-----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, TvSQ24joqUg8SgyzbQM+bokVZrloKRsyE6NdDXa65MuuI5hSJUtAm1fTDqm153fy I/JuSAje/MHDzqBBRFiA3Q== 0000902664-05-002397.txt : 20051220 0000902664-05-002397.hdr.sgml : 20051220 20051220172118 ACCESSION NUMBER: 0000902664-05-002397 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051220 DATE AS OF CHANGE: 20051220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETMANAGE INC CENTRAL INDEX KEY: 0000909793 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770252226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43535 FILM NUMBER: 051276312 BUSINESS ADDRESS: STREET 1: 10725 N DE ANZA BLVD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4089737171 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Frumberg Charles CENTRAL INDEX KEY: 0001314587 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 2125215034 MAIL ADDRESS: STREET 1: 153 EAST 53RD STREET STREET 2: SUITE 26B CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 sc13d.txt NETMANAGE, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D(1) (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) NetManage, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 641144308 - -------------------------------------------------------------------------------- (CUSIP Number) Michael R Littenberg, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 20 , 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. [X] 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. (Continued on following pages) (Page 1 of 13 Pages) - ------------------------------ * 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. 641144308 13D Page 2 of 13 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Emancipation Capital Master, Ltd. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS* 00 - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 342,894 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 342,894 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 342,894 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% (See item 5) - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON * CO - ----------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 641144308 13D Page 3 of 13 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Charles Frumberg - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS* OO - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 342,894 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 342,894 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 342,894 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% (See Item 5) - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON * IN - ----------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 641144308 13D Page 4 of 13 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Daniel Zeff - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS* OO - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 945,971 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 945,971 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 945,971 shares of common stock - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON * IN - ----------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 641144308 13D Page 5 of 13 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Spectrum Galaxy Fund Ltd. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS* WC - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 532,366 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER O OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 532,366 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 532,366 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON * CO - ----------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 641144308 13D Page 6 of 13 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Zeff Capital Partners, I, L.P. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS* WC - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 413,605 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER O OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 413,605 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,605 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON * PN - ----------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 641144308 13D Page 7 of 13 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Zeff Holding Company, LLC - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS* WC - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 413,605 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 413,605 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,605 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% (as converted) - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON * OO - ----------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 641144308 13D Page 8 of 13 Pages Item 1. Security and Issuer. This statement on Schedule 13D relates to the shares ("Shares") of common stock, $0.01 par value, of NetManage, Inc. (the "Issuer"). The principal executive office of the Issuer is located at 20883 Stevens Creek Blvd. Cupertino, CA 95014. This statement supercedes the statement with respect to the Shares previously filed by Mr. Zeff on Schedule 13G on November 7, 2005. Item 2. Identity and Background. (a) This statement is filed by: (i) Emancipation Capital Master, Ltd., a Cayman islands exempted company ("Emancipation Capital"); (ii) Mr. Charles Frumberg ("Mr. Frumberg) who serves as the managing member of Emancipation Management LLC, ("Emancipation Management") which acts as the investment manager of Emancipation Capital, (Emancipation Capital and Mr. Frumberg are sometimes hereinafter referred to collectively as the "Emancipation Filing Persons"); (iii)Spectrum Galaxy Fund Ltd., a company incorporated in the British Virgin Islands ("Spectrum"); (iv) Zeff Capital Partners, I, L.P., a Delaware limited partnership ("Capital"); (v) Zeff Holding Company, LLC, a Delaware limited liability company ("Holding"); (vi) Mr. Daniel Zeff ("Mr. Zeff" and collectively with Spectrum, Capital and Holding, the "Zeff Filing Persons") who provides discretionary investment management services to Zeff Capital Offshore Fund, a class of shares of Spectrum. Mr. Zeff is the sole manager and member of Holding, which in turn serves as the general partner for Capital. Emancipation Management acts as the investment manager of Emancipation Capital. The managing member of Emancipation Management is Charles Frumberg. The Emancipation Filing Persons and the Zeff Filing Persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Each of the Emancipation Filing Persons and Zeff Filing Persons expressly disclaim beneficial ownership of securities held by any person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Persons' management and control. The securities reported herein as being beneficially owned by a Reporting Person do not include any securities held by any other person or entity other than the various accounts under such Reporting Persons' management and control. CUSIP No. 641144308 13D Page 9 of 13 Pages The Reporting Persons have filed this statement jointly because, on December 20, 2005 Emancipation Capital and Holding entered into an agreement (the "Agreement"), as more fully described in Item 6 below, pursuant to which the parties agreed to coordinate their efforts with respect to the proposal of certain actions and/or transactions to the Issuer. As a result, the Emancipation Filing Persons and the Zeff Filing Persons may be deemed to be a "group" for purposes of the Securities Exchange Act of 1934, as amended, and the regulations issued thereunder. Except as described in this statement, the Emancipation Filing Persons, on the one hand, and the Zeff Filing Persons, on the other, have no agreements or understandings between them relating to the acquisition, disposition or voting of the Shares held by them and each expressly disclaims beneficial ownership for all purposes of the Shares held by the other. (b) The address of the principal business and principal office of each of the Emancipation Filing Persons is 1120 Avenue of the Americas, Suite 1504, New York, NY 10036, Tel. (212) 626-2370. The address of the principal business offices of each of the Zeff Filing Persons is 50 California Street, Suite 1500, San Francisco, CA 94111. (c) The principal business of Emancipation Capital is investing. Mr. Frumberg serves as managing member of Emancipation Management. The principal business of Mr. Zeff is that of investing in securities in his capacity as investment manager for Zeff Capital Offshore Fund and as sole manager of Holding. The principal business of Spectrum is that of investing in securities. The principal business of Capital is that of an investment partnership. The principal business of Holding is acting as general partner for Capital. (d) The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Persons have not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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) Mr. Frumberg and Mr. Zeff are US citizens. Item 3. Source and Amount of Funds or Other Consideration. As of December 19, 2005, the aggregate purchase price of 342,894 Shares purchased by the Emancipation Filing Persons collectively was $1,754,243. The Shares beneficially owned by the Emancipation Filing Persons were acquired with investment funds in accounts under management. CUSIP No. 641144308 13D Page 10 of 13 Pages As of December 19, 2005, the aggregate amount of funds used to purchase the Shares held by Capital was $2,391,791.99 and the aggregate amount of funds used to purchase the Shares held by Spectrum was $3,132,350.48, which amounts, in both cases, reflect the incurrence of brokerage commissions. The source of funds used to purchase such shares was working capital of Capital and Spectrum, respectively. Item 4. Purpose of Transaction. The Reporting Persons originally acquired Shares for investment in the ordinary course of business. The Reporting Persons believe that the Shares at current market prices are undervalued and that the maximum value of the Issuer may best be realized through a sale of the Issuer to a third party. The Reporting Persons understand that Attachmate WRQ made an offer to negotiate an acquisition of the Issuer at a market premium which was rejected by the Issuer. One of the Reporting Persons sent a letter to the board of directors of the Issuer requesting them to give serious consideration to this offer. The letter also outlined the Reporting Person's concern about recent negative trends to Issuer's business. A copy of the letter, dated December 6, 2005, is attached as Exhibit 2, and incorporated herein by reference. In the ordinary course of their investment business, from time to time, representatives of the Reporting Persons engage in discussions with the management of companies in which they have invested concerning the business and operations of the company and potential approaches to maximizing shareholder value. The Reporting Persons intend to engage in such discussions with the Issuer, other holders of the Issuer's Shares and/or third parties. The Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, 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, hedging their positions and/or otherwise changing their intentions with respect to any and all matters referred to in Item 4. Item 5. Interest in Securities of the Company. (a) As of December 16, 2005, the Reporting Persons beneficially owned, in the aggregate, approximately 13.8% of the Issuer's outstanding Shares. The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 9,343,217 Shares outstanding, which is the total number of Shares outstanding as of October 26, 2005, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005. CUSIP No. 641144308 13D Page 11 of 13 Pages (b) The Reporting Persons have the following voting and dispositive powers over the Shares reported herein: (i) Emancipation Capital: Beneficial owner, with shared power to vote or direct the vote and to dispose or direct the disposition, of 342,894 Shares, or an aggregate of 3.7% of outstanding Shares. (ii) Mr. Frumberg: Beneficial owner, with shared power to vote or direct the vote and to dispose or direct the disposition, of 342,894 Shares and, or an aggregate of 3.7% of outstanding Shares. (iii) Spectrum: Beneficial owner, with sole power (which power is exercisable by Mr. Zeff as investment manager) to vote or direct the vote and to dispose or direct the disposition, of 532,366 Shares, or an aggregate of 5.7% of outstanding Shares. (iv) Capital: Beneficial owner, with sole power (which power is exercisable by Mr. Zeff as the sole manager of Holding, Capital's general partner) to vote or direct the vote and to dispose or direct the disposition, of 413,605 Shares, or an aggregate of 4.4% of outstanding Shares. (v) Holding: Beneficially owns 413,605 Shares held by Capital, of which Holding is the general partner, or an aggregate of 4.4% of outstanding Shares. (vi) Mr. Zeff: Beneficially owns 945,971, Shares comprised of 532,366 Shares held by Spectrum (Mr. Zeff provides discretionary investment management services to Zeff Capital Offshore Fund, a class of share of Spectrum) and 413,605 Shares held by Capital (Mr. Zeff is the sole manager of Capital's general partner), or an aggregate of 10.1% of outstanding Shares. (c) The following table sets forth all transactions with respect to the Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of the transaction effected through 4:00 pm, New York City time, on December 19, 2005. All such transactions were effected in the open market.
- ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Name Date No. of Shares Price Per Share (4) Transaction Type - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Capital 10/25/05 8,435 5.13 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Capital 10/27/05 3,100 5.08 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Capital 11/07/05 16,078 5.05 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 10/21/2005 5800 5.00 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 10/25/2005 3400 5.00 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 10/27/2005 23730 5.05982 Sale - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 10/28/2005 8847 5.09107 Sale - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 10/31/2005 40000 5.1075 Sale - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 10/31/2005 1690 5.14059 Sale - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 11/23/2005 1000 5.05 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ----------------------
CUSIP No. 641144308 13D Page 12 of 13 Pages
- ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 12/2/2005 3000 5.363 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 12/9/2005 8566 5.33216 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 12/12/2005 9509 5.39864 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 12/13/2005 12000 5.3717 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 12/14/2005 3976 5.35 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 12/15/2005 1542 5.37167 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 12/16/2005 4885 5.40 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ---------------------- Emancipation Capital 12/19/2005 25641 5.40 Purchase - ----------------------------------- ------------------ ----------------- ---------------------- ----------------------
(d) No person (other than the Reporting Persons) 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. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. On December 20, 2005, Emancipation Capital and Holding entered into the Agreement pursuant to which they agreed to coordinate certain of their efforts with respect to the proposal of certain actions and/or transactions to the Issuer. In particular, the Agreement provides that the parties will coordinate communications with the Issuer and any public disclosures, public statements or other third party communications, including the making of any proposals regarding corporate transactions. The parties have agreed to share equally certain expenses incurred by either of them in connection with the furtherance of the activities engaged in by the parties pursuant to the Agreement. The Agreement can be terminated by either party and automatically terminates upon the earlier to occur of (i) the conclusion of the next annual meeting of the Issuer's shareholders and (ii) the announcement by the Issuer that it has entered into a definitive agreement with respect to the sale of all of its Shares to a third party. The foregoing description of the Agreement is a summary only and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 3 hereto and incorporated herein by reference. Except as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer. Item 7. Material to be Filed as Exhibits. 1. Exhibit 1 - Joint Acquisition Statement, as required by Rule 13d-1(k)under the Securities Exchange Act of 1934, as amended. 2. Exhibit 2 - Letter to the Issuer's board of directors dated December 6, 2005. 3. Exhibit 3 - Agreement dated December 20, 2005, between Emancipation Capital and Holding CUSIP No. 641144308 13D Page 13 of 13 Pages 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: December 20, 2005 EMANCIPATION CAPITAL MASTER LTD. By: /s/ Charles Frumberg ------------------------------------------- Name: Charles Frumberg Title: Director CHARLES FRUMBERG /s/ Charles Frumberg - ------------------------------------------- DANIEL ZEFF /s/ Daniel Zeff - ------------------------------------------- ZEFF HOLDING COMPANY, LLC /s/ Daniel Zeff - ------------------------------------------- Name: Daniel Zeff Title: Manager ZEFF CAPITAL PARTNERS I, L.P. By: Zeff Holding Company, LLC, as general partner /s/ Daniel Zeff - ------------------------------------------- Name: Daniel Zeff Title: Manager SPECTRUM GALAXY FUND LTD. /s/ Dion R. Friedland - ------------------------------------------- Name: Dion R. Friedland Title: Director EX-99 2 exhibit_1.txt EXHIBIT 1 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(k) 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 acquisition statements. 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 him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: December 20, 2005 EMANCIPATION CAPITAL MASTER LTD. By: /s/ Charles Frumberg ------------------------------------------- Name: Charles Frumberg Title: Director CHARLES FRUMBERG /s/ Charles Frumberg - ------------------------------------------- DANIEL ZEFF /s/ Daniel Zeff - ------------------------------------------- ZEFF HOLDING COMPANY, LLC /s/ Daniel Zeff - ------------------------------------------- Name: Daniel Zeff Title: Manager ZEFF CAPITAL PARTNERS I, L.P. By: Zeff Holding Company, LLC, as general partner /s/ Daniel Zeff - ------------------------------------------- Name: Daniel Zeff Title: Manager SPECTRUM GALAXY FUND LTD. /s/ Dion R. Friedland - ------------------------------------------- Name: Dion R. Friedland Title: Director EX-99 3 exhibit_2.txt EXHIBIT 2 [GRAPHIC OMITTED][GRAPHIC OMITTED] EMANCIPATION CAPITAL EXHIBIT 2 December 6, 2005 Board of Directors of Netmanage, Inc. c/o Zvi Alon Chairman and Chief Executive Officer 20883 Stevens Creek Blvd. Cupertino, CA 95014 Dear Board Members: Thank you for taking the time to consider our view. We have been Netmanage shareholders for over two years and are increasingly concerned about the contraction of the company's business. The past several years have witnessed persistent deterioration of both license and maintenance revenues. Against this chronically worsening backdrop, we understand that AttachmateWRQ made an offer to negotiate an acquisition of Netmanage at a market premium. We also understand this proposal was rejected out of hand. We are deeply troubled by this and, as a result, the board must give serious consideration to this offer and negotiate in good faith. AttachmateWRQ is a strategic, credible and well-financed suitor that has the means and motivation to acquire Netmanage. As seen in the chart below, revenue continues to decline despite the development (Onweb) and acquisition (Librados) of new products. Most disturbing is the decline in maintenance revenue, which has implications for the value customers perceive they gain from their relationships with Netmanage. Not only does this put at risk the intrinsic value of Netmanage's customer base, but it also bodes poorly for future cash flows. Management's repeatedly stated goal of imminent revenue growth is now over a year old and relies on products that have not gained any traction in the form of incremental revenues. With maintenance now in decline, it is time to consider strategic alternatives. [OBJECT OMITTED] [GRAPHIC OMITTED] We acknowledge management's diligence in paring operating expenses to achieve positive operating and net income. These results, however, are anemic on an operating level as net profit in the latest two quarters was largely driven by interest income and tax credits. Further cuts to prevent cash burn, while laudable, do not cure the fundamental problem facing Netmanage, namely its inability to stabilize, much less increase, revenues. The situation is now quite critical and requires expedient action on your part. Given the daunting challenges and the uncertain outlook outlined above, as well as your fiduciary obligations, we believe you must consider seriously and fairly any credible proposal to acquire the company. We urge you to retain a financial advisor to help assess this and any other indications of interest you may receive from third parties, since the board risks substantial liability by spurning a bona fide cash offer today. Also, since the company's board contains current and former executives, a former relative, and a paid consultant, we would encourage the board to form a special committee of the two remaining genuinely independent directors. While we appreciate management's hard work, the cost of continuing to be wrong about growth prospects would be further stock price degradation to levels that could call into question Netmanage's competitive viability. Clinging to the status quo for historical, sentimental or personal reasons in the face of a clearly superior financial alternative does not serve the interests of all shareholders. This is a consolidating and mature sub-sector and the operating results make it clear Netmanage is being quickly marginalized. The fact that Netmanage has notched year-over-year revenue declines in 9 of the last 11 quarters, calls into serious question either the relevance of the company's product set or the execution of the strategy. Either way, if AttachmateWRQ is willing to offer a premium to Netmanage shareholders for this asset, it would benefit the shareholders. We look forward to your response and would be pleased to share more directly our views at your next meeting. Sincerely, /s/ Charles Frumberg Managing Member EX-99 4 exhibit_3.txt EXHIBIT 3 EXHIBIT 3 AGREEMENT AGREEMENT, made this 20th day of December, 2005, by and among Emancipation Capital Master Ltd, 1120 Avenue of the Americas, Suite 1504, New York, NY 10036 ("Emancipation"), and Zeff Holding Company, LLC, California Street, Suite 1500, San Francisco, CA 94111. ("Zeff"), with respect to NetManage, Inc., a Delaware corporation (the "Company"). R E C I T A L S: - - - - - - - - The Parties wish to enter into this Agreement to coordinate certain of their efforts with respect to the proposal of certain actions and/or transactions to the Company. The parties have no intention, either alone or in concert with another person, to acquire or exercise control of the Company. The parties hereto agree as follows: 1. PRIOR APPROVAL, COORDINATED ACTIVITIES. (a) The parties agree that, without the other party's prior approval, no investment funds, managed accounts and other investment vehicles managed or advised by them or their affiliates shall file any Schedule 13D or any other regulatory filings with respect to the securities of the Company held by the other party. (b) The parties understand and agree that they shall cooperate and coordinate their actions with respect to (i) the manner, form, content and timing of any communications with the Company, (ii) any public disclosures, public statements or other third party communications relating to the Company, (iii) this Agreement and the activities of the parties pursuant to this Agreement, including the making of any proposals regarding corporate transactions, and (iv) any disclosures proposed to be made with respect to the Funds or any of their affiliates in any public statements or regulatory filings. 2. EXPENSES. Each of the parties hereto agrees to obtain prior approval from the other party prior to the incurrence of any expenses and to share equally any expenses reasonably incurred by either party hereto in furtherance of the activities engaged in by the parties pursuant to this Agreement (collectively, "Expenses"). Each of the parties will promptly upon request reimburse the other party for its respective share of any such expenses paid or advanced by such other party. Upon request, the party seeking reimbursement hereunder shall provide the other party with reasonable documentation evidencing its expenses. 3. REGULATORY REPORTING. In the event that any transaction entered into pursuant to this Agreement gives rise to any requirement that a party hereto and/or any of its affiliates file any schedule or report pursuant to the Securities Exchange Act of 1934, as amended (excluding filings on Form 13F), or any other federal, state or regulatory requirement, such person(s) shall, subject to the provisions of this Section 3, make the required filings within the time period required. If any such schedule or report may be filed jointly by the parties and/or their respective affiliates, the parties hereto shall by mutual agreement determine whether to file jointly or individually. If the parties decide to file jointly, Emancipation shall prepare and timely file such filings; PROVIDED that the form and content thereof, as well as the timing of such filings, shall be reasonably satisfactory to each of the filing parties, each of which shall be given the opportunity to review and comment on each such filing a reasonable period of time before such filing is made. In the event that either party elects to make individual filings, the other party shall have the right to review and comment upon all such filings prior to the filing thereof. Each party will cooperate with the other, including by providing all necessary information, in order to facilitate the timely and accurate filing of all joint and individual filings. In the case of any joint filings, the parties shall share equally all costs and expenses associated with such filings. All costs and expenses associated with individual filings shall be borne by the filing party. 4. TERMINATION. This Agreement shall terminate immediately upon receipt of a written notice to terminate from either party to this Agreement. The Agreement shall terminate automatically at the conclusion of the next annual meeting of the Company's shareholders or earlier if the Company shall have announced that it has entered into a definitive agreement whereby all of the Company's common stock is to be acquired by a third party; PROVIDED, HOWEVER, that the provisions set forth in Section 2 hereof and the governing law provisions set forth in Section 5 hereof shall survive any termination of this Agreement. 5. MISCELLANEOUS. The terms and provisions of this Agreement may not be amended, waived or modified except by a writing signed by all of the parties hereto. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement may be executed in counterparts. This Agreement represents the entire agreement between the parties hereto, and supersedes all prior agreements, arrangements or understandings, with respect to the subject matter hereof. [Signature Page Follows] IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the day and year first above written. EMANCIPATION CAPITAL MASTER, LTD. By: /s/ Charles Frumberg ---------------------------------- Name: Charles Frumberg Title: Director ZEFF HOLDING COMPANY, LLC /s/ Daniel Zeff ---------------------------------- Name: Daniel Zeff Title: Manager -----END PRIVACY-ENHANCED MESSAGE-----