Schedule 13D Amendment No. 1

-----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, E7tzZYWtFldln/pdbb0+jsfLosmUscAmaHayRcn1B7pf0CjcX2pdsmrAHvLqBml9 Lh5buyv9SmTsTpEwDtIozg== 0001193125-05-202458.txt : 20051017 0001193125-05-202458.hdr.sgml : 20051017 20051017152200 ACCESSION NUMBER: 0001193125-05-202458 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051017 DATE AS OF CHANGE: 20051017 GROUP MEMBERS: CHESTNUT STREET PARTNERS, INC. GROUP MEMBERS: CHESTNUT VENTURE PARTNERS, L.P. GROUP MEMBERS: M/C VENTURE INVESTORS, LLC GROUP MEMBERS: M/C VP V, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARTISOFT INC CENTRAL INDEX KEY: 0000877931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 860446453 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41833 FILM NUMBER: 051140885 BUSINESS ADDRESS: STREET 1: 5 CAMBRIDGE CENTER STREET 2: 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6173540600 MAIL ADDRESS: STREET 1: 5 CAMBRIDGE CENTER STREET 2: 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: M/C Venture Partners V, L.P. CENTRAL INDEX KEY: 0001297712 IRS NUMBER: 043526474 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 75 STATE STREET, SUITE 2500 CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-345-7234 MAIL ADDRESS: STREET 1: 75 STATE STREET, SUITE 2500 CITY: BOSTON STATE: MA ZIP: 02109 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)*

ARTISOFT, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

04314L 20 5

(CUSIP Number)

JOHN P. WARD

75 STATE STREET, SUITE 2500

BOSTON, MASSACHUSETTS 02109

(617) 345-7200

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

SEPTEMBER 28, 2005

(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), 13d-1(f) or 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 (“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. 04314L 20 5		13D		PAGE 2 OF 10 PAGES


1		NAMES OF REPORTING PERSONS. M/C Venture Partners V, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 04-3526474
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
3		SEC USE ONLY
4		SOURCE OF FUNDS 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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

23,062,410

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

23,062,410


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,062,410
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.0%
14		TYPE OF REPORTING PERSON PN


CUSIP NO. 04314L 20 5		13D		PAGE 3 OF 10 PAGES


1		NAMES OF REPORTING PERSONS. M/C VP V, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 04-3526473
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

23,062,410

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

23,062,410


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,062,410
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.0%
14		TYPE OF REPORTING PERSON PN


CUSIP NO. 04314L 20 5		13D		PAGE 4 OF 10 PAGES


1		NAMES OF REPORTING PERSONS. M/C Venture Investors, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 04-3459400
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
3		SEC USE ONLY
4		SOURCE OF FUNDS 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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

23,062,410

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

23,062,410


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,062,410
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.0%
14		TYPE OF REPORTING PERSON PN


CUSIP NO. 04314L 20 5		13D		PAGE 5 OF 10 PAGES


1		NAMES OF REPORTING PERSONS. Chestnut Venture Partners, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 04-3545072
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
3		SEC USE ONLY
4		SOURCE OF FUNDS 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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

23,062,410

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

23,062,410


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,062,410
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.0%
14		TYPE OF REPORTING PERSON PN


CUSIP NO. 04314L 20 5		13D		PAGE 6 OF 10 PAGES


1		NAMES OF REPORTING PERSONS. Chestnut Street Partners, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 04-2922556
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

23,062,410

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

23,062,410


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,062,410
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.0%
14		TYPE OF REPORTING PERSON CO


CUSIP NO. 04314L 20 5		13D		PAGE 7 OF 10 PAGES

Item 1. Security and Issuer

This Statement on Schedule 13D relates to the Common Stock, par value $0.01 per share (“Common Stock”), of Artisoft, Inc., a corporation incorporated under the laws of the State of Delaware (“Artisoft” or the “Issuer”). The principal executive office of the Issuer is located at 5 Cambridge Center, Cambridge, Massachusetts 02142.

Item 2. Identity and Background

(a) This Statement is being filed by (1) M/C Venture Partners V, L.P. (“M/C Venture Partners V”); (2) M/C VP V, LLC (“M/C VP V”), which is the sole general partner of M/C Venture Partners V; (3) M/C Venture Investors, LLC (“M/C Venture Investors”); (4) Chestnut Venture Partners, L.P. (“Chestnut Venture Partners”); and (5) Chestnut Street Partners, Inc. (“Chestnut Street Partners”), which is the sole general partner of Chestnut Venture Partners (each a “Reporting Person” and collectively, the “Reporting Persons”).

(b) The residence or business address of each of the Reporting Persons is 75 State Street, Suite 2500, Boston, Massachusetts 02109.

(c) The principal business of M/C Venture Partners V, M/C Venture Investors and Chestnut Venture Partners is investing in securities and other investment instruments. The principal business of M/C VP V and Chestnut Street Partners is to act as general partner of M/C Venture Partners V and Chestnut Venture Partners, respectively.

(d)(e) During the last five years, none of the persons listed in Item 2(a) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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.

(f) Each of M/C Venture Partners V and Chestnut Venture Partners are Delaware limited partnerships. Each of M/C VP V and M/C Venture Investors are Delaware limited liability companies. Chestnut Street Partners is a Delaware corporation.

Item 3. Source and Amount of Funds or Other Consideration

On September 28, 2005, M/C Venture Partners V acquired 4,352,109 shares of Common Stock of the Issuer for a total purchase price of $4,955,311.31. The working capital of M/C Venture Partners V was the source of funds for this purchase. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities. In addition, on September 28, 2005, M/C Venture Partners V acquired a warrant to purchase 836,318 shares of Common Stock of the Issuer in satisfaction of outstanding liquidated damages arising out of the Issuer’s failure to register shares of Common Stock issued to M/C Venture Partners V pursuant to that certain Stock Purchase Agreement dated as of September 28, 2004.

On September 28, 2005, M/C Venture Investors acquired 177,743 shares of Common Stock of the Issuer for a total purchase price of $202,378.18. The working capital of M/C Venture Investors was the source of funds for this purchase. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities. In addition, on September 28, 2005, M/C Venture Investors acquired a warrant to purchase 15,579 shares of Common Stock of the Issuer in satisfaction of outstanding liquidated damages arising out of the Issuer’s failure to register shares of Common Stock issued to M/C Venture Investors pursuant to that certain Stock Purchase Agreement dated as of September 28, 2004.

On September 28, 2005, Chestnut Venture Partners acquired 81,074 shares of Common Stock of the Issuer for a total purchase price of $92,310.86. The working capital of Chestnut Venture Partners was the source of funds for this purchase. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities. In addition, on September 28, 2005, Chestnut Venture Partners acquired a warrant to purchase 34,156 shares of Common Stock of the Issuer in satisfaction of outstanding liquidated damages arising out of the Issuer’s failure to register shares of Common Stock issued to Chestnut Venture Partners pursuant to that certain stock purchase agreement dated as of September 28, 2004.

Item 4. Purpose of Transaction

The Reporting Persons acquired and continue to hold the shares of Common Stock reported herein for investment purposes. The Reporting Persons intend to review continuously their position in the Issuer. Depending on market conditions and other factors that the Reporting Persons may deem relevant to their investment decisions, the Reporting Persons may in the future acquire additional shares of Common Stock, or options or other derivative securities related to the Common Stock, in the open market or in privately negotiated purchases or otherwise and may also, depending on then-current circumstances, dispose of all or a portion of its shares of Common Stock, or options or other derivative securities related to the shares of Common Stock, in one or more transactions, in each case to the extent then permitted by applicable law and regulation.

Each of M/C Venture Partners V, M/C Venture Investors and Chestnut Venture Partners (collectively, the “M/C Entities”) acquired its respective shares of Common Stock pursuant to a stock purchase agreement, entered into as of September 28, 2005 by and between the Issuer, the M/C Entities and the other investors named therein (the “Stock Purchase Agreement”). The Stock Purchase Agreement provides for the purchase and sale of an aggregate of 11,329,785 shares of Common Stock at a price per share of $1.1386, and includes standard representations and warranties of the Issuer and the investors, as well as additional terms and conditions, including those set forth below. The representations and warranties will survive for one year after the closing. Artisoft has agreed to indemnify the investors and specified related parties against damages with respect to breaches of the representations, warranties and covenants of Artisoft in the Stock Purchase Agreement. The Stock Purchase Agreement may be modified, waived or amended pursuant to an instrument in writing signed by the Issuer and with investors constituting a majority-in-interest of the shares held by the


CUSIP NO. 04314L 20 5		13D		PAGE 8 OF 10 PAGES

investors (subject to certain conditions). In addition, the M/C Entities acquired warrants to purchase up to an aggregate of 886,053 shares of Common Stock in satisfaction of outstanding liquidated damages arising out of the Issuer’s failure to register shares of Common Stock issued to the M/C Entities pursuant to that certain stock purchase agreement dated as of September 28, 2004.

BOARD OF DIRECTORS

The Stock Purchase Agreement provides that the size of Artisoft’s board of directors be set at seven members, with the board initially consisting of (1) the chief executive officer of Artisoft, (2) one member designated by the former holders of Artisoft’s series B preferred stock, (3) one member designated by the former holders of Artisoft’s series C preferred stock, (4) two members designated by the M/C Entities and (5) two other directors designated by mutual agreement of the M/C Entities and Artisoft’s board of directors. Pursuant to these provisions, the M/C Entities have designated John P. Ward and Matthew J. Rubins as directors of Artisoft and the M/C Entities and Artisoft’s board of directors have mutually agreed to designate Michael P. Downey and Francis E. Girard, each an existing Artisoft director, as Artisoft directors.

Following March 28, 2006, the Stock Purchase Agreement provides that Artisoft’s board of directors will consist of (1) its chief executive officer, (2) one member designated by Special Situations Fund III, L.P., another investor under the Stock Purchase Agreement, so long as Special Situations Fund III, L.P. and its affiliates continue to beneficially own at least 50% of the shares of Artisoft’s common stock acquired upon the conversion of their shares of Artisoft’s series B preferred stock, and otherwise, one member designated by the former holders of Artisoft’s series B preferred stock and series C preferred stock, (3) two members designated by the M/C Entities and (4) three directors with relevant industry experience designated by the M/C Entities and Artisoft’s board of directors.

The investors’ designees are entitled to membership on the compensation and nominating committees of the board of directors.

COVENANTS

Artisoft’s affirmative covenants under the Stock Purchase Agreement include obligations related to providing specified significant investors with a right of first refusal on future issuances of securities by Artisoft; seeking a listing of its common stock on the Nasdaq National Market, Nasdaq SmallCap Market or the American Stock Exchange; including the approval of the directors designated by M/C Venture Partners; using a portion of the proceeds from the financing for the acquisition of substantially all of the assets and certain liabilities of Comdial Corporation pursuant to the terms of an asset purchase agreement entered into on September 1, 2005; maintaining insurance; indemnifying and reimbursing the expenses of directors; removing the legends on the certificates representing the shares purchased by the investors (subject to liquidated damages if such removal is delayed); providing information required by Rule 144 under the Securities Act of 1933; and amending Artisoft’s certificate of incorporation to the extent necessary to reflect the transactions contemplated by the Stock Purchase Agreement, including to increase the amount of authorized but unissued Common Stock to 250,000,000 or such other number as is recommended or approved by Artisoft’s board of directors, such approval to include the approval of the directors designated by M/C Venture Partners.

Artisoft’s negative covenants relate to obligations not to, without the prior consent of the M/C Entities, enter into a transaction involving a change in control of Artisoft; incur indebtedness in excess of $3.0 million; create any security with an equity component unless that security is junior to the common stock or, subject to specified exceptions, issue any equity securities; transfer its intellectual property; repurchase, redeem or pay dividends on any shares of capital stock (except for dividends or other distributions payable on the common stock solely in the form of additional shares of common stock); grant stock options that are not authorized by a vote of the board of directors or its compensation committee; liquidate or dissolve; change the size of Artisoft’s board of directors; amend Artisoft’s certificate of incorporation, except as discussed above, or bylaws; change the nature of Artisoft’s business; or alter the voting rights of shares of Artisoft’s capital stock in a disparate manner.

REGISTRATION RIGHTS

Artisoft has agreed to register, under the Securities Act of 1933, the shares issued and sold under the Stock Purchase Agreement for resale by the investors. Artisoft has agreed to file with the Securities and Exchange Commission the registration statement with respect to this registration on or before December 12, 2005 (the earlier of the date such registration statement is actually filed or is required to be filed is the “Filing Date”) and to use its best efforts to cause the registration statement to become effective on or before the date that is the earliest of (1) in the event of no review by the staff of the SEC (the “Staff”), within 5 days of being informed by the Staff that the Staff has decided not to review the registration statement, but in no event later than 30 days after the Filing Date, (2) in the event of a review by the Staff, within 5 days of being informed by the Staff that the Staff have no further comments on such registration statement, but in no event later than 90 days after the Filing Date (the earliest of (1) and (2) thereof, the “Required Effective Date”). If the registration statement i) is not filed on or before the Filing Date, ii) is not declared effective by the SEC on or prior to the Required Effective Date, or iii) after being declared effective, ceases to be effective and available for any continuous period that exceeds 30 days or for one or more periods that exceed in the aggregate 60 days in any 12-month period, Artisoft will be required to pay each investor in the financing liquidated damages in an amount equal to 1% of the aggregate purchase price paid by the investor under the purchase agreement (not to exceed 9% of such purchase price, in the aggregate). Artisoft has also made other customary agreements regarding this registration, including matters relating to indemnification; maintenance of the registration statement; payment of expenses; and compliance with state “blue sky” laws.

Except as set forth in this Item 4 and Item 6, the Reporting Persons have no plans or proposals that relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D. However, the Reporting Persons reserve the right from time to time to formulate plans or proposals regarding the Issuer or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, to the extent it deems advisable.


CUSIP NO. 04314L 20 5		13D		PAGE 9 OF 10 PAGES

Item 5. Interest in Securities of the Issuer.

(a) (b) As of the date of this Statement, M/C Venture Partners V is the record holder of 20,931,572 shares of Common Stock (the “M/C Venture Partners V Shares”), M/C Venture Investors is the record holder of 486,595 shares of Common Stock (the “M/C Venture Investors Shares”) and Chestnut Venture Partners is the record holder of 758,190 shares of Common Stock (the “Chestnut Venture Partners Shares”). As sole general partner of M/C Venture Partners V, M/C VP V may be deemed to beneficially own the M/C Venture Partners V Shares. As sole general partner of Chestnut Venture Partners, Chestnut Street Partners may be deemed to beneficially own the Chestnut Venture Partners Shares. By virtue of their relationship as affiliated limited partnerships, whose general partners have overlapping individual general partners, managing members and stockholders, as the case may be, each of M/C Venture Partners V, M/C Venture Investors and Chestnut Venture Partners may be deemed to share the power to direct the disposition and vote of the M/C Venture Partners V Shares, the M/C Venture Investors Shares and the Chestnut Venture Partners Shares, for an aggregate of 23,062,410 shares of Common Stock (the “Record Shares”). The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-1(b)(ii)(H). Each Reporting Person also expressly disclaims beneficial ownership of any shares of Common Stock of the Issuer, except for the shares, if any, such Reporting Person holds of record.

The Record Shares represent approximately 47.0% of the Common Stock outstanding, based upon (i) 36,497,546 shares of Common Stock reported by the Issuer to be outstanding as of March 31, 2005, (ii) 11,329,785 shares of Common Stock issued pursuant to the Stock Purchase Agreement, and (iii) warrants for the purchase of up to an aggregate of 1,218,673 shares of Common Stock issued pursuant to the Stock Purchase Agreement.

(c)

None of the Reporting Persons has effected any transactions in the shares of Common Stock in the past sixty days, other than the transactions described herein.

(d)

Not applicable.

(e)

Not applicable.

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

On September 28, 2005, the Issuer entered into voting agreements (the “Voting Agreements”) with each of the M/C Entities, whereby each of the M/C Entities separately agreed to vote for the approval of the amendment of the Issuer’s certificate of incorporation to reflect the transactions contemplated by the Stock Purchase Agreement, including to increase the amount of authorized but unissued Common Stock to 250,000,000 or such other number as is recommended or approved by the Issuer’s board of directors, such approval to include the approval of the directors designated by M/C Venture Partners.

On September 28, 2005, the Issuer entered into warrant agreements (the “Warrants”) with each of the M/C Entities, in satisfaction of outstanding liquidated damages arising out of the Issuer’s failure to register shares of Common Stock issued to each of the M/C Entities pursuant to that certain Stock Purchase Agreement dated as of September 28, 2004.

Except for the Voting Agreements, the Stock Purchase Agreement and the transactions described in this Statement, none of the Reporting Persons have any contract, arrangement, understanding or relationship (legal or otherwise) with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such 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 1.		Agreement of Joint Filing (filed herewith).

Exhibit 2.		Stock Purchase Agreement, dated as of September 28, 2005, by and among Artisoft, Inc., and the investors set forth therein and incorporated by reference to Exhibit 10.26 to the Issuer’s Annual Report on Form 10-K filed with the Commission on October 13, 2005.

Exhibit 3.		Form of Voting Agreement, dated as of September 28, 2005, by and between Artisoft, Inc. and each of the M/C Entities and incorporated by reference to Exhibit 4.8 to the Issuer’s Annual Report on Form 10-K filed with Commission on October 13, 2005.

Exhibit 4.		Form of Warrant, dated as of September 28, 2005, by and between Artisoft, Inc. and each of the M/C Entities and incorporated by reference to Exhibit 4.7 to the Issuer’s Annual Report on Form 10-K filed with the Commission on October 13, 2005 and exercisable for the number of shares as set forth below:

		M/C Venture Partners V - 836,318 shares of Common Stock M/C Venture Investors - 15,579 shares of Common Stock Chestnut Venture Partners - 34,156 shares of Common Stock


CUSIP NO. 04314L 20 5		13D		PAGE 10 OF 10 PAGES

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies 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.

Date: October 17, 2005


M/C VENTURE PARTNERS V, L.P.

By:		M/C VP V, LLC

By:		/s/ John P. Ward
		John P. Ward, Manager

M/C VP V, LLC

By:		/s/ John P. Ward
		John P. Ward, Manager

M/C VENTURE INVESTORS, LLC

By:		/s/ John P. Ward
		John P. Ward, Manager

CHESTNUT VENTURE PARTNERS, L.P.

By:		CHESTNUT STREET PARTNERS, INC.

By:		/s/ John P. Ward
		John P. Ward, as Attorney in Fact

CHESTNUT STREET PARTNERS, INC.

By:		/s/ John P. Ward
		John P. Ward, as Attorney in Fact

EX-1 2 dex1.htm AGREEMENT OF JOINT FILING Agreement of Joint Filing

Exhibit 1

AGREEMENT OF JOINT FILING

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

EXECUTED this 17th day of October, 2005.


M/C VENTURE PARTNERS V, L.P.

By:		M/C VP V, LLC

By:		/s/ John P. Ward
		John P. Ward, Manager

M/C VP V, LLC

By:		/s/ John P. Ward
		John P. Ward, Manager

M/C VENTURE INVESTORS, LLC

By:		/s/ John P. Ward
		John P. Ward, Manager

CHESTNUT VENTURE PARTNERS, L.P.

By:		CHESTNUT STREET PARTNERS, INC.

By:		/s/ John P. Ward
		John P. Ward, as Attorney in Fact

CHESTNUT STREET PARTNERS, INC.

By:		/s/ John P. Ward
		John P. Ward, as Attorney in Fact

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