-----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, TCWSenLn8SNyQZfbLfKJXTgWXLLGu6mCICX89bAA1RIhFFqC8y7KvRw60Q42RRZY TMSMYOtEllYtfea8fvvcIQ== 0000921530-01-000015.txt : 20010131 0000921530-01-000015.hdr.sgml : 20010131 ACCESSION NUMBER: 0000921530-01-000015 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010130 GROUP MEMBERS: JOSEPH U. BURTON GROUP MEMBERS: THOMAS U. BURTON GROUP MEMBERS: WHITE ROCK CAPITAL MANAGEMENT LP GROUP MEMBERS: WHITE ROCK CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: WHITE ROCK CAPITAL PARTNERS, L.P. GROUP MEMBERS: WHITE ROCK CAPITAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOFTNET SYSTEMS INC CENTRAL INDEX KEY: 0000097196 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 111817252 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-31658 FILM NUMBER: 1519576 BUSINESS ADDRESS: STREET 1: 650 TOWNSEND STREET STREET 2: SUITE 225 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 6509653700 MAIL ADDRESS: STREET 1: 520 LOGUE AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: VADER GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MAGICSILK INC DATE OF NAME CHANGE: 19880308 FORMER COMPANY: FORMER CONFORMED NAME: TENSOR CORP DATE OF NAME CHANGE: 19860819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITE ROCK CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001051272 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3131 TURLTE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2149793000 MAIL ADDRESS: STREET 1: 3131 TURTLE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 SC 13G/A 1 0001.txt AMENDMENT NO. 1 TO SCH 13G RE SOFTNET SYSTEMS, INC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* SOFTNET SYSTEMS, INC. ----------------------------- (Name of Issuer) Common Stock, $0.01 Par Value -------------------------------- (Title of Class of Securities) 833964109 --------- (CUSIP Number) December 31, 2000 -------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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 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). Continued on the following page(s) Page 1 of 12 pages SCHEDULE 13G CUSIP No. 833964109 Page 2 of 12 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) WHITE ROCK CAPITAL, INC. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,047,800 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,047,800 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,047,800 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 3.67% 12 Type of Reporting Person* CO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 833964109 Page 3 of 12 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) WHITE ROCK CAPITAL MANAGEMENT, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,047,800 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,047,800 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,047,800 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9 ) 3.67% 12 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 833964109 Page 4 of 12 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) WHITE ROCK CAPITAL PARTNERS, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 824,300 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 824,300 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 824,300 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 2.89% 12 Type of Reporting Person* PN; IV * SEE INSTRUCTIONS BEFORE FILLING OUT SCHEDULE 13G CUSIP No. 833964109 Page 5 of 12 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) THOMAS U. BARTON 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 25,000 Shares Beneficially 6 Shared Voting Power Owned By 1,047,800 Each Reporting 7 Sole Dispositive Power Person 25,000 With 8 Shared Dispositive Power 1,047,800 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,072,800 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 3.76% 12 Type of Reporting Person* IN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 833964109 Page 6 of 12 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) JOSEPH U. BARTON 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 25,000 Shares Beneficially 6 Shared Voting Power Owned By 1,047,800 Each Reporting 7 Sole Dispositive Power Person 25,000 With 8 Shared Dispositive Power 1,047,800 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,072,800 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 3.76% 12 Type of Reporting Person* IN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 12 Pages Item 1(a) Name of Issuer: Softnet Systems (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 520 Logue Avenue, Moutain View, California 94043. Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) White Rock Capital, Inc., a Texas corporation ("White Rock, Inc."); (ii) White Rock Capital Management, L.P., a Texas limited partnership ("White Rock Management"); (iii) White Rock Capital Partners, L.P., a Texas limited partnership ("White Rock Partners"); (iv) Thomas U. Barton and (v) Joseph U. Barton This Statement relates to Shares that were acquired by White Rock Management on behalf of certain institutional clients (the "White Rock Clients"). This Statement also relates to Shares held for the accounts of White Rock Partners, Thomas U. Barton and Joseph U. Barton. The general partner of White Rock Partners is White Rock Management, the general partner of which is White Rock, Inc. Thomas U. Barton and Joseph U. Barton are the shareholders of White Rock, Inc. Item 2(b) Address of Principal Business Office or, if None, Residence: The address and principal business office of each of White Rock Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219. Item 2(c) Citizenship: (i) White Rock, Inc. is a Texas corporation; (ii) White Rock Management is a Texas limited partnership; (iii) White Rock Partners is a Texas limited partnership; (iv) Thomas U. Barton is a United States citizen; an d (v) Joseph U. Barton is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value (the "Shares") Page 8 of 12 Pages Item 2(e) CUSIP Number: 833964109 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2000, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) Each of White Rock, Inc. and White Rock Management may be deemed to be the beneficial owners of 1,047,800 Shares. This number consists of (1) 223,500 Shares held for the accounts of White Rock Clients and (2) 824,300 Shares held for the account of White Rock Partners. (ii) Thomas U. Barton may be deemed to be the beneficial owner of 1,072,800 Shares. This number consists of (1) 223,500 Shares held for the accounts of White Rock Clients, (2) 824,300 Shares held for the account of White Rock Partners and (3) 25,000 Shares held for his personal account. (iii) Joseph U. Barton may be deemed to be the beneficial owner of 1,072,800 Shares. This number consists of (1) 223,500 Shares held for the accounts of White Rock Clients, (2) 824,300 Shares held for the account of White Rock Partners and (3) 25,000 Shares held for his personal account. (iv) White Rock Partners may be deemed to be the beneficial owner of the 824,300 Shares held for its account. Item 4(b) Percent of Class: (i) The number of Shares of which each of White Rock, Inc. and White Rock Management may be deemed to be the beneficial owners constitutes approximately 3.67% of the total number of Shares outstanding. (ii) The number of Shares of which Thomas U. Barton may be deemed to be the beneficial owner constitutes approximately 3.76% of the total number of Shares outstanding. (iii) The number of Shares of which Joseph U. Barton may be deemed to be the beneficial owner constitutes approximately 3.76% of the total number of Shares outstanding. (iv) The number of Shares of which White Rock Partners may be deemed to be the beneficial owner constitutes approximately 2.89% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: White Rock, Inc. ---------------- (i) Sole power to vote or to direct the vote: 0 Page 9 of 12 Pages (ii) Shared power to vote or to direct the vote: 1,047,800 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,047,800 White Rock Management. ---------------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,047,800 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of 1,047,800 White Rock Partners ------------------- (i) Sole power to vote or to direct the vote: 824,300 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 824,300 (iv) Shared power to dispose or to direct the disposition of: 0 Thomas U. Barton ---------------- (i) Sole power to vote or to direct the vote: 25,000 (ii) Shared power to vote or to direct the vote: 1,047,800 (iii) Sole power to dispose or to direct the disposition of: 25,000 (iv) Shared power to dispose or to direct the disposition of: 1,047,800 Joseph U. Barton ---------------- (i) Sole power to vote or to direct the vote: 25,000 (ii) Shared power to vote or to direct the vote: 1,047,800 (iii) Sole power to dispose or to direct the disposition of: 25,000 (iv) Shared power to dispose or to direct the disposition of: 1,047,800 Page 10 of 12 Pages Item 5. Ownership of Five Percent or Less of a Class: As of December 31, 2000, each of White Rock, Inc, White Rock Management, White Rock Partners, Thomas U. Barton and Joseph U. Barton ceased to be the beneficial owners of more than five percent of the Shares. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The shareholders or partners of each of the White Rock Clients have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held by the respective White Rock Client in accordance with their partnership or ownership interests in the respective White Rock Client. (ii) The partners of White Rock Partners have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by White Rock Partners in accordance with their partnership interests in White Rock Partners. (iii) Joseph U. Barton has the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for his account. (iv) Thomas U. Barton has the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities, including the Shares, held for his account. White Rock Partners expressly disclaims beneficial ownership of any Shares held for the accounts of the White Rock Clients, Joseph U. Barton and Thomas U. Barton. White Rock Clients expressly disclaims beneficial ownership of any Shares held for the accounts of the White Rock Partners, Thomas U. Barton and Joseph U. Barton. Each of White Rock Management and White Rock Inc. expressly disclaims beneficial ownership of any Shares held for the accounts of Joseph U. Barton and Thomas U. Barton. Joseph U. Barton expressly disclaims beneficial ownership of any Shares held for the account of Thomas U. Barton. Thomas U. Barton expressly disclaims beneficial ownership of any Shares held for the account of Joseph U. Barton. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 11 of 12 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January ___, 2001 WHITE ROCK CAPITAL PARTNERS, L.P. By: White Rock Capital Management, L.P. Its General Partner By: White Rock Capital, Inc. Its General Partner By: /s/ Paula Storey --------------------- Paula Storey Attorney-in-Fact Date: January ___, 2001 WHITE ROCK CAPITAL MANAGEMENT, L.P. By: White Rock Capital, Inc. Its General Partner By: /s/ Paula Storey ------------------------------- Paula Storey Attorney-in-Fact Date: January ___, 2001 WHITE ROCK CAPITAL, INC. By: /s/ Paula Storey ----------------------------------------- Paula Storey Attorney-in-Fact Date: January ___, 2001 THOMAS U. BARTON By: /s/ Paula Storey ----------------------------------------- Paula Storey Attorney-in-Fact Page 12 of 12 Pages Date: January ___, 2001 JOSEPH U. BARTON By: /s/ Paula Storey ----------------------------------------- Paula Storey Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----