-----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, QFO4Ci5QhMSjoooFVIr51Tvjlv7DieO35XJgrqcxdqdWiw9djVFN6kRKVoDDo5fJ yRn1wqdIminwrkijFAA9/Q== 0000922907-05-000550.txt : 20050919 0000922907-05-000550.hdr.sgml : 20050919 20050919102049 ACCESSION NUMBER: 0000922907-05-000550 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050919 DATE AS OF CHANGE: 20050919 GROUP MEMBERS: BLUELINE CAPITAL PARTNERS, L.P. GROUP MEMBERS: BLUELINE CATALYST FUND VIII, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IRIDEX CORP CENTRAL INDEX KEY: 0001006045 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770210467 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48169 FILM NUMBER: 051090376 BUSINESS ADDRESS: STREET 1: 1212 TERRA BELLA AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6509404700 MAIL ADDRESS: STREET 1: 1212 TERRA BELLA AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BlueLine Partners, L.L.C. CENTRAL INDEX KEY: 0001338294 IRS NUMBER: 202141854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4115 BLACKHAWK PLAZA CIRCLE, NO. 100 CITY: DANVILLE STATE: CA ZIP: 94506 BUSINESS PHONE: 925-648-2085 MAIL ADDRESS: STREET 1: 4115 BLACKHAWK PLAZA CIRCLE, NO. 100 CITY: DANVILLE STATE: CA ZIP: 94506 SC 13D 1 sch13d_091905.htm SCHEDULE 13D Schedule 13D


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13D

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

                               Iridex Corporation
                                (Name of Issuer)


                                  Common Stock
                         (Title of Class of Securities)

                                    462684101
                                 (CUSIP Number)

                                 Scott A. Shuda
                             BlueLine Partners, LLC
                     4115 Blackhawk Plaza Circle, Suite 100
                           Danville, California 94506

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

                                    Copy to:

                                 James C. Creigh
                       Blackwell Sanders Peper Martin LLP
                          1620 Dodge Street, Suite 2100
                              Omaha, Nebraska 68102
                                 (402) 964-5000

                                September 7, 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),  Rule 13d-1(f) or Rule  13d-1(g),  check the
following box [ ].


                                  Page 1 of 10





- ----------------------------
CUSIP No.  462684101       -
- ----------------------------

- ---------- ---------------------------------------------------------------------
    1      NAME OF REPORTING PERSON/
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
           BlueLine Capital Partners, L.P.
- ---------- ---------------------------------------------------------------------
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
    2      Instructions) (a) [   ]
                         (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)   [    ]
- ---------- ---------------------------------------------------------------------
    6      CITIZENSHIP OR PLACE OF ORGANIZATION
           Delaware
- --------------------------- ----- ----------------------------------------------
                          -   7    SOLE VOTING POWER
                          -            0
      NUMBER OF           - ----- ----------------------------------------------
       SHARES             -   8    SHARED VOTING POWER
    BENEFICIALLY          -            231,246
    OWNED BY EACH         - ----- ----------------------------------------------
      REPORTING           -   9    SOLE DISPOSITIVE POWER
       PERSON             -            0
        WITH              - ----- ----------------------------------------------
                          -   10   SHARED DISPOSITIVE POWER
                          -            231,246
- --------------------------- ----- ----------------------------------------------
   11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                         394,666
- ---------- ---------------------------------------------------------------------
   12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
           SHARES [ ]
                (See Instructions)

- ---------- ---------------------------------------------------------------------
   13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                5.3%
- ---------- ---------------------------------------------------------------------
   14      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
                                       PN
- ---------- ---------------------------------------------------------------------


                                  Page 2 of 10





- ----------------------------
CUSIP No.  462684101       -
- ----------------------------

- ---------- ---------------------------------------------------------------------
    1      NAME OF REPORTING PERSON/
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
           BlueLine Catalyst Fund VIII, L.P.
- ---------- ---------------------------------------------------------------------
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
    2      Instructions) (a) [   ]
                         (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)   [    ]
- ---------- ---------------------------------------------------------------------
    6      CITIZENSHIP OR PLACE OF ORGANIZATION
           Delaware
- --------------------------- ----- ----------------------------------------------
                          -   7    SOLE VOTING POWER
                          -            0
      NUMBER OF           - ----- ----------------------------------------------
       SHARES             -   8    SHARED VOTING POWER
    BENEFICIALLY          -            163,420
    OWNED BY EACH         - ----- ----------------------------------------------
      REPORTING           -   9    SOLE DISPOSITIVE POWER
       PERSON             -            0
        WITH              - ----- ----------------------------------------------
                          -   10   SHARED DISPOSITIVE POWER
                          -            163,420
- --------------------------- ----- ----------------------------------------------
   11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                         394,666
- ---------- ---------------------------------------------------------------------
   12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
           SHARES [ ]
                (See Instructions)

- ---------- ---------------------------------------------------------------------
   13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                5.3%
- ---------- ---------------------------------------------------------------------
   14      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
                                       PN
- ---------- ---------------------------------------------------------------------


                                  Page 3 of 10





- ----------------------------
CUSIP No.  462684101       -
- ----------------------------

- ---------- ---------------------------------------------------------------------
    1      NAME OF REPORTING PERSON/
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
           BlueLine Partners, L.L.C.
- ---------- ---------------------------------------------------------------------
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
    2      Instructions) (a) [   ]
                         (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)   [    ]
- ---------- ---------------------------------------------------------------------
    6      CITIZENSHIP OR PLACE OF ORGANIZATION
           Delaware
- --------------------------- ----- ----------------------------------------------
                          -   7    SOLE VOTING POWER
                          -            0
      NUMBER OF           - ----- ----------------------------------------------
       SHARES             -   8    SHARED VOTING POWER
    BENEFICIALLY          -            394,666
    OWNED BY EACH         - ----- ----------------------------------------------
      REPORTING           -   9    SOLE DISPOSITIVE POWER
       PERSON             -            0
        WITH              - ----- ----------------------------------------------
                          -   10   SHARED DISPOSITIVE POWER
                          -            394,666
- --------------------------- ----- ----------------------------------------------
   11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                         394,666
- ---------- ---------------------------------------------------------------------
   12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
           SHARES [ ]
                (See Instructions)

- ---------- ---------------------------------------------------------------------
   13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                5.3%
- ---------- ---------------------------------------------------------------------
   14      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
                                       OO
- ---------- ---------------------------------------------------------------------


                                  Page 4 of 10





Item 1.  Security and Issuer

This Schedule 13D relates to Common Stock (the "Common Stock") of Iridex
Corporation (the "Company") with its principal executive offices located at 1212
Terra Bella Avenue, Mountain View, CA 94043.

Item 2.  Identity and Background

(a)- (b)       This statement is filed on behalf of BlueLine Capital Partners,
               LP ("BCP"), BlueLine Catalyst Fund VIII, L.P. ("BlueLine Catalyst
               VIII") and BlueLine Partners, L.L.C. ("BlueLine Partners" and,
               together with BCP and BlueLine Catalyst VIII, the "Reporting
               Entities"). BlueLine Partners is the sole general partner of BCP
               and BlueLine Catalyst VIII and has an interest in the profits of
               BCP and BlueLine Catalyst VIII. Timothy Bacci and Scott Shuda are
               each Managing Directors of BlueLine Partners, L.L.C. Messrs.
               Bacci and Shuda each disclaims beneficial ownership for purposes
               of Rule 13d-3 under the Securities Exchange Act of 1934, as
               amended (the "Act"). The address of the principal business office
               of each of the Reporting Entities and Messrs. Bacci and Shuda is
               4115 Blackhawk Plaza Circle, Suite 100, Danville, California
               94506.

(c)            Each of BCP and BlueLine Catalyst VIII is a private investment
               limited partnership. The principal business of BlueLine Partners
               is to serve as investment manager to a variety of private
               investment funds, including BCP and BlueLine Catalyst VIII, and
               to control the investing and trading in securities of these
               private investment funds. The principal business of Messrs. Bacci
               and Shuda is to act as Managing Directors of BlueLine Partners.

(d)            None of the Reporting Entities nor Messrs. Bacci and Shuda has,
               during the last five years, been convicted in a criminal
               proceeding (excluding traffic violations or similar
               misdemeanors).

(e)            None of the Reporting Entities nor Messrs. Bacci and Shuda has,
               during the last five years, 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)            BCP and BlueLine Catalyst VIII are each a Delaware limited
               partnership. BlueLine Partners is a Delaware limited liability
               company. Messrs. Bacci and Shuda are each U.S. citizens.

Item 3.  Source and Amount of Funds

As of the date hereof, the Reporting Entities may, in the aggregate, be deemed
to beneficially own 394,666 shares of the Common Stock (the "Shares"). The
Shares were purchased in the open market by BCP and BlueLine Catalyst VIII with
their investment capital.


                                  Page 5 of 10





Item 4.  Purpose of the Transaction

The purchases by BCP and BlueLine Catalyst VIII of the Shares were effected
because the Reporting Entities believe that the Company represents an attractive
investment based on the Company's operating history and continuing business
prospects. When BCP and BlueLine Catalyst VIII began purchasing Common Stock,
the Company's stock price was $5.50 and the Reporting Entities believed it
possible for the Common Stock to rise to a level twice that amount within twelve
to eighteen months. Subsequent events at the Company have caused the Reporting
Entities to raise that target price higher.

BlueLine Partners and its affiliated investment entities, including BCP and
BlueLine Catalyst VIII, seek to make investments in companies deemed by them to
be undervalued relative to their potential and in situations where they believe
BlueLine's efforts can help to create or unlock value. In the case of the
Company, the Reporting Entities believed it essential for the Company to
transition away from its traditional technology-centric orientation and toward a
greater customer and market orientation. This transition was likely to require
certain changes in management. On July 5, 2005, the Company made substantial
progress in this direction with the hire of Mr. Barry Caldwell to be the
Company's Chief Executive Officer. The Reporting Entities believe that Mr.
Caldwell will use the Company's large cash position to expand the Company's
business while better articulating the Company's potential beyond that as a
technology pioneer.

As part of their investment strategy, the Reporting Entities hope to have the
opportunity to discuss and work with management on various initiatives designed
to improve the Company's prospects and performance. Areas of focus will include
marketing, customer communications and investor relations, additional executive
hires, international expansion and strategic transactions.

Depending on market conditions, general economic conditions and other factors,
the Reporting Entities may purchase additional shares of Common Stock in the
open market or in private transactions, or may dispose of all or a portion of
the shares of Common Stock that they or any of them presently own or may
hereafter acquire.

Item 5.  Interest in Securities of the Issuer

(a)  As of the date of this Schedule 13D, each of the Reporting Entities may be
     deemed to own 394,666 shares of Common Stock. These shares represent
     approximately 5.3% of the shares of Common Stock outstanding based on
     7,513,130 shares of the Company's Common Stock outstanding as reported in
     the Company's Form 10-Q for the Company's fiscal quarter ended July 2, 2005
     as filed with the Securities and Exchange Commission on August 16, 2005.

     The Reporting Entities are making this single, joint filing because they
     may be deemed to constitute a "group" within the meaning of Section
     13(d)(3) of the Act. Each Reporting Entity expressly disclaims beneficial
     ownership of any of the shares of Common Stock other than those reported
     herein as being owned by it.


                                  Page 6 of 10





(b)  As of the date of this Schedule 13D: (i) BCP beneficially owns 231,246
     shares of Common Stock with which BCP has shared voting power and shared
     dispositive power with the other Reporting Entities; (ii) BlueLine Catalyst
     VIII beneficially owns 163,420 shares of Common Stock with which BlueLine
     Catalyst VIII has shared voting power and shared dispositive power with the
     other Reporting Entities; and (iii) BlueLine Partners beneficially owns
     394,666 shares of Common Stock with which BlueLine Partners has shared
     voting power and shared dispositive power with the other Reporting
     Entities.

(c)  Information concerning transactions in the Common Stock effected by the
     Reporting Entities during the past sixty days is set forth in Exhibit B
     hereto and is incorporated by this reference. All of the transactions set
     forth in Exhibit B were open market transactions for cash.

(d)  No person (other than the Reporting Entities) 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 Issuer

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Entities have
entered into an agreement with respect to the joint filing of this statement,
and any amendment or amendments hereto, which is attached hereto as Exhibit A.

Item 7.  Materials to be Filed as Exhibits

1.   Exhibit A - Joint Filing Agreement dated September 15, 2005, signed by each
     of the Reporting Entities in order to confirm that this Schedule 13D is
     being filed on behalf of each of the Reporting Entities.
2.   Exhibit B - Transactions in the Common Stock by the Reporting Entities
     during the past 60 days.


                                  Page 7 of 10





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.

Date:  September 15, 2005

                                       BlueLine Capital Partners, L.P.

                                       By:  BlueLine Partners, L.L.C.
                                                  Its:  General Partner

                                       By:     /s/ Scott Shuda
                                          --------------------------------------
                                       Name:   Scott Shuda
                                       Title:  Managing Director

                                       BlueLine Catalyst Fund VIII, L.P.

                                       By:  BlueLine Partners, L.L.C.
                                                  Its:  General Partner

                                       By:     /s/ Scott Shuda
                                          --------------------------------------
                                       Name:   Scott Shuda
                                       Title:  Managing Director


                                       BlueLine Partners, L.L.C.


                                       By:     /s/ Scott Shuda
                                          --------------------------------------
                                       Name:   Scott Shuda
                                       Title:  Managing Director


                                  Page 8 of 10





                                                                       EXHIBIT A

                             Joint Filing Agreement

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 filing
agreements. 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 it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the others, except
to the extent it knows or has reason to believe that such information is
inaccurate. This Joint Filing Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.

Date:  September 15, 2005

                                       BlueLine Capital Partners, L.P.

                                       By:  BlueLine Partners, L.L.C.
                                                  Its:  General Partner

                                       By:     /s/ Scott Shuda
                                          --------------------------------------
                                       Name:   Scott Shuda
                                       Title:  Managing Director

                                       BlueLine Catalyst Fund VIII, L.P.

                                       By:  BlueLine Partners, L.L.C.
                                                  Its:  General Partner

                                       By:     /s/ Scott Shuda
                                          --------------------------------------
                                       Name:   Scott Shuda
                                       Title:  Managing Director


                                       BlueLine Partners, L.L.C.


                                       By:     /s/ Scott Shuda
                                          --------------------------------------
                                       Name:   Scott Shuda
                                       Title:  Managing Director


                                  Page 9 of 10





                                                                       EXHIBIT B


Transactions in the Common Stock effected by the Reporting Entities during the
past sixty days.


                 BlueLine Catalyst VIII                       BCP
 Date      No. of Shares      Price per Share    No. of Shares   Price per Share
7/21/05                                              5,000       $          6.87
7/22/05                                                100       $          7.17
7/25/05                                              1,393       $          7.17
7/26/05           (678)         $     7.30           1,500       $          6.84
7/29/05                                               (200)      $          8.00
 8/1/05         (1,000)         $     8.44          (1,759)      $          8.07
 8/4/05          3,800          $     7.78          20,400       $          7.47
 8/5/05                                             23,000       $          7.39
 8/8/05                                              5,100       $          7.47
 8/9/05                                              3,600       $          7.39
8/10/05                                             18,400       $          7.16
8/11/05                                              2,200       $          7.25
8/12/05                                              6,100       $          7.22
8/15/05                                              9,100       $          7.41
8/16/05                                              8,300       $          7.36
8/17/05                                              1,481       $          7.50
8/18/05                                                900       $          7.38
8/23/05                                             21,100       $          7.53
8/24/05                                              3,700       $          7.40
8/25/05                                              8,000       $          7.40
8/26/05                                              1,000       $          7.51
8/29/05                                              4,400       $          7.94
8/31/05                                              5,500       $          7.76
 9/1/05                                                700       $          7.81
 9/2/05                                              2,500       $          7.90
 9/6/05                                                200       $          7.86
 9/7/05                                              5,400       $          8.16
 9/8/05                                              8,000       $          8.01
9/12/05                                              5,000       $          8.30
9/13/05                                              5,000       $          8.25


                                 Page 10 of 10


-----END PRIVACY-ENHANCED MESSAGE-----