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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
Guidance Software, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
401692 10 8
(CUSIP Number)
Shawn McCreight and Jennifer McCreight
c/o Murray A. Indick
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
Telephone: 415-268-7096
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 21, 2016
(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), 13d-1(f) or 13d-1(g), check the following box. x
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* 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 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).
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (the “Amendment”) is being filed with respect to the beneficial ownership of Shawn H. McCreight and Jennifer Lynn McCreight (the “Reporting Persons”). This Amendment supplements the Schedule 13D and Amendment No. 1 thereto as previously filed on February 11, 2016 and February 26, 2016, respectively (as amended, the “Schedule 13D”). The Item below amends and supplements the information disclosed under the corresponding Item of Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meaning herein as are ascribed to such terms in Schedule 13D.
ITEM 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
The 9,086,384 Shares were issued to Mr. McCreight personally for services rendered as the founder of the Issuer. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On February 10, 2016, Mr. McCreight delivered a Stockholder Nomination and Proposal Letter (the “Letter”) to the Issuer submitting (i) a stockholder proposal to amend the Issuer’s bylaws to permit holders of at least 15% of the Issuer’s Shares to request a special meeting of stockholders, in order to improve the Issuer’s direct accountability to stockholders and (ii) stockholder nominations of five persons for election to the Board at the Issuer’s 2016 annual meeting of the stockholders. In the Letter, Mr. McCreight indicates that in the event that the Board declines to include such director nominees on the slate of recommended nominees in the Issuer’s proxy statement for its 2016 annual meeting of stockholders and/ or declines to propose such stockholder proposal, he intends to deliver a proxy statement and form of proxy to the Issuer’s stockholders and solicit proxies from the Issuer’s stockholders in support of the stockholder nominees and stockholder proposal set forth in the Letter. The full text of the Letter is attached hereto as Exhibit 1 and is incorporated herein by reference in its entirety.
A copy of the press release issued on February 11, 2016 relating to the proposal and nominations is attached hereto as Exhibit 2 and incorporated herein by reference in its entirety.
On February 25, 2016, Mr. McCreight issued a press release regarding the Issuer. A copy of this press release is attached hereto as Exhibit 3 and incorporated herein by reference in its entirety.
On March 21, 2016, Mr. McCreight, John P. Colbert, Jonathan R. Mather, Michael J. McConnell and Robert Medrano (collectively, the “Solicitors”) filed with the SEC a preliminary proxy statement in connection with their solicitation of proxies for the Issuer’s 2016 annual meeting seeking (i) the election of each Solicitor as a director of the Issuer, (ii) to ratify the selection of Ernst & Young LLP as the Issuer’s independent registered public accountants for the year ending December 31, 2016, (iii) to consider and vote upon the Guidance Software, Inc. Second Amended and Restated 2004 Equity Incentive Plan, as amended and (iv) to approve Mr. McCreight’s stockholder proposal to amend the Issuer’s Fourth Amended and Restated Bylaws to permit stockholders to call special meetings of stockholders.
The Reporting Persons intend to continue to closely monitor actions by the Board as well as the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other investment considerations, and will consider taking further action to protect their interests and the interests of stockholders, which actions may involve plans or proposals of the type described in Item 4(a) through (j) of Item 4 of Schedule 13D or the acquisition of additional shares or disposition of shares beneficially owned by them, in the public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: March 22, 2016
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By: |
/s/ Shawn McCreight |
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Name: |
Shawn McCreight |
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By: |
/s/ Jennifer McCreight |
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Name: |
Jennifer McCreight |
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