SC 13D 1 a07-29794_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

NetManage, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

641144308

(CUSIP Number)

 

Dennis R. Cassell, Esq.

Haynes and Boone, LLP

901 Main Street, Suite 3100

Dallas, Texas 75202

(214) 651-5319

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

 

November 13, 2007

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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.   641144308

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Versata Enterprises, Inc. (20-5135843)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
250,000

 

8.

Shared Voting Power
747,843

 

9.

Sole Dispositive Power
250,000

 

10.

Shared Dispositive Power
747,843

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
997,843

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
10.4%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

2



 

CUSIP No.   641144308

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Trilogy, Inc. (74-2887051)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
250,000

 

8.

Shared Voting Power
747,843

 

9.

Sole Dispositive Power
250,000

 

10.

Shared Dispositive Power
747,843

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
997,843

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
10.4%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

3



 

USIP No.   641144308

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Joseph A. Liemandt

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
250,000

 

8.

Shared Voting Power
747,843

 

9.

Sole Dispositive Power
250,000

 

10.

Shared Dispositive Power
747,843

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
997,843

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
10.4%

 

 

14.

Type of Reporting Person (See Instructions)
IN/HC

 

4



 

Item 1.

Security and Issuer.

This statement relates to the common stock of NetManage, Inc.  The address of the principal executive offices of the issuer is 20883 Stevens Creek Boulevard, Cupertino, California 95014.

Item 2.

Identity and Background.

Reporting Persons: Versata Enterprises, Inc.; Trilogy, Inc.; and Joseph A. Liemandt

 

The name of each person filing this statement and the place of organization or citizenship of such reporting person is stated in Item 1 on the cover page(s) hereto.  The principal business of Versata Enterprises, Inc. is providing enterprise software products and services.  Versata is a wholly owned subsidiary of Trilogy, Inc.  Trilogy may be deemed to control Versata and beneficially own securities owned by Versata.  The principal business of Trilogy is providing technology-powered business services.  Joseph A. Liemandt is an officer and a director of Versata and the President, Chief Executive Officer, and Chairman of the board of directors of Trilogy and may be deemed to control each of Versata and Trilogy.  Mr. Liemandt may be deemed to beneficially own securities owned by each of Versata and Trilogy.  Each Mr. Liemandt and Diana Liemandt-Reimann, a director of Trilogy and the mother of Mr. Liemandt, own limited partnership interests in a limited partnership that may be deemed to be controlled by Charles I. Frumberg a director of Trilogy.  The present principal occupation of Mr. Liemandt is serving as the President, Chief Executive Officer, and Chairman of the board of directors of Trilogy.  The address of the principal office or business address of each reporting person is 6011 West Courtyard Dr., Suite 300, Austin, Texas  78730.  During the last five years, no reporting person has been convicted in a criminal proceeding, or was a party to a civil proceeding, required to be disclosed herein.

 

Other Persons

 

Charles I. Frumberg, a director of Trilogy, is the managing member of the investment manager of  Emancipation Capital Master, Ltd. ("Emancipation Capital").  According to information furnished by Emancipation Capital and Mr. Frumberg, each of Emancipation Capital and Mr. Frumberg may be deemed to (i) share power to vote or to direct the vote as to, (ii) share power to dispose or to direct the disposition of, and (iii) beneficially own, in each case, 747,843 shares (or 7.8%) of the common stock of the issuer.  Emancipation Capital and Mr. Frumberg disclaim beneficial ownership of securities owned by the reporting persons and disclaim membership in a group with the reporting persons.

 

The information with respect to Emancipation Capital and Mr. Frumberg is disclosed herein because Instruction C of Schedule 13D requires information to be given with respect to each director of Trilogy.  If any reporting person is deemed to be a member of a group with Emancipation Capital or Mr. Frumberg with respect to the issuer or securities of the issuer, each reporting person may be deemed to (i) share power to vote or to direct the vote as to, (ii) share power to dispose or to direct the disposition of, and (iii) beneficially own, in each case, 997,843 shares (or 10.4%) of the common stock of the issuer.  However, each reporting person disclaims beneficial ownership of securities owned by Emancipation Capital or Mr. Frumberg and disclaims membership in a group with Emancipation Capital or Mr. Frumberg. 

 

In determining information with respect to Emancipation Capital and Mr. Frumberg, each reporting person has relied upon information set forth in filings with the Commission by Emancipation Capital and Mr. Frumberg or other information which such reporting person knows or has reason to know.  No reporting person knows or has reason to believe that the information herein concerning any other person is inaccurate or is responsible for the completeness or accuracy of such information.

 

The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein.  The information contained in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.

 

5



 

Item 3.

Source and Amount of Funds or Other Consideration.

Reporting Persons: Versata Enterprises, Inc.; Trilogy, Inc.; and Joseph A. Liemandt

 

On November 13, 2007, Versata used $1,012,500 of Versata’s working capital to purchase 250,000 shares of common stock of the issuer.

 

Other Persons

 

According to Emancipation Capital and Mr. Frumberg, the shares beneficially owned by Emancipation Capital and Mr. Frumberg were acquired with $3,839,523 of investment funds in accounts under management. 

 

The information with respect to Emancipation Capital and Mr. Frumberg is disclosed herein because Instruction C of Schedule 13D requires information to be given with respect to each director of Trilogy.

 

The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein.  The information contained in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.

Item 4.

Purpose of Transaction.

Reporting Persons: Versata Enterprises, Inc.; Trilogy, Inc.; and Joseph A. Liemandt

 

The acquisition of securities of the issuer by Versata is for investment purposes. 

 

Each reporting person plans and proposes to review their investment in the issuer on a continuing basis.  Depending upon the factors discussed below and any other factors that are or become relevant, each reporting person plans and proposes to: acquire additional shares of common stock of the issuer in open market or privately negotiated transactions; sell all or part of the shares in open market or privately negotiated transactions; recommend one or more transactions involving the sale of all or a part of the equity interests in the issuer; make a proposal for the acquisition of all or a part of the equity interests in the issuer; or engage in any combination of the foregoing. 

 

Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions may be made at any time without prior notice.  Any alternative may depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the common stock, the financial condition, results of operations and prospects of the issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors.  Although the foregoing reflects plans and proposals presently contemplated by each reporting person with respect to the issuer, the foregoing is subject to change at any time, and there can be no assurance that any of the actions set forth above will be taken.

 

Other Persons

 

According to Emancipation Capital and Mr. Frumberg:

 

Each of Emancipation Capital and Mr. Frumberg originally acquired shares for investment in the ordinary course of business.  As previously indicated in its Schedule 13D dated September 15, 2006, Emancipation Capital and Mr. Frumberg 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.  Emancipation Capital and Mr. Frumberg have engaged and intend to continue to engage in discussions, as deemed appropriate by Emancipation Capital and Mr. Frumberg, with the management and board of directors of the issuer requesting them to give serious consideration to any acquisition proposals.  In the ordinary course of their investment business, from time to time, representatives of Emancipation Capital and Mr. Frumberg 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.  Emancipation Capital and Mr. Frumberg have engaged, and intend to continue to engage, in such discussions with the issuer, other holders of the issuer's shares and/or third parties.

 

6



 

Emancipation Capital and Mr. Frumberg 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 in the preceding paragraph or this paragraph or such as would occur upon completion of any of the actions in either such paragraph.  Emancipation Capital and Mr. Frumberg 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, Emancipation Capital and Mr. Frumberg 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 herein.

 

The information with respect to Emancipation Capital and Mr. Frumberg is disclosed herein because Instruction C of Schedule 13D requires information to be given with respect to each director of Trilogy.

 

The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein.  The information contained in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.

Item 5.

Interest in Securities of the Issuer.

(a)        Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

 

Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act.  Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.

 

The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each reporting person is stated in Items 11 and 13 on the cover page(s) hereto.

(b)        Number of shares as to which each reporting person has:

(i)            sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

(ii)           shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

(iii)          sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

(iv)          shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

 

7



 

(c)        Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the reporting persons are described below.

 

Transaction
Date

 

Effecting
Person(s)

 

Shares
Acquired

 

Shares
Disposed

 

Price
Per Share

 

Description
of Transaction

 

November 13, 2007

 

Versata Enterprises, Inc.

 

250,000

 

0

 

$

4.00

(1)

Open market purchase

 

 


(1)        Excluding commission of $0.05 per share.

Except as otherwise described herein, no transactions in the common stock of the issuer were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by any reporting person.

(d)        Other persons may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of common stock that may be deemed to be beneficially owned by the reporting persons.

(e)        Not applicable.

The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein.  The information contained in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.

Item 6.

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

Except as otherwise described herein, no reporting person has any legal or other contract, arrangement, understanding, or relationship with any other person with respect to any securities of the issuer, including but not limited to Emancipation Capital and Mr. Frumberg.  To the knowledge of each reporting person, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer.

The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein.  The information contained in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.

Item 7.

Material to Be Filed as Exhibits.

The following exhibits are filed as exhibits hereto:

 

Exhibit

 

Description of Exhibit

24.1

 

Joint Filing Agreement and Power of Attorney

99.1

 

Additional Information

 

8



 

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: November 21, 2007

VERSATA ENTERPRISES, INC.

 

 

 

By:

/s/ Joseph A. Liemandt

 

 

Name:

Joseph A. Liemandt

 

 

Title:

Assistant Secretary

 

 

 

 

TRILOGY, INC.

 

 

 

By:

/s/ Joseph A. Liemandt

 

 

Name:

Joseph A. Liemandt

 

 

Title:

President and Chief Executive Officer

 

 

 

 

 

 

JOSEPH A. LIEMANDT

 

 

 

By:

/s/ Joseph A. Liemandt

 

 

Name:

Joseph A. Liemandt

 

 

9



 

EXHIBIT INDEX

 

Exhibit

 

Description of Exhibit

24.1

 

Joint Filing Agreement and Power of Attorney

99.1

 

Additional Information

 

10