Page 6 of 9


7/2/2009

8,711

$ 2.84

7/7/2009

4,400

$ 2.89

7/8/2009

3,105

$ 2.85

7/9/2009

2,600

$ 2.84

7/10/2009

7,565

$ 2.85

7/13/2009

2,875

$ 2.76

7/14/2009

43,900

$ 2.80

7/15/2009

48,707

$ 2.80

7/17/2009

173,300

$ 2.75

7/20/2009

89,689

$ 2.85

7/21/2009

68,200

$ 2.86

7/22/2009

2,318

$ 2.90

7/23/2009

16,130

$ 2.84

7/24/2009

63,900

$ 2.80



 

To the knowledge of the Reporting Entities, none of the executive officers or directors of TSV I or BLGP I has engaged in any transaction in any shares of the Issuer’s Common Stock during the sixty days immediately preceding the date hereof.

(d)     No person (other than the Reporting Entities) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares that are the subject of this Schedule 13D.

(e)     

Not applicable.



Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Entities have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments hereto, which is attached hereto as Exhibit A.

Item 7. Materials to be Filed as Exhibits

 

1.     

Exhibit A – Joint Filing Agreement dated July 27, 2009, signed by each of the Reporting Entities in order to confirm that this Schedule 13D is being filed on behalf of each of the Reporting Entities.


Page 7 of 9



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.

Date: July 27, 2009

Blue TSV I, LTD
 
 
By:
/s/ John Steven Kraus_______
Name: John Steven Kraus
Title: Director
 
BlueLine Capital Partners II, L.P.
 
By: BlueLine Partners, L.L.C.
     Its: General Partner
 
By:
/s/ Scott A. Shuda_________
Name: Scott A. Shuda
Title: Managing Director
 
BlueLine Partners, L.L.C.
 
 
By:
/s/ Scott A. Shuda________
Name: Scott A. Shuda
Title: Managing Director

 

Page 8 of 9


EXHIBIT A

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Date: July 27, 2009

Blue TSV I, LTD
 
 
By:
__/s/ John Steven Kraus__
Name: John Steven Kraus
Title: Director
 
BlueLine Capital Partners II, L.P.
 
By: BlueLine Partners, L.L.C.
     Its: General Partner
 
By:
__/s/ Scott A. Shuda_____

Name: Scott A. Shuda
Title: Managing Director
 
BlueLine Partners, L.L.C.
 
 
By:
___/s/ Scott A. Shuda____
Name: Scott A. Shuda
Title: Managing Director
 

Page 9 of 9

 

 

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