-----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, SLh4nIDAKobyl1AqUUkoDzhW1AdDpYcar3BzrHDSW5MU93OXso0kox6XD1iD24Vy CedUTRYsd6Uclt6eoZJkvA== 0001013594-08-000082.txt : 20080214 0001013594-08-000082.hdr.sgml : 20080214 20080214121841 ACCESSION NUMBER: 0001013594-08-000082 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MSC SOFTWARE CORP CENTRAL INDEX KEY: 0000717238 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 952239450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34721 FILM NUMBER: 08611173 BUSINESS ADDRESS: STREET 1: 815 COLORADO BLVD CITY: LOS ANGELES STATE: CA ZIP: 90041 BUSINESS PHONE: 3232589111 MAIL ADDRESS: STREET 1: 815 COLORADO BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90041 FORMER COMPANY: FORMER CONFORMED NAME: MACNEAL SCHWENDLER CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 712 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13G/A 1 msc13ga-021408.htm FEBRUARY 13, 2008

 


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

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

(Amendment No.1)*

MSC.Software Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

553531104

(CUSIP Number)

December 31, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o       Rule 13d-1(b)

x       Rule 13d-1(c)

o       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 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).

 

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott Associates, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

5.

SOLE VOTING POWER

1,153,025

6.

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER

1,153,025

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,153,025

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.6%

12.

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott International, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

1,729,535

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,729,535

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,729,535

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.9%

12.

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott International Capital Advisors Inc.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

1,729,535

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,729,535

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,729,535

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*  

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.9%

12.

TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

This statement is filed with respect to the shares of common stock (the “Common Stock”) of MSC.Software Corporation (the “Issuer”) beneficially owned by Elliott Associates, L.P. and its wholly owned subsidiaries (“Elliott Associates”), Elliott International, L.P. (“Elliott International”) and Elliott International Capital Advisors Inc. (“International Advisors” and collectively, the “Reporting Persons”) as of December 31, 2007 and amends and supplements the Schedule 13G originally filed on November 19, 2007 (the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

Elliott Associates beneficially owns 1,153,025 shares of Common Stock.

Elliott International and International Advisors together beneficially own 1,729,535 shares of Common Stock.

Elliott Associates, Elliott International and International Advisors together beneficially own an aggregate of 2,882,560 shares of Common Stock.

 

(b)

Percent of class:

Elliott Associates’ beneficial ownership of 1,153,025 shares of Common Stock constitutes 2.6% of all of the outstanding shares of Common Stock.

Elliott International and International Advisors’ aggregate beneficial ownership of 1,729,535 shares of Common Stock constitutes 3.9% of all of the outstanding shares of Common Stock.

Elliott Associates, Elliott International and International Advisors’ aggregate beneficial ownership of 2,882,560 shares of Common Stock constitutes 6.5% of all the outstanding shares of Common Stock.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote

Elliott Associates has sole power to vote or direct the vote of 1,153,025 shares of Common Stock.

 

(ii)

Shared power to vote or to direct the vote

Elliott International and International Advisors together have shared power to vote or direct the vote of 1,729,535 shares of Common Stock.

 

(iii)

Sole power to dispose or to direct the disposition of

Elliott Associates has sole power to dispose or direct the disposition of 1,153,025 shares of Common Stock.

 

(iv)

Shared power to dispose or to direct the disposition of

Elliott International and International Advisors together have shared power to dispose or direct the disposition of 1,729,535 shares of Common Stock.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Elliott Associates’ 1,153,025 shares of Common Stock are held by The Liverpool Limited Partnership, a Bermuda limited partnership that is a wholly owned subsidiary of Elliott Associates.

Item 10.

Certification.

By signing below the undersigned certifies that, to the best of its 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.

 

SIGNATURES

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

 

Dated:

February 13, 2008

 

ELLIOTT ASSOCIATES, L.P.

By:        Elliott Capital Advisors, L.P., as General Partner

By:        Braxton Associates, Inc., as General Partner

 

By:   /s/  Elliot Greenberg

 

Elliot Greenberg,

Vice President

 

 

 

ELLIOTT INTERNATIONAL, L.P.

By:    Elliott Intrnational Capital Advisors Inc.,

as Attorney-in-Fact

 

By:   /s/  Elliot Greenberg

 

Elliot Greenberg,

Vice President

 

 

 

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.

 

By:   /s/  Elliot Greenberg

 

Elliot Greenberg,

Vice President

 

 

 

 

 

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