0001193125-11-202941.txt : 20110729 0001193125-11-202941.hdr.sgml : 20110729 20110729164631 ACCESSION NUMBER: 0001193125-11-202941 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110729 DATE AS OF CHANGE: 20110729 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORKSTREAM INC CENTRAL INDEX KEY: 0001095266 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57881 FILM NUMBER: 11997932 BUSINESS ADDRESS: STREET 1: 485 N. KELLER ROAD STREET 2: SUITE 500 CITY: MAITLAND STATE: FL ZIP: 32751 BUSINESS PHONE: 407-475-5500 MAIL ADDRESS: STREET 1: 485 N. KELLER ROAD STREET 2: SUITE 500 CITY: MAITLAND STATE: FL ZIP: 32751 FORMER COMPANY: FORMER CONFORMED NAME: E CRUITER COM INC DATE OF NAME CHANGE: 19990917 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: First Advantage Offshore Services, Private Ltd CENTRAL INDEX KEY: 0001526066 IRS NUMBER: 000000000 STATE OF INCORPORATION: K7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: UNIT 1, LEVEL 1, EXPLORER BUILDING STREET 2: INTERNATIONAL TECHPARK, WHITEFIELD RD. CITY: BANGALORE STATE: K7 ZIP: 560066 BUSINESS PHONE: 91 80 4011 9500 MAIL ADDRESS: STREET 1: UNIT 1, LEVEL 1, EXPLORER BUILDING STREET 2: INTERNATIONAL TECHPARK, WHITEFIELD RD. CITY: BANGALORE STATE: K7 ZIP: 560066 FORMER COMPANY: FORMER CONFORMED NAME: First Advantage Offshore Services Private Ltd DATE OF NAME CHANGE: 20110718 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No.     )*

 

 

 

Workstream Inc.

(Name of Issuer)

 

 

 

Common Stock, no par value

(Title of Class of Securities)

 

981402100

(CUSIP Number)

 

Symphony Technology Group, LLC

2475 Hanover Street

Palo Alto, CA 94304

Attn: Chief Financial Officer

Telephone: (650) 935-9500

with copies to:

 

Bret T. Jardine, Esq.

General Counsel

STG -Fairway Holdings, Inc. d/b/a/First Advantage Corporation

100 Carillon Parkway

St. Petersburg, FL 33716

Telephone: (727) 290-1000

 

Steve L. Camahort

Shearman & Sterling LLP

Four Embarcadero Center, Suite 3800

San Francisco, CA 94111

Telephone: (415) 616-1100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

July 15, 2011

(Date of Event Which Require 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*   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 disclosures provided in a prior cover page.

The information required on 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 (“Exchange 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. 981402100

 

 

  1   

NAMES OF REPORTING PERSONS.

 

First Advantage Offshore Services, Private Limited

  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)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    India

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    333,333

     9   

SOLE DISPOSITIVE POWER

 

    0

   10       

SHARED DISPOSITIVE POWER

 

    333,333

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    333,333

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    11.59%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO

 

 

Page 2 of 17 pages


CUSIP No. 981402100  

 

  1   

NAMES OF REPORTING PERSONS.

 

First Advantage Indian Holdings, LLC

  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)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

    333,333

     9   

SOLE DISPOSITIVE POWER

 

    0

   10       

SHARED DISPOSITIVE POWER

 

    333,333

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    333,333

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*

 

    11.59%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO

 

 

Page 3 of 17 pages


CUSIP No. 981402100  

 

  1   

NAMES OF REPORTING PERSONS.

 

STG - Fairway B.V.

  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)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Netherlands

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    333,333

     9   

SOLE DISPOSITIVE POWER

 

    0

   10       

SHARED DISPOSITIVE POWER

 

    333,333

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    333,333

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*

 

    11.59%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO

 

 

Page 4 of 17 pages


CUSIP No. 981402100  

 

  1   

NAMES OF REPORTING PERSONS.

 

STG - Fairway Cooperatief UA

  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)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Netherlands

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    333,333

     9   

SOLE DISPOSITIVE POWER

 

    0

   10       

SHARED DISPOSITIVE POWER

 

    333,333

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    333,333

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*

 

    11.59%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO

 

 

Page 5 of 17 pages


CUSIP No. 981402100  

 

  1   

NAMES OF REPORTING PERSONS.

 

STG - Fairway Acquisitions, Inc.

  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)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

    333,333

     9   

SOLE DISPOSITIVE POWER

 

    0

   10       

SHARED DISPOSITIVE POWER

 

    333,333

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    333,333

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*

 

    11.59%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    CO

 

 

Page 6 of 17 pages


CUSIP No. 981402100  

 

  1   

NAMES OF REPORTING PERSONS.

 

STG - Fairway Holdings, Inc.

  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)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

    333,333

     9   

SOLE DISPOSITIVE POWER

 

    0

   10       

SHARED DISPOSITIVE POWER

 

    333,333

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    333,333

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*

 

    11.59%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    CO

 

 

Page 7 of 17 pages


CUSIP No. 981402100  

 

  1   

NAMES OF REPORTING PERSONS.

 

STG - Fairway Holdings, LLC

  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)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

    333,333

     9   

SOLE DISPOSITIVE POWER

 

    0

   10       

SHARED DISPOSITIVE POWER

 

    333,333

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    333,333

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)*

 

    11.59%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO

 

 

Page 8 of 17 pages


CUSIP No. 981402100  

 

  1   

NAMES OF REPORTING PERSONS.

 

STG III, 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)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

    333,333

     9   

SOLE DISPOSITIVE POWER

 

    0

   10       

SHARED DISPOSITIVE POWER

 

    333,333

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    333,333

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*

 

    11.59%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    PN

 

 

Page 9 of 17 pages


CUSIP No. 981402100  

 

  1   

NAMES OF REPORTING PERSONS.

 

STG III-A, 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)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

    333,333

     9   

SOLE DISPOSITIVE POWER

 

    0

   10       

SHARED DISPOSITIVE POWER

 

    333,333

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    333,333

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*

 

    11.59%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    PN

 

 

Page 10 of 17 pages


CUSIP No. 981402100  

 

  1   

NAMES OF REPORTING PERSONS.

 

STG III GP, 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)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

    333,333

     9   

SOLE DISPOSITIVE POWER

 

    0

   10       

SHARED DISPOSITIVE POWER

 

    333,333

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    333,333

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*

 

    11.59%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    PN

 

 

Page 11 of 17 pages


CUSIP No. 981402100  

 

  1   

NAMES OF REPORTING PERSONS.

 

STG UGP, LLC.

  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)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

    333,333

     9   

SOLE DISPOSITIVE POWER

 

    0

   10       

SHARED DISPOSITIVE POWER

 

    333,333

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    333,333

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)*

 

    11.59%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO

 

 

Page 12 of 17 pages


CUSIP No. 981402100  

 

  1   

NAMES OF REPORTING PERSONS.

 

Dr. Romesh Wadhwani.

  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)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    333,333

     9   

SOLE DISPOSITIVE POWER

 

    0

   10       

SHARED DISPOSITIVE POWER

 

    333,333

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    333,333

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*

 

    11.59%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

 

Page 13 of 17 pages


The information set forth in response to each separate item below shall be deemed to be a response to all Items where such information is relevant.

 

Item 1. Security and Issuer:

This statement on Schedule 13D (this “Schedule 13D”) relates to the shares of common stock, no par value (“Common Stock”), of Workstream Inc., a Canadian corporation (the “Issuer”). The principal executive offices of the Issuer are located at 485 N. Keller Road, Suite 500, Maitland, FL 32751.

 

Item 2. Identity and Background.

(a) This Schedule 13D is being filed jointly by the following (each a “Reporting Person” and collectively, the “Reporting Persons”): (1) First Advantage Offshore Services, Private Limited, a Indian private limited company (“FAOSPL”); (2) First Advantage Indian Holdings, LLC, a Delaware limited liability company (“FAIH”); (3) STG - Fairway B.V., a company organized under the laws of the Netherlands (“STG - Fairway”); (4) STG - Fairway Cooperatief UA, a cooperative organized under the laws of the Netherlands (“STG - Cooperatief”); (5) STG - Fairway Acquisitions, Inc., a Delaware corporation (“STG - Acquisitions”); (6) STG - Fairway Holdings, Inc., a Delaware corporation; (7) STG - Fairway Holdings, LLC, a Delaware limited liability company; (8) STG III, L.P., a Delaware limited partnership (“STG III”); (9) STG III-A, L.P., a Delaware limited partnership (“STG III-A”); (10) STG III GP. L.P., a Delaware limited partnership (“STG III GP”); (11) STG UGP, LLC, a Delaware limited liability company (“STG UGP”); and (12) Dr. Romesh Wadhwani (“Dr. Wadhwani”).

Attached as Schedule I hereto and incorporated by reference is a list of each executive officer and director of STG - Acquisitions and STG - Fairway Holdings, Inc. (the “Managing Persons”), including their (i) name, (ii) citizenship, (iii) present principal occupation or employment and (iv) name, principal business address of any corporation or other organization in which such employment is conducted.

(b) The business address for each of the Reporting Persons is as follows:

First Advantage Offshore Services, Private Limited

Unit 1, Level 1, Explorer Building, International Techpark (ITPL), Whitefield Road

Bangalore, India 560066

First Advantage Indian Holdings, LLC

100 Carillon Parkway

St. Petersburg, Florida 33716

STG - Fairway B.V.

Prins Bernhardplein 200

1097JB Amsterdam

STG - Fairway Cooperatief UA

Prins Bernhardplein 200

1097JB Amsterdam

STG - Fairway Acquisitions, Inc.

c/o Symphony Technology Group

2475 Hanover Street

Palo Alto, California 94304

STG - Fairway Holdings, Inc.

c/o Symphony Technology Group

2475 Hanover Street

Palo Alto, California 94304

STG - Fairway Holdings, LLC

2475 Hanover Street

Palo Alto, CA 94304

 

Page 14 of 17 pages


STG III, L.P.

2475 Hanover Street

Palo Alto, CA 94304

STG III-A, L.P.

2475 Hanover Street

Palo Alto, CA 94304

STG III GP, L.P.

2475 Hanover Street

Palo Alto, CA 94304

STG UGP, LLC

2475 Hanover Street

Palo Alto, CA 94304

Dr. Romesh Wadhwani

2475 Hanover Street

Palo Alto, CA 94304

(c) The principal business of FAOSPL is providing global information technology services.

The principal business of FAIH is to act as the sole equity holder of FAOSPL.

The principal business of STG - Fairway is to act as a holding company.

The principal business of STG - Cooperatief is acting as a holding company.

The principal business of STG - Acquisitions is acting as a holding company.

The principal business of STG - Fairway Holdings, Inc. is acting as the sole stockholder of STG - Fairway Acquisitions, Inc.

The principal business of STG - Fairway Holdings, LLC is acting as the sole stockholder of STG - Fairway Holdings, Inc.

The principal business of each of STG III and STG III-A is acting as a private investment fund engaged in purchasing, holding and selling investments for its own account.

The principal business of STG III GP is acting as sole general partner of STG III and STG III-A.

The principal business of STG UGP is acting as the sole general partner of STG III GP.

Dr. Wadhwani’s principal occupation is serving as the Chairman and Chief Executive Officer of Symphony Technology Group, LLC (“STG”), and as the sole Manager of STG UGP.

(d) During the last five years, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the Managing Persons, has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) During the last five years, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the Managing Persons, has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any 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.

(f) Except with respect to Dr. Wadhwani, the state or other place of organization for each of the Reporting Persons is identified in (a) above. Dr. Wadhwani is a United States citizen.

 

Page 15 of 17 pages


Item 3. Source and Amount of Funds or Other Consideration.

On July 15, 2011, FAOSPL purchased 333,333 shares of Class A, Series B Preferred Shares of the Issuer (the “Shares”), pursuant to the terms and conditions of that certain Securities Purchase Agreement, dated as of July 14, 2011 (the “Purchase Agreement”), for $1,000,000 (the “Acquisition”). The Shares are convertible into shares of Common Stock of the Issuer on a one-for-one basis at the discretion of FAOSPL and mandatorily upon the occurrence of certain events.

As provided in the Securities Purchase Agreement, in connection with the consummation of the Acquisition, the Issuer’s Board of Directors appointed Marc A. Bala to serve as a member of the Issuer’s Board of Directors, filling an existing vacancy on the Board of Directors. Mr. Bala, age 37, is currently a Principal with STG, a private equity firm with a strategic focus on software and services.

 

Item 4. Purpose of Transaction.

FAOSPL acquired the Shares from the Issuer in a negotiated transaction for investment in the ordinary course of business, as it believed that the Shares, at the Per Share Purchase Price (as defined in the Purchase Agreement), represented an attractive investment opportunity.

The Reporting Persons have no present plan or proposals that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may in the future engage in discussions with management, the board of directors, other stockholders and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the results of any such discussions, the Issuer’s financial position and business strategy, price levels of the Shares, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares or selling some or all of their Shares, engaging in any hedging or similar transactions with respect to the Shares, seeking board representation or taking other action to effect changes in the board composition, ownership structure or operations of the Issuer, encouraging the Issuer to pursue one or more strategic transactions and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons may be deemed to beneficially own an aggregate of 333,333 shares of Common Stock.

The following disclosure assumes there were 2,541,927 shares of Common Stock outstanding as of July 15, 2011, which the Issuer represented to FAOSPL to be the number of shares outstanding as of July 15, 2011. The shares of Common Stock which may be deemed to be beneficially owned by the Reporting Persons represent approximately 11.59% of the outstanding shares of Common Stock as of July 15, 2011. The foregoing percentage was calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically excludes from such calculations all securities not outstanding which are subject to options, warrants, rights or conversion privileges and which are beneficially owned by any person other than the Reporting Persons.

By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Exchange Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by members of the group as a whole. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons beneficially own those shares held by any other members of the group.”

(b) The 333,333 Shares acquired in the Acquisition are owned directly by FAOSPL. FAIH is the sole stockholder of FAOSPL and consequently has the power to vote or direct the voting, or dispose or direct the disposition, of all the Shares. STG - Fairway is the sole member of FAIH and consequently has the power to vote or direct the voting, or dispose or direct the disposition, of all the Shares. STG - Cooperatief is the sole equity owner of STG - Fairway and consequently has the power to vote or direct the voting, or dispose or direct the disposition, of all the Shares. STG - Acquisitions is the majority stockholder and controlling member of STG - Cooperatief and consequently has the power to vote or direct the voting, or dispose or direct the disposition, of all the Shares. STG - Fairway Holdings, Inc. is the sole stockholder of STG - Acquisitions and consequently has the power to vote or direct the voting, or dispose or direct the disposition, of all the Shares. STG - Fairway Holdings, LLC is the sole stockholder of STG - Fairway Holdings, Inc. and

 

Page 16 of 17 pages


consequently has the power to vote or direct the voting, or dispose or direct the disposition, of all the Shares. STG III and STG III-A are the sole members of STG - Fairway Holdings, LLC and consequently have the power to vote or direct the voting, or dispose or direct the disposition, of all the Shares. STG III GP is the sole general partner of STG III and STG III-A and consequently has the power to vote or direct the voting, or dispose or direct the disposition, of all the Shares. STG UGP is the sole general partner of STG III GP and consequently has the power to vote or direct the voting, or dispose or direct the disposition, of all the Shares. Dr. Wadhwani is the sole Manager of STG UGP and either has sole authority and discretion to manage and conduct the affairs of STG UGP or has veto power over the management and conduct of STG UGP.

FAIH, STG - Fairway, STG - Cooperatief, STG - Acquisitions, STG - Fairway Holdings, Inc., STG - Fairway Holdings, LLC, STG III, STG III-A, STG III GP, STG UGP and Dr. Wadhwani each disclaim beneficial ownership of the Shares held directly by FAOSPL except to the extent of their pecuniary interest therein. The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons share beneficial ownership for purposes of Section 13(d) of the Exchange Act.

(c) Except as described in this Schedule 13D, no transactions in the Common Stock have been effected during the past 60 days by any Reporting Person.

(d) To the knowledge of the Reporting Persons, no other persons besides the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

 

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

The responses set forth in Items 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.

Based on the transactions and relationships described herein, the Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit
No.

  

Document

99.1    Joint Filing Agreement, dated July 29, 2011, by and among First Advantage Offshore Services, Private Limited, First Advantage Indian Holdings, LLC, STG - Fairway B.V., STG - Fairway Cooperatief UA, STG - Fairway Acquisitions, Inc., STG - Fairway Holdings, Inc., STG - Fairway Holdings, LLC, STG III, L.P., STG-IIIA, L.P., STG III GP, L.P., STG UGP, LLC, and Romesh Wadhwani.
99.2    Power of Attorney granted by Dr. Romesh Wadhwani.
 
 

 

Page 17 of 17 pages


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: July 29, 2011      

           FIRST ADVANTAGE PRIVATE LIMITED

By:  

/s/ Bret T. Jardine

Name:   Bret T. Jardine
Title:   Secretary
FIRST ADVANTAGE INDIAN HOLDINGS, LLC
By:  

/s/ Bret T. Jardine

Name:   Bret T. Jardine
Title:   Secretary
STG - FAIRWAY B.V.
By:  

/s/ Bret T. Jardine

Name:   Bret T. Jardine
Title:   Secretary
STG - FAIRWAY COOPERATIEF UA
By:  

/s/ Bret T. Jardine

Name:   Bret T. Jardine
Title:   Secretary
STG - FAIRWAY ACQUISITIONS, INC.
By:  

/s/ Bret T. Jardine

Name:   Bret T. Jardine
Title:   Secretary
STG - FAIRWAY HOLDINGS, INC.
By:  

/s/ Bret T. Jardine

Name:   Bret T. Jardine
Title:   Secretary
STG - FAIRWAY HOLDINGS, LLC.
By:  

/s/ Brad MacMillin

Name:   Brad MacMillin
Title:   Secretary


STG III, L.P.
By:   STG III GP, L.P., its general partner
By:   STG UGP, LLC, its general partner
By:  

/s/ Brad MacMillin

Name:   Brad MacMillin
Title:   Chief Financial Officer
STG III-A, L.P.
By:   STG III GP, L.P., its general partner
By:   STG UGP, LLC, its general partner
By:  

/s/ Brad MacMillin

Name:   Brad MacMillin
Title:   Chief Financial Officer
STG III GP, L.P.
By:   STG UGP, LLC, its general partner
By:  

/s/ Brad MacMillin

Name:   Brad MacMillin
Title:   Chief Financial Officer
STG III UGP, LLC
By:  

/s/ Brad MacMillin

Name:   Brad MacMillin
Title:   Chief Financial Officer
DR. ROMESH WADHWANI
By:  

/s/ Brad MacMillin

Name:   Brad MacMillin
Title:   Authorized Person*

 

* See attached Power of Attorney.


SCHEDULE I

The names, business addresses, present principal occupations, and citizenship of the directors and officers of both STG - Acquisitions and STG - Fairway Holdings, Inc. are set forth below.

 

Name and Business Address

      

Principal Occupation, Employer and Principal Business

  

Citizenship

     

Marc A. Bala

(Secretary and Director)

2475 Hanover Street

Palo Alto, CA 94304

    Principal of Symphony Technology Group, a private
equity fund
   U.S.   

William Chisholm

(President and Director)

2475 Hanover Street

Palo Alto, CA 94304

    Managing Director of Symphony Technology Group,
a private equity fund
   U.S.   


INDEX TO EXHIBITS

 

Exhibit
No.

  

Document

99.1    Joint Filing Agreement, dated July 29, 2011, by and among First Advantage Offshore Services, Private Limited, First Advantage Indian Holdings, LLC, STG - Fairway B.V., STG - Fairway Cooperatief UA, STG - Fairway Acquisitions, Inc., STG - Fairway Holdings, Inc., STG - Fairway Holdings, LLC, STG III, L.P., STG-IIIA, L.P., STG III GP, L.P., STG UGP, LLC, and Romesh Wadhwani.
99.2    Power of Attorney granted by Dr. Romesh Wadhwani
EX-99.1 2 dex991.htm JOINT FILING STATEMENT Joint Filing Statement

Exhibit 99.1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of July 29, 2011, is by and among First Advantage Offshore Services, Private Limited, First Advantage Indian Holdings, LLC, STG - Fairway B.V., STG - Fairway Cooperatief UA, STG - Fairway Acquisitions, Inc., STG - Fairway Holdings, Inc., STG - Fairway Holdings, LLC, STG III, L.P., STG-IIIA, L.P., STG III GP, L.P., STG UGP, LLC, and Dr. Romesh Wadhwani (the “Filers”).

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to the shares of Common Stock, no par value per share, of Workstream Inc. beneficially owned by it from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the Filers hereby agree to be responsible for the timely filing of the Schedule 13G and any amendments thereto on behalf of the Filers, and for the completeness and accuracy of the information concerning itself contained therein. Each of the Filers hereby further agree to file this Joint Filing Agreement as an exhibit to the statement and each such amendment, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.

 

FIRST ADVANTAGE PRIVATE LIMITED
By:  

/s/ Bret T. Jardine

Name:   Bret T. Jardine
Title:   Secretary
FIRST ADVANTAGE INDIAN HOLDINGS, LLC
By:  

/s/ Bret T. Jardine

Name:   Bret T. Jardine
Title:   Secretary
STG - FAIRWAY B.V.
By:  

/s/ Bret T. Jardine

Name:   Bret T. Jardine
Title:   Secretary
STG - FAIRWAY COOPERATIEF UA
By:  

/s/ Bret T. Jardine

Name:   Bret T. Jardine
Title:   Secretary


STG - FAIRWAY ACQUISITIONS, INC.
By:  

/s/ Bret T. Jardine

Name: Bret T. Jardine
Title: Secretary
STG - FAIRWAY HOLDINGS, INC.
By:  

/s/ Bret T. Jardine

Name: Bret T. Jardine
Title: Secretary
STG - FAIRWAY HOLDINGS, LLC.
By:  

/s/ Brad MacMillin

Name: Brad MacMillin
Title: Secretary
STG III, L.P.
By:   STG III GP, L.P., its general partner
By:   STG UGP, LLC, its general partner
By:  

/s/ Brad MacMillin

Name: Brad MacMillin
Title: Chief Financial Officer
STG III-A, L.P.
By:   STG III GP, L.P., its general partner
By:   STG UGP, LLC, its general partner
By:  

/s/ Brad MacMillin

Name: Brad MacMillin
Title: Chief Financial Officer
STG III GP, L.P.
By:   STG UGP, LLC, its general partner
By:  

/s/ Brad MacMillin

Name: Brad MacMillin
Title: Chief Financial Officer
STG III UGP, LLC
By:  

/s/ Brad MacMillin

Name: Brad MacMillin
Title: Chief Financial Officer


DR. ROMESH WADHWANI
By:  

/s/ Brad MacMillin

Name:   Brad MacMillin
Title:     Authorized Person*

 

* See attached Power of Attorney.
EX-99.2 3 dex992.htm POWER OF ATTORNEY Power of Attorney

Exhibit 99.2

POWER OF ATTORNEY

To Prepare and Execute documents Pursuant to sections 13 and 16

of the Securities Exchange Act of 1934, as Amended,

and Rules Thereunder, by and on Behalf of

DR. ROMESH WADHWANI

Know all by these presents, that the undersigned hereby constitutes and appoints Brad MacMillin the undersigned’s true and lawful attorney-in-fact to:

1. prepare, execute, acknowledge, deliver and file, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to Dr. Romesh Wadhwani’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”) (including, without limitation, any Joint Filing Agreement with respect thereto);

2. do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to comply with the requirements of Sections 13 and 16 of the Exchange Act including, but not limited to, executing documents required by said sections of the Exchange Act and effecting timely filing thereof with the SEC and any other authority; and

3. take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of May, 2008.

 

ROMESH WADHWANI
By:  

  /s/  Romesh Wadhwani

Name:   Romesh Wadhwani