United States Securities & Exchange Commission EDGAR Filing

-----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, TVELnHE119YBaPTjc5K+Kwnq0qKF/QfdnOojOV1Qb3ioO4YYcHoG0x7rraBmisiE 1+GOQuMfzlmlCCeMx2MACA== 0001116502-07-000111.txt : 20070118 0001116502-07-000111.hdr.sgml : 20070118 20070118120442 ACCESSION NUMBER: 0001116502-07-000111 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070118 DATE AS OF CHANGE: 20070118 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43535 FILM NUMBER: 07536999 BUSINESS ADDRESS: STREET 1: 10725 N DE ANZA BLVD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4089737171 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43535 FILM NUMBER: 07537000 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: Riley Acquisition LLC CENTRAL INDEX KEY: 0001384119 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC TO-T/A 1 netmsctota.htm SC TO-T/A United States Securities & Exchange Commission EDGAR Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

SCHEDULE TO

Amendment NO. 2

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

———————

NetManage, Inc.

(Name of Subject Company (Issuer))

Riley Acquisition LLC

(Name of Filing Person (Offeror))

Common Stock

(Title of Class of Securities)

641144308

(CUSIP Number of Class of Securities)

Bryant R. Riley

Riley Acquisition LLC

11100 Santa Monica Blvd.

Suite 810

Los Angeles, CA 90025

(310) 689-2230

(Name, address and telephone number of person authorized to receive notices

and communications on behalf of filing person)

———————

CALCULATION OF FILING FEE


Transaction Valuation*		Amount of Filing Fee**
$6,808,673		$729

———————

Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of 1,296,890 shares of Common Stock of NetManage, Inc., and the associated Series A Participating Preferred Stock Purchase Rights, at the tender offer price of $5.25 per share.

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #3 for fiscal year 2007, issued September 29, 2006, equals $107 per million of the value of the transaction.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid:	$729	Filing Party:	Riley Acquisition LLC
Form or Registration No.:	Schedule TO	Date Filed:	December 20, 2006

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ý

Page 2 of 5

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO relating to the offer by Riley Acquisition LLC (the “Purchaser”), a Delaware limited liability company and wholly-owned subsidiary of Riley Investment Partners, L.P., to purchase up to 1,296,890 shares of Common Stock, par value $0.01 per share (“Common Stock”), of NetManage, Inc., a Delaware corporation, and the associated Series A Participating Preferred Stock Purchase Rights (together with the Common Stock, the “Shares”), at a price of $5.25 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 20, 2006, as amended, (the “Offer to Purchase”), and in the related Letter of Transmittal which, together, as each may be further amended or supplemented from time to time, constitute the “Offer.”

The information in the Offer, which was previously filed with the Schedule TO, is hereby incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.

AMENDMENT

The Offer to Purchase is hereby amended and supplemented as follows:

On January 18, 2007, as permitted by Section 12(e) of the Offer to Purchase, the Purchaser terminated the Offer and instructed Mellon Investor Services LLC, the Depositary, to return any and all tendered shares to the tendering stockholders.

Page 3 of 5

Item 12 Exhibits.


Exhibit Number	Description
(a)(1)(A)*	Offer to Purchase, dated December 20, 2006
(a)(1)(B)*	Letter of Transmittal
(a)(1)(C)*	Notice of Guaranteed Delivery
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated December 20, 2006
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated December 20, 2006
(a)(1)(F)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(a)(1)(G)*	Letter to Stockholders
(a)(1)(H)*	Summary Advertisement published in Investor’s Business Daily on December 20, 2006
(a)(1)(I))*	Press release issued by Riley Acquisition LLC, dated December 20, 2006
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)	Press release issued by Riley Acquisition LLC, dated January 18, 2007
(b)	Not applicable
(d)	Not applicable
(g)	Not applicable
(h)	Not applicable

———————

* Filed with Schedule TO-T on December 20, 2006 and incorporated herein by reference

Page 4 of 5

SIGNATURE

After due 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: January 18, 2007


	RILEY ACQUISITION LLC


	/s/ BRYANT R. RILEY
	Bryant R. Riley Manager

Page 5 of 5

Exhibit Index


Exhibit Number	Description
(a)(1)(A)*	Offer to Purchase, dated December 20, 2006
(a)(1)(B) *	Letter of Transmittal
(a)(1)(C) *	Notice of Guaranteed Delivery
(a)(1)(D) *	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated December 20, 2006
(a)(1)(E) *	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated December 20, 2006
(a)(1)(F) *	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(a)(1)(G) *	Letter to Stockholders
(a)(1)(H) *	Summary Advertisement published in Investor’s Business Daily on December 20, 2006
(a)(1)(I) *	Press release issued by Riley Acquisition LLC, dated December 20, 2006
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)	Press release issued by Riley Acquisition LLC, dated January 18, 2007
(b)	Not applicable
(d)	Not applicable
(g)	Not applicable
(h)	Not applicable

______________

* Filed with Schedule TO-T on December 20, 2006 and incorporated herein by reference

EX-99.(A)(5) 2 pressrelease.htm PRESS RELEASE United States Securities & Exchange Commission EDGAR Filing

EXHIBIT (a)(5)

RILEY INVESTMENT MANAGEMENT LLC

FOR IMMEDIATE RELEASE

RILEY INVESTMENT MANAGEMENT ANNOUNCES IMMEDIATE TERMINATION OF PARTIAL TENDER OFFER

Los Angeles, Calif.—(PR NEWSWIRE)—January 18, 2007 – In response to the announcement by NetManage (Nasdaq: NETM) that it has received a proposal to be acquired for a price in excess of $5.25 per share in cash, Riley Investment Management (“RIM”) announced that Riley Acquisition LLC, a wholly-owned subsidiary of Riley Investment Partners, L.P., has terminated, effective immediately, its partial tender offer to acquire shares of NETM. The partial tender offer was originally scheduled to expire on January 22, 2007.

RIM has previously expressed its view that NETM should no longer operate as a stand-alone public company, given NETM’s expensive public compliance costs relative its size and its operating performance over the last several years. Accordingly, RIM welcomes the possibility that NETM will be acquired through a merger transaction. Given its concern with NETM’s commitment to shareholder value, RIM encourages the board of directors to consider the acquisition proposal and the sale process seriously.

After more information about NETM’s response is available, RIM will evaluate all alternatives, including a future partial tender offer on the same or different terms, if the proposal to acquire NETM does not result in a definitive transaction in a reasonable time period on terms RIM regards as favorable. Based on the progress of NETM’s sales process, RIM also will consider whether to proceed with its plan to nominate directors and introduce proposals at the 2007 Annual Meeting, for which NETM has not yet set a date.

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