Filed by Bowne Pure Compliance
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Redpoint Ventures
3000 Sand Hill Road, Building 2, Suite 290
Menlo Park, California 94025
Telephone: (650) 926-5600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 (“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).
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NAMES OF REPORTING PERSONS
Redpoint Omega, L.P. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ (1) |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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3,909,092 shares (2) |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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3,909,092 shares (2) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,909,092 shares (2) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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33.215%(3) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
(1) This Schedule 13D is filed by Redpoint Omega, L.P. (“RO LP”), Redpoint Omega Associates, LLC (“ROA LLC”) and Redpoint Omega, LLC (“RO LLC,” together with RO LP and
ROA LLC, the “Reporting Persons”). The Reporting Persons expressly disclaim
status as a "group" for purposes of this Schedule 13D. RO LP is under common control
with ROA LLC. RO LLC is the general partner of RO LP and possesses sole voting and
investment control over the shares owned by RO LP and may be deemed to have indirect
beneficial ownership of the shares held by RO LP. RO LLC owns no securities of the
Issuer directly.
(2) Includes (i)
1,296,667 shares of Common Stock initially issuable upon conversion of 58,350
shares of Series A Convertible Preferred Stock (the “Series A Preferred
Stock”) held by RO LP; (ii) 648,334 shares of Common Stock issuable pursuant
to common stock purchase warrants (the “Class A Warrants”) held by
RO LP, (iii) 1,237,727 shares of Common Stock issuable upon conversion of 68,075
shares of Series B Convertible Preferred Stock (the “Series B Preferred
Stock”) that are issuable upon exercise of warrants (the “Unit Warrants”)
to purchase 68,075 Units held by RO LP, (iv) 618,864 shares of Common Stock
issuable pursuant to common stock purchase warrants (the “Class B Warrants”)
issuable upon exercise of the Unit Warrants held by RO LP, (v) 36,667 shares
of Common Stock initially issuable upon conversion of 1,650 shares of Series
A Preferred Stock held by ROA LLC, (vi) 18,333 shares of Common Stock issuable
pursuant to Class A Warrants held by ROA LLC, (vii) 35,000 shares of Common
Stock issuable upon conversion of 1,925 shares of Series B Preferred Stock
issuable upon exercise of Unit Warrants to purchase 1,925 Units held by ROA LLC,
and (viii) 17,500 shares of Common Stock issuable pursuant to the Class B
Warrants issuable upon exercise of the Unit Warrants held by ROA LLC.
(3) This percentage is calculated based upon 7,859,890 shares of the Issuer’s common stock outstanding as of September 9, 2008, as set forth in the Issuer’s final prospectus filed under Rule 424(b)(3) filed with the Securities and Exchange Commission on September 23, 2008. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13D is provided as of October 27, 2008.
Page 2
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NAMES OF REPORTING PERSONS
Redpoint Omega Associates, LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ (1) |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
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| NUMBER OF |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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3,909,092 shares (2) |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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3,909,092 shares (2) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,909,092 shares (2) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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33.215%(3) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
(1) This Schedule 13D is filed by the Reporting Persons.
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D. RO LP is under common control
with ROA LLC. RO LLC is the general partner of RO LP and possesses sole voting and investment control over the shares
owned by RO LP and may be deemed to have indirect beneficial ownership of the shares held by RO LP. RO LLC owns no
securities of the Issuer directly.
(2) Includes (i) 1,296,667 shares of Common Stock initially issuable upon conversion of 58,350 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) held by RO LP; (ii) 648,334 shares of Common Stock issuable pursuant to common stock purchase warrants (the “Class A Warrants”) held by RO LP, (iii) 1,237,727 shares of Common Stock issuable upon conversion of 68,075 shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”) that are issuable upon exercise of warrants (the “Unit Warrants”) to purchase 68,075 Units held by RO LP, (iv) 618,864 shares of Common Stock issuable pursuant to common stock purchase warrants (the “Class B Warrants”) issuable upon exercise of the Unit Warrants held by RO LP, (v) 36,667 shares of Common Stock initially issuable upon conversion of 1,650 shares of Series A Preferred Stock held by ROA LLC, (vi) 18,333 shares of Common Stock issuable pursuant to Class A Warrants held by ROA LLC, (vii) 35,000 shares of Common Stock issuable upon conversion of 1,925 shares of Series B Preferred Stock issuable upon exercise of Unit Warrants to purchase 1,925 Units held by ROA LLC, and (viii) 17,500 shares of Common Stock issuable pursuant to the Class B Warrants issuable upon exercise of the Unit Warrants held by ROA LLC.
(3) This percentage is calculated based upon 7,859,890 shares of the Issuer’s common stock outstanding as of September 9, 2008, as set forth in the Issuer’s final prospectus filed under Rule 424(b)(3) filed with the Securities and Exchange Commission on September 23, 2008. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13D is provided as of October 27, 2008.
Page 3
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| 1 |
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NAMES OF REPORTING PERSONS
Redpoint Omega, LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ (1) |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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3,909,092 shares (2) |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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| WITH |
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SHARED DISPOSITIVE POWER |
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3,909,092 shares (2) |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,909,092 shares (2) |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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33.215%(3) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
(1) This Schedule 13D is filed by
the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13D. RO LP is under common control with ROA LLC. RO LLC
is the general partner of RO LP and possesses sole voting and investment control
over the shares owned by RO LP and may be deemed to have indirect beneficial
ownership of the shares held by RO LP. RO LLC owns no securities of the Issuer
directly.
(2) Includes (i)
1,296,667 shares of Common Stock initially issuable upon conversion of 58,350
shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”)
held by RO LP; (ii) 648,334 shares of Common Stock issuable pursuant to common
stock purchase warrants (the “Class A Warrants”) held by RO LP, (iii)
1,237,727 shares of Common Stock issuable upon conversion of 68,075 shares of
Series B Convertible Preferred Stock (the “Series B Preferred Stock”) that
are issuable upon exercise of warrants (the “Unit Warrants”) to
purchase 68,075 Units held by RO LP, (iv) 618,864 shares of Common Stock
issuable pursuant to common stock purchase warrants (the “Class B
Warrants”) issuable upon exercise of the Unit Warrants held by RO LP,
(v) 36,667 shares of Common Stock initially issuable upon conversion of
1,650 shares of Series A Preferred Stock held by ROA LLC, (vi) 18,333
shares of Common Stock issuable pursuant to Class A Warrants held by
ROA LLC, (vii) 35,000 shares of Common Stock issuable upon conversion of
1,925 shares of Series B Preferred Stock issuable upon exercise of Unit
Warrants to purchase 1,925 Units held by ROA LLC, and (viii) 17,500
shares of Common Stock issuable pursuant to the Class B Warrants
issuable upon exercise of the Unit Warrants held by ROA LLC.
(3) This
percentage is calculated based upon 7,859,890 shares of the Issuer’s common
stock outstanding as of September 9, 2008, as set forth in the Issuer’s
final prospectus filed under Rule 424(b)(3) filed with the Securities and
Exchange Commission on September 23, 2008. The information with respect
to the ownership of the Common Stock by the Reporting Persons filing this
statement on Schedule 13D is provided as of October 27, 2008.
Page 4
CUSIP No. 03662X 10 0
Introductory Note: This Amendment No. 1 amends the statement on Schedule 13D filed with the
Securities and Exchange Commission (the “Commission”) on June 26, 2008 (the “Original Schedule
13D”), and is being filed by Redpoint Omega, L.P. (“RO LP”), Redpoint Omega Associates, LLC (“ROA
LLC”) and Redpoint Omega, LLC (“RO LLC,” together with RO LP and ROA LLC, the “Reporting Persons”),
to report that Stockholder Approval was received September 9, 2008. By virtue of such Stockholder
Approval, the beneficial ownership caps reflected in the Original Schedule 13D have been eliminated
and the Reporting Persons may be deemed to beneficially own all of the shares issuable upon the
exercise of the Unit Warrants, the conversion of the Series B Preferred and the exercise of the
Class B Warrants. Except as reflected in this Amendment No. 1, all items of the Original Schedule
13D remain unchanged. All capitalized terms used in this Amendment No. 1 but not defined herein
shall have the meanings ascribed thereto in the Original Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is amended hereby to add the following paragraph:
Stockholder Approval Received
Stockholder Approval was received September 9, 2008. As a result, the limitations on the Reporting
Persons’ ability to exercise the Securities, which capped the Reporting Persons’ beneficial
ownership percentage at 19.999%, have been eliminated. As a result, the Reporting Persons may be
deemed to beneficially own all of the shares issuable upon the exercise of the Unit Warrants, the
conversion of the Series B Preferred and the exercise of the Class B Warrants.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated as follows:
The following information with respect to the beneficial ownership of the Common Stock of the
Issuer by the Reporting Persons filing this Amendment No. 1 to the Original Schedule 13D is
provided as of October 27, 2008:
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Common |
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Stock |
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Issuable |
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Warrants |
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Upon |
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Issuable |
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Conversion |
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Series A |
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Class A |
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Unit |
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Upon |
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and Exercise |
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Convertible |
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Warrants |
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Warrants |
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Exercise of |
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of Securities |
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Shared |
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Shared |
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Beneficial |
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Preferred Stock |
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Held |
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Held |
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Unit |
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Held Directly |
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Voting |
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Dispositive |
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Ownership |
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Percentage of |
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Held Directly |
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Directly |
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Directly |
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Warrants |
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(1) |
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Power (1) |
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Power (1) |
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(1) |
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Class (1) |
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RO LP |
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1,296,667 |
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648,334 |
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1,237,727 |
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618,864 |
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3,801,592 |
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3,909,092 |
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3,909,092 |
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3,909,092 |
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33.215 |
% |
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ROA LLC |
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36,667 |
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18,333 |
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35,000 |
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18,333 |
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107,500 |
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3,909,092 |
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3,909,092 |
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3,909,092 |
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33.215 |
% |
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RO LLC (2) |
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0 |
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0 |
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0 |
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0 |
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0 |
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3,909,092 |
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3,909,092 |
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3,909,092 |
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33.215 |
% |
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| (1) |
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Represents the number of shares of Common Stock currently underlying all Securities held by
the Reporting Person. |
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| (2) |
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RO LP is under common control with ROA LLC. RO LLC is the general partner of RO LP and
possesses sole power to direct the voting and disposition of the shares owned by RO LP and may
be deemed to have indirect beneficial ownership of the shares held by RO LP. RO LLC owns no
securities of the Issuer directly. |
Other than under the transactions described above, no transactions in the Common Stock of the
Issuer have been effected by the Purchasers, or to the knowledge of the Purchasers, by any of the
individuals listed on Exhibit 1, during the past 60 days.
To the knowledge of the Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by
this Schedule 13D.
Page 5
CUSIP No. 03662X 10 0
Item 7. Material to Be Filed as Exhibits
| A. |
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Joint Filing Statement |
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| B. |
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Securities Purchase Agreement (Incorporated by reference to Form 8-K filed with the Commission
on June 17, 2008) |
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| C. |
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Common Stock Purchase Warrant (Incorporated by reference to Form 8-K filed with the Commission
on June 17, 2008) |
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| D. |
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Warrant Agreement (Incorporated by reference to Form 8-K filed with the Commission on June 17,
2008) |
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| E. |
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Certificate Of Designations, Number, Voting Powers, Preferences and Rights of Series A
Convertible Preferred Stock (Incorporated by reference to Form 8-K filed with the Commission on
June 17, 2008) |
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| F. |
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Registration Rights Agreement (Incorporated by reference to Form 8-K filed with the Commission
on June 17, 2008) |
Page 6
CUSIP No. 03662X 10 0
SIGNATURES
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: October 28, 2008
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| REDPOINT OMEGA, L.P. |
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By:
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Redpoint Omega, LLC |
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Its:
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General Partner |
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By: |
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/s/ Allen Beasley |
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Name: |
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W. Allen Beasley |
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Managing Director |
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| REDPOINT OMEGA ASSOCIATES, LLC |
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By: |
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/s/ Allen Beasley |
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Name: |
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W. Allen Beasley |
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Manager |
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| REDPOINT OMEGA, LLC |
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By: |
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/s/ Allen Beasley |
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Name: |
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W. Allen Beasley |
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Managing Director |
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The original statement shall be signed by each person on whose behalf the statement is filed or
his authorized representative. If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner of the filing person), evidence
of the representative’s authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
Page 7
CUSIP No. 03662X 10 0
EXHIBIT INDEX
| A. |
|
Joint Filing Statement |
| |
| B. |
|
Securities Purchase Agreement (Incorporated by reference to Form 8-K filed with the Commission
on June 17, 2008) |
| |
| C. |
|
Common Stock Purchase Warrant (Incorporated by reference to Form 8-K filed with the Commission
on June 17, 2008) |
| |
| D. |
|
Warrant Agreement (Incorporated by reference to Form 8-K filed with the Commission on June 17,
2008) |
| |
| E. |
|
Certificate Of Designations, Number, Voting Powers, Preferences and Rights of Series A
Convertible Preferred Stock (Incorporated by reference to Form 8-K filed with the Commission on
June 17, 2008) |
| |
| F. |
|
Registration Rights Agreement (Incorporated by reference to Form 8-K filed with the Commission
on June 17, 2008) |
Page 8