-----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, NnE6cO/bIQo7PWuQ0UZP6AAnBof/jlG62/KRm5naLY5satWMbiHoHwP0rVDkCAnv BOl96s5MGI1kaRDgfa/YKA== 0001104659-10-029893.txt : 20100520 0001104659-10-029893.hdr.sgml : 20100520 20100520185346 ACCESSION NUMBER: 0001104659-10-029893 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100504 FILED AS OF DATE: 20100520 DATE AS OF CHANGE: 20100520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SASSOWER PHILIP S CENTRAL INDEX KEY: 0000908269 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19301 FILM NUMBER: 10849052 MAIL ADDRESS: STREET 1: 135 EAST 57TH ST STREET 2: 12TH FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goren Andrea CENTRAL INDEX KEY: 0001348894 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19301 FILM NUMBER: 10849055 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: SUITE 1901 CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATION INTELLIGENCE CORP CENTRAL INDEX KEY: 0000727634 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 942790442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 275 SHORELINE DR STREET 2: STE 500 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 6508027888 MAIL ADDRESS: STREET 1: 275 SHORELINE DR STREET 2: STE 500 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SG PHOENIX VENTURES LLC CENTRAL INDEX KEY: 0001348895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19301 FILM NUMBER: 10849053 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: SUITE 1901 CITY: NEW YORK CITY STATE: NY ZIP: 10022 BUSINESS PHONE: 2127591909 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: SUITE 1901 CITY: NEW YORK CITY STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Phoenix Venture Fund LLC CENTRAL INDEX KEY: 0001403122 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19301 FILM NUMBER: 10849054 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 759-1909 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 4 1 a4.xml 4 X0303 4 2010-05-04 0 0000727634 COMMUNICATION INTELLIGENCE CORP CICI.OB 0001403122 Phoenix Venture Fund LLC 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 0 0 1 0 0001348895 SG PHOENIX VENTURES LLC 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 0 0 1 0 0000908269 SASSOWER PHILIP S 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 0 0 1 0 0001348894 Goren Andrea 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 0 0 1 0 Warrant (right to buy) 0.06 2010-05-04 4 P 0 2500000 0.06 A 2010-05-04 2013-05-04 Common Stock 2500000 4823293 D Warrant (right to buy) 0.06 2010-05-19 4 P 0 2500000 0.06 A 2010-05-19 2013-05-19 Common Stock 2500000 7323293 D On May 4, 2010, Communication Intelligence Corp. (the "Issuer") entered into a second amendment of the Credit Agreement dated June 5, 2008 ("Amendment No. 2") by and among the Issuer and Phoenix Venture Fund LLC ("Phoenix"), other lenders party thereto and SG Phoenix LLC ("SG Phoenix"), as collateral agent, which Credit Agreement had previously been amended by the parties thereto on May 28, 2009 in connection with a previous financing transaction. Under Amendment No. 2 to the Credit Agreement, until August 31, 2010, upon submission of a written request by the Issuer and the approval of Phoenix in its sole discretion, the Issuer has the ability to receive up to an aggregate of $1.0 million in additional funding through the issuance of additional secured promissory notes to Phoenix and/or its designees. In connection with the issuance of any additional secured promissory notes to Phoenix and/or its designees, the Issuer is obligated to issue warrants to Phoenix and/or its designees to purchase shares of the Issuer's common stock as partial consideration for the loans. On May 4, 2010, the Issuer received a loan of $150,000 from Phoenix and issued warrants to Phoenix to purchase 2,500,000 shares of the Issuer's common stock at an exercise price of $0.06 per share. On May 19, 2010, the Issuer received an additional loan of $150,000 from Phoenix and issued warrants to Phoenix to purchase 2,500,000 shares of the Issuer's common stock at an exercise price of $0.06 per share. The warrants acquired and reported on this form by Phoenix may be deemed to be indirectly beneficially owned by SG Phoenix Ventures LLC ("SGPV"), the managing member of Phoenix, and Philip S. Sassower and Andrea Goren, the co-managers of SGPV and the members of SG Phoenix. Phoenix, SG Phoenix, SGPV, Mr. Sassower and Mr. Goren may be deemed to be a "group," as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any such person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each such person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein. Phoenix Venture Fund LLC By: SG Phoenix Ventures LLC, its Managing Member By: /s/ Andrea Goren Andrea Goren, Manager 2010-05-20 SG Phoenix Ventures LLC By: /s/ Andrea Goren Andrea Goren, Manager 2010-05-20 /s/ Philip S. Sassower Philip S. Sassower 2010-05-20 /s/ Andrea Goren Andrea Goren 2010-05-20 -----END PRIVACY-ENHANCED MESSAGE-----