0000902664-13-003146.txt : 20130904 0000902664-13-003146.hdr.sgml : 20130904 20130904154556 ACCESSION NUMBER: 0000902664-13-003146 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130904 DATE AS OF CHANGE: 20130904 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Telanetix,Inc CENTRAL INDEX KEY: 0001277270 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 770622733 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80929 FILM NUMBER: 131077857 BUSINESS ADDRESS: STREET 1: 11201 SE 8TH STREET STREET 2: SUITE 200 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: (206) 621-3500 MAIL ADDRESS: STREET 1: 11201 SE 8TH STREET STREET 2: SUITE 200 CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: AER VENTURES INC DATE OF NAME CHANGE: 20040122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hale Capital Partners, LP CENTRAL INDEX KEY: 0001458726 IRS NUMBER: 261736044 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVE. STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.751.8802 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVE. STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 p13-1707sc13da.htm TELANETIX, INC.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 

Telanetix, Inc.

(Name of Issuer)
 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

879180206

(CUSIP Number)
 
 

Martin M. Hale, Jr.

570 Lexington Avenue

49th Floor

New York, New York 10022

(212) 751-8800

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

August 30, 2013

(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 11 Pages)

______________________________

* 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. 879180206SCHEDULE 13D/APage 2 of 11 Pages

 

1

NAME OF REPORTING PERSON

Martin M. Hale, Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

IN

         

 

.

 
CUSIP No. 879180206SCHEDULE 13D/APage 3 of 11 Pages

 

1

NAME OF REPORTING PERSON

Hale Fund Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 
CUSIP No. 879180206SCHEDULE 13D/APage 4 of 11 Pages

 

1

NAME OF REPORTING PERSON

Hale Fund Partners, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 879180206SCHEDULE 13D/APage 5 of 11 Pages

 

1

NAME OF REPORTING PERSON

Hale Capital Partners, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 879180206SCHEDULE 13D/APage 6 of 11 Pages

 

1

NAME OF REPORTING PERSON

EREF-TELA, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 
CUSIP No. 879180206SCHEDULE 13D/APage 7 of 11 Pages

 

1

NAME OF REPORTING PERSON

HCP-TELA, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 
CUSIP No. 879180206SCHEDULE 13D/APage 8 of 11 Pages

 

1

NAME OF REPORTING PERSON

CBG-TELA, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 
CUSIP No. 879180206SCHEDULE 13D/APage 9 of 11 Pages

This Amendment No. 4 ("Amendment No. 4") amends the statement on Schedule 13D filed by the Reporting Persons on July 12, 2010 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed by the Reporting Persons on April 27, 2012, Amendment No. 2 filed by the Reporting Persons on December 19, 2012 and Amendment No. 3 filed by the Reporting Persons on January 23, 2013 (the Original Schedule 13D, as amended, the “Schedule 13D”) relating to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Telanetix, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 4 amends Items 4 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D.

 

Item 4. PURPOSE OF TRANSACTION
   
  Item 4 of the Schedule 13D is hereby supplemented as follows:
   
  As disclosed in the Current Report on Form 8-K filed by the Issuer on August 30, 2013 (the "Closing 8-K"), the Merger closed on August 30, 2013.  As disclosed in the Closing 8-K, as of the closing of the Merger each share of Common Stock was converted into the right to receive $7.284 per share in cash and the holders thereof ceased to have any rights as stockholders in the Issuer.

 

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Item 5 of the Schedule 13D is hereby amended and restated as follows:
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons.  
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) Other than as discussed in Item 4, none of the Reporting Persons have effected any transaction in the Issuer’s stock since the filing of Amendment No. 2.
   
(d) No person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Person.
   
(e) August 30, 2013.

 

 

 
CUSIP No. 879180206SCHEDULE 13D/APage 10 of 11 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: September 4, 2013

 

HALE FUND MANAGEMENT, LLC    
     
     
/s/ Martin M. Hale, Jr.    
Name: Martin M. Hale, Jr.    
Title:    Managing Member    
     
     
HALE FUND PARTNERS, LLC    
     
     
/s/ Martin M. Hale, Jr.    
Name: Martin M. Hale, Jr.    
Title:    Managing Member    
     
HALE CAPITAL PARTNERS, LP    
By: Hale Fund Partners, LLC,    
       its General Partner    
     
     
/s/ Martin M. Hale, Jr.    
Name: Martin M. Hale, Jr.    
Title:    Managing Member    
     
     
EREF-TELA, LLC    
By: Hale Fund Management, LLC,    
its Manager    
     
     
/s/ Martin M. Hale, Jr.    
Name: Martin M. Hale, Jr.    
Title:    Managing Member    
     
     
HCP-TELA, LLC    
By: Hale Fund Management, LLC,    
its Managing Member    
     
     
/s/ Martin M. Hale, Jr.    
Name: Martin M. Hale, Jr.    
Title:    Managing Member    

 

 
CUSIP No. 879180206SCHEDULE 13D/APage 11 of 11 Pages

 

     
     
CBG-TELA, LLC    
By: Hale Fund Management, LLC,    
its Manager    
     
     
/s/ Martin M. Hale, Jr.    
Name: Martin M. Hale, Jr.    
Title:    Managing Member    
     
     
/s/ Martin M. Hale    
MARTIN M. HALE, JR.