-----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, VysIOj8LOLEcLkEENkxFaVT+lOQFMfXWnyo5qHWKcC2QRq3WbDD/e5tigpqRD1Sx PLkMB6APSpVugsRpt28NCg== 0000906344-06-000078.txt : 20060210 0000906344-06-000078.hdr.sgml : 20060210 20060210151229 ACCESSION NUMBER: 0000906344-06-000078 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENTRUST INC CENTRAL INDEX KEY: 0001031283 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 621670648 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-55217 FILM NUMBER: 06598130 BUSINESS ADDRESS: STREET 1: 4975 PRESTON PARK BLVD STREET 2: ONE PRESTON PARK SOUTH CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: 9729437300 MAIL ADDRESS: STREET 1: 4975 PRESTON PARK BLVD STREET 2: ONE PRESTON PARK SOUTH CITY: PLANO STATE: TX ZIP: 75093 FORMER COMPANY: FORMER CONFORMED NAME: ENTRUST TECHNOLOGIES INC DATE OF NAME CHANGE: 19980619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTCLIFF CAPITAL MANAGEMENT LLC/CA CENTRAL INDEX KEY: 0001057396 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 7TH AVE SUITE 105 CITY: SANTA CRUZ STATE: CA ZIP: 95062 BUSINESS PHONE: 4084770422 MAIL ADDRESS: STREET 1: 200 SEVENTH AVE STREET 2: SUITE 105 CITY: SANTA CRUZ STATE: CA ZIP: 95602 SC 13G 1 entru13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___) Entrust, Inc. ------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 293848107 --------- (CUSIP Number) December 31, 2005 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] 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 the disclosures provided in a prior cover page. The information required in 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. 293848107 SCHEDULE 13G Page 2 of 8 1 Name of Reporting Person WESTCLIFF CAPITAL MANAGEMENT, LLC IRS Identification No. of Above Person 77-0435868 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization CALIFORNIA NUMBER OF 5 Sole Voting Power 3,044,607 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 3,044,607 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each 3,044,607 Reporting Person 10 Check Box if the Aggregate Amount in Row (9) Excludes [ ] Certain Shares 11 Percent of Class Represented by Amount in Row 9 5.07% 12 Type of Reporting Person IA CUSIP No. 293848107 SCHEDULE 13G Page 3 of 8 1 Name of Reporting Person RICHARD S. SPENCER III IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization United States NUMBER OF 5 Sole Voting Power 3,044,607 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 3,044,607 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each 3,044,607 Reporting Person 10 Check Box if the Aggregate Amount in Row (9) Excludes [ ] Certain Shares 11 Percent of Class Represented by Amount in Row 9 5.07% 12 Type of Reporting Person HC, IN CUSIP No. 293848107 SCHEDULE 13G Page 4 of 8 Item 1(a). Name of Issuer: Entrust, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: One Hanover Park, Suite 800 16633 Dallas Parkway Addison, TX 75001 Item 2(a). Names of Persons Filing: Westcliff Capital Management, LLC ("Westcliff LLC") and Richard S. Spencer III ("Spencer", and collectively, the "Filers") Westcliff LLC and Spencer disclaim beneficial ownership of the Stock (as defined below) except to the extent of their respective pecuniary interests therein. Item 2(b). Address of Principal Business Office or, if none, Residence: 200 Seventh Avenue, Suite 105, Santa Cruz, California 95062. Item 2(c). Citizenship: See Item 4 of the cover sheet for each Filer. Item 2(d). Title of Class of Securities: This statement relates to shares of common stock of the Issuer (the "Stock"). Item 2(e). CUSIP Number: 293848107 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) [X] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); CUSIP No. 293848107 SCHEDULE 13G Page 5 of 8 (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [X} A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b) (1)(ii)(J). Item 4. Ownership. See Items 5-9 and 11 of the cover page for each Filer. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that Westcliff LLC or Spencer is, for any purpose, the beneficial owner of any of the Stock, and Westcliff LLC and Spencer disclaim beneficial ownership of the Stock except to the extent of their respective pecuniary interests therein. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual executive officers and members of the foregoing entities might be deemed the "beneficial owners" of some or all of the Stock insofar as they may be deemed to share the power to direct the voting or disposition of such Stock. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Stock, and such beneficial ownership is expressly disclaimed. The calculation of percentage of beneficial ownership in Item 11 for each Filer was derived from the Issuer's Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 4, 2005, in which the Issuer stated that the number of shares of Common Stock outstanding as of November 2, 2005 was 60,002,593. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Westcliff LLC is a registered investment adviser whose clients have the right to receive or the power to direct the receipt of CUSIP No. 293848107 SCHEDULE 13G Page 6 of 8 dividends from, or the proceeds from the sale of, the Stock. Spencer is the manager of Westcliff LLC. No individual client's holdings of the Stock are more than five percent of the outstanding Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 10, 2006 WESTCLIFF CAPITAL MANAGEMENT, LLC By:/s/ Richard S. Spencer III ------------------------------ Richard S. Spencer III Its Manager RICHARD S. SPENCER III /s/ Richard S. Spencer III ------------------------------ Richard S. Spencer III CUSIP No. 293848107 SCHEDULE 13G Page 7 of 8 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 8 CUSIP No. 293848107 SCHEDULE 13G Page 8 of 8 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: February 10, 2006 WESTCLIFF CAPITAL MANAGEMENT, LLC By:/s/ Richard S. Spencer III ------------------------------ Richard S. Spencer III Its Manager RICHARD S. SPENCER III /s/ Richard S. Spencer III ------------------------------ Richard S. Spencer III -----END PRIVACY-ENHANCED MESSAGE-----