0001144204-16-135926.txt : 20161122 0001144204-16-135926.hdr.sgml : 20161122 20161122161044 ACCESSION NUMBER: 0001144204-16-135926 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20161122 DATE AS OF CHANGE: 20161122 GROUP MEMBERS: D. JOSE SANCHO GARCIA GROUP MEMBERS: IBIM1 LTD GROUP MEMBERS: INFORMATION BUSINESS INTEGRATION, A.G. GROUP MEMBERS: INVESTING PROFIT WISELY, S.L. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EGAIN Corp CENTRAL INDEX KEY: 0001066194 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770466366 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58033 FILM NUMBER: 162013319 BUSINESS ADDRESS: STREET 1: 1252 BORREGAS AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 6502307500 MAIL ADDRESS: STREET 1: 1252 BORREGAS AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: EGAIN COMMUNICATIONS CORP DATE OF NAME CHANGE: 19990709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IBIM2 Ltd CENTRAL INDEX KEY: 0001584110 IRS NUMBER: 000000000 STATE OF INCORPORATION: O1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 36, ARCHBISHOP STREET CITY: VALLETTA STATE: O1 ZIP: 1447 BUSINESS PHONE: 00 356 21224327 MAIL ADDRESS: STREET 1: 36, ARCHBISHOP STREET CITY: VALLETTA STATE: O1 ZIP: 1447 SC 13G 1 v453669_sc13g.htm SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

 

(Amendment No. ___)*

 

eGAIN CORPORATION

 

(Name of Issuer)

 

 

Common Stock, par value $0.001 per share

 

(Title of Class of Securities)

 

 

28225C806

 

(CUSIP Number)

 

 

November 14, 2016

 

(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)
  
xRule 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 ("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. 28225C806

SCHEDULE 13G

 Page 2 of 9

 

 

 

1

 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

IBIM2 Limited

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) ¨
    (b) ¨
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Malta

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

5

SOLE VOTING POWER

 

1,359,149 shares of Common Stock

 

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

1,359,149 shares of Common Stock

 

 

8

SHARED DISPOSITIVE POWER


0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,359,149 shares of Common Stock

 

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                                                            

  ¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.0% (see Item 4)

 

 

12

TYPE OF REPORTING PERSON

 

CO

           

  

 

CUSIP NO. 28225C806

SCHEDULE 13G

 Page 3 of 9

 

 

 

 

1

 

NAMES OF REPORTING PERSONS

 

IBIM1 Limited
(None)

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) ¨
    (b) ¨
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Malta

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

1,359,149 shares of Common Stock

 

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER


1,359,149 shares of Common Stock

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,359,149 shares of Common Stock

 

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                                                              

¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.0% (see Item 4)

 

 

12

TYPE OF REPORTING PERSON

 

HC

           

 

 

CUSIP NO. 28225C806

SCHEDULE 13G

 Page 4 of 9

 

 

 

1

 

NAMES OF REPORTING PERSONS

 

Information Business Integration, A.G.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) ¨
    (b) ¨
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

1,359,149 shares of Common Stock

 

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER


1,359,149 shares of Common Stock

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,359,149 shares of Common Stock

 

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                                                  

¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.0% (see Item 4)

 

 

12

TYPE OF REPORTING PERSON

 

HC

           

 

 

CUSIP NO. 28225C806

SCHEDULE 13G

 Page 5 of 9

 

 

 

1

 

NAMES OF REPORTING PERSONS

 

 

Investing Profit Wisely, S.L.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) ¨
    (b) ¨
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Spain

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

1,359,149 shares of Common Stock

 

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER


1,359,149 shares of Common Stock

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,359,149 shares of Common Stock

 

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                                                             

¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.0% (see Item 4)

 

 

12

TYPE OF REPORTING PERSON

 

HC

           

 

 

 

CUSIP NO. 28225C806

SCHEDULE 13G

 Page 6 of 9

 

 

 

1

 

NAMES OF REPORTING PERSONS

 

D. Jose Sancho Garcia

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) ¨
    (b) ¨
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Spain

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

1,359,149 shares of Common Stock

 

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER


1,359,149 shares of Common Stock

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,359,149 shares of Common Stock

 

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                                           

¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.0% (see Item 4)

 

 

12

TYPE OF REPORTING PERSON

 

IN

           

 

 

CUSIP NO. 28225C806

SCHEDULE 13G

 Page 7 of 9

 

 

Item 1(a). Name of Issuer:

 

eGAIN CORPORATION (the “Issuer”).

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

1252 Borregas Avenue

Sunnyvale, California 94089 

Items 2(a),

(b) and (c). Name of Persons Filing, Address of Principal Business Office and

Citizenship:

 

This Schedule 13G is being filed on behalf of each of the following persons (together the “Reporting Persons”):

 

IBIM 2 Limited, a limited liability company incorporated in Malta, whose principal business address is: 6, Archbishop Street, Valletta VLT 1447;

 

IBIM1 Limited a limited liability company incorporated in Malta, whose principal business address is: 6, Archbishop Street, Valletta VLT 1447;

 

Information Business Integration, A.G. a limited liability company incorporated in Luxembourg, whose principal business address is: 2 Rue Charles de Gaulle, Luxembourg;

 

Investing Profit Wisely, S.L. a limited liability company incorporated in Spain, whose principal business address is: C/Santa Maria, no 17, 28231 Las Rozas, Madrid, Spain; and

 

D. Jose Sancho Garcia, an individual and Spanish citizen whose principal business address is C/Santa Maria, no 17, 28231 Las Rozas, Madrid, Spain.

 

 

Item 2(d). Title of Class of Securities:

 

Common Stock, par value $0.001 per share (the “Common Stock”)

 

Item 2(e). CUSIP Number:

 

28225C806 

 

Item 3. Not applicable.

 

 

CUSIP NO. 28225C806

SCHEDULE 13G

 Page 8 of 9

 

Item 4. Ownership.

 

  (a) Amount beneficially owned:

 

1,359,149 shares of Common Stock*

 

  (b) Percent of class:

 

Based on 27,103,871 shares of Common Stock outstanding as of November 2, 2016, the Reporting Persons hold approximately 5.0%* of the issued and outstanding Common Stock of the Issuer.

 

  (c) Number of shares to which such person has:

   

IBIM2 Limited has sole power to (a) vote or to direct the vote of and (b) dispose or direct the disposition of 1,359,149 shares of Common Stock.*

 

All other Reporting Persons have shared power to (a) vote or to direct the vote of and (b) dispose or direct the disposition of 1,359,149 shares of Common Stock.*

 

 

*The Reporting Persons beneficially own an aggregate of 1,359,149 shares of Common Stock.  

All of the foregoing represents an aggregate of 1,359,149 shares of Common Stock held directly by IBIM2 Limited. All other reporting persons directly or indirectly control IBIM2 Limited. Certain Reporting persons have additional nominal shareholders as required pursuant to local, corporate law shareholding requirements. Such nominal shareholders have no economic rights and have nominal voting power (i.e. 0.01%) in the applicable Reporting Person.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

Not applicable

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported By the Parent Holding Company.

 

Not applicable

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable

 

Item 9. Notice of Dissolution of a Group.

 

Not applicable 

 

 

CUSIP NO. 28225C806

SCHEDULE 13G

 Page 9 of 9

 

Item 10. Certification.

 

By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

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.

 

Dated: November 22, 2016      
       
  IBIM2 LIMITED,  
IBIM1 LIMITED,  
INFORMATION BUSINESS INTEGRATION, A.G.,  
INVESTING PROFIT WISELY, S.L., AND  
D. JOSE SANCHO GARCIA  
       
  BY: /s/ Juan Santamaria
    Juan Santamaria  
    Attorney-in-Fact  

  

 

 

 

 



 

 

 

 

 

EX-99.1 2 v453669_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

     The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Common Stock of eGAIN CORPORATION may be filed in a single statement on behalf of each of such persons, and further, each of such persons designates Juan Santamaria as its agent and Attorney-in-Fact for the purpose of executing any and all Schedule 13G filings required to be made by it with the Securities and Exchange Commission.

 

[Signature Page Follows]

 

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of this 22nd day of November, 2016.

 

 

  IBIM2 LIMITED  
     
  BY: /s/ Juan Santamaría  
    Juan Santamaria  
    Title: Director  
       
       
IBIM1 LIMITED  
     
  BY: /s/ Juan Santamaría  
    Juan Santamaria  
    Title: Director  
              
       
       
  INFORMATION BUSINESS INTEGRATION, A.G.  
     
  BY: /s/ Juan Santamaría  
    Juan Santamaria  
    Title: Director  
              
  INVESTING PROFIT WISELY, S.L.  
     
  BY: /s/ Juan Santamaría  
    Juan Santamaria  
    Title: CFO  
       
       
       
  BY: /s/ D. Jose Sancho Garcia  
    D. Jose Sancho Garcia