-----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, GzGekodz6xBLLz3fzToELY5w+jOM+bVvOz4iF4wAgjWeDVmJBe8qs+3/soeOjNVM njcYCSWnTon6S0Fgvbd97Q== 0001104659-06-083875.txt : 20061226 0001104659-06-083875.hdr.sgml : 20061225 20061226133926 ACCESSION NUMBER: 0001104659-06-083875 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061226 DATE AS OF CHANGE: 20061226 GROUP MEMBERS: CRAIG HALL GROUP MEMBERS: HALL PHOENIX/INWOOD, LTD GROUP MEMBERS: HALL SEARCH GP, LLC, GROUP MEMBERS: PHOENIX/INWOOD CORPORATION GROUP MEMBERS: SEARCH FINANCIAL SERVICES, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOCUCORP INTERNATIONAL INC CENTRAL INDEX KEY: 0001033864 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 752690838 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55617 FILM NUMBER: 061298694 BUSINESS ADDRESS: STREET 1: 5400 LBJ FREEWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2148916500 MAIL ADDRESS: STREET 1: 5400 LBJ FREEWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: DOCUCORP INC DATE OF NAME CHANGE: 19970215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Skywire Software, LLC CENTRAL INDEX KEY: 0001383928 IRS NUMBER: 752909620 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2401 INTERNET BLVD. STREET 2: SUITE 201 CITY: FRISCO STATE: TX ZIP: 75034 BUSINESS PHONE: (972)377-1110 MAIL ADDRESS: STREET 1: 2401 INTERNET BLVD. STREET 2: SUITE 201 CITY: FRISCO STATE: TX ZIP: 75034 SC 13D/A 1 a06-25987_2sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Docucorp International, Inc.

(Name of Issuer)

 

Common Stock, $.01 Par Value

(Title of Class of Securities)

 

255911109

(CUSIP Number)

 

C. Patrick Brandt

Skywire Software, LLC

2401 Internet Blvd.

Suite 201

Frisco, TX  75034

 (972) 377-1110

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 20, 2006

(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 §240.13d-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).

 

 




 

CUSIP No.   255911109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Skywire Software, LLC, IRS Identification No.: 75-2909620

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF, BK

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,005,729 shares*

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,005,729 shares*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
16.08%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


* An aggregate of 2,005,729  shares of Docucorp International, Inc. (the “Company”) common stock are subject to agreements dated December 6, 2006 (each, a “Support Agreement”) entered into by Skywire Software, LLC (“Skywire”) and each of the parties set forth on Schedule I.  Skywire expressly disclaims beneficial ownership of any shares of Company common stock covered by the Support Agreements.  Based on the number of shares of Company common stock outstanding as of December 1, 2006 (as represented by Company in its latest quarterly filing), the number of shares of Company common stock covered by the Support Agreements represents 16.08% of the outstanding Company common stock.  

2




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Hall Phoenix/Inwood, Ltd., IRS Identification No.: 75-2503042

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF, BK

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,005,729 shares*

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,005,729 shares*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
16.08%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


* An aggregate of 2,005,729 shares of Docucorp International, Inc. (the “Company”) common stock are subject to agreements dated December 6, 2006 (each, a “Support Agreement”) entered into by Skywire Software, LLC (“Skywire”) and each of the parties set forth on Schedule I.  Hall Phoenix/Inwood, Ltd. is the controlling member of Skywire.  Skywire and Hall Phoenix/Inwood, Ltd. expressly disclaim beneficial ownership of any shares of Company common stock covered by the Support Agreements.  Based on the number of shares of Company common stock outstanding as of December 1, 2006 (as represented by Company in its latest quarterly filing), the number of shares of Company common stock covered by the Support Agreements represents 16.08% of the outstanding Company common stock.  

 

3




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Phoenix/Inwood Corporation, IRS Identification No.: 75-2430745

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF, BK

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,005,729 shares*

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,005,729 shares*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
16.08%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


* An aggregate of 2,005,729 shares of Docucorp International, Inc. (the “Company”) common stock are subject to agreements dated December 6, 2006 (each, a “Support Agreement”) entered into by Skywire Software, LLC (“Skywire”) and each of the parties set forth on Schedule I.  Phoenix/Inwood Corporation is the sole general partner of Hall Phoenix/Inwood, Ltd.  Hall Phoenix/Inwood, Ltd. is the controlling member of Skywire.  Skywire, Hall Phoenix/Inwood, Ltd. and Phoenix/Inwood Corporation expressly disclaim beneficial ownership of any shares of Company common stock covered by the Support Agreements.  Based on the number of shares of Company common stock outstanding as of December 1, 2006 (as represented by Company in its latest quarterly filing), the number of shares of Company common stock covered by the Support Agreements represents 16.08% of the outstanding Company common stock.

 

4




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Search Financial Services, LP, IRS Identification No.: 41-1356819

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF, BK

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,005,729 shares*

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,005,729 shares*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
16.08%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


* An aggregate of 2,005,729 shares of Docucorp International, Inc. (the “Company”) common stock are subject to agreements dated December 6, 2006 (each, a “Support Agreement”) entered into by Skywire Software, LLC (“Skywire”) and each of the parties set forth on Schedule I.  Search Financial Services is the sole stockholder of Phoenix/Inwood Corporation.  Phoenix/Inwood Corporation is the sole general partner of Hall Phoenix/Inwood, Ltd.  Hall Phoenix/Inwood, Ltd. is the controlling member of Skywire.  Skywire, Hall Phoenix/Inwood, Ltd., Phoenix/Inwood Corporation and Search Financial Services, LP expressly disclaim beneficial ownership of any shares of Company common stock covered by the Support Agreements.  Based on the number of shares of Company common stock outstanding as of December 1, 2006 (as represented by Company in its latest quarterly filing), the number of shares of Company common stock covered by the Support Agreements represents 16.08% of the outstanding Company common stock.  

 

5




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Hall Search GP, LLC, IRS Identification No.: ###-##-####

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF, BK

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,005,729 shares*

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,005,729 shares*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
16.08%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


* An aggregate of 2,005,729 shares of Docucorp International, Inc. (the “Company”) common stock are subject to agreements dated December 6, 2006 (each, a “Support Agreement”) entered into by Skywire Software, LLC (“Skywire”) and each of the parties set forth on Schedule I.  Hall Search GP, LLC is the sole general partner of Search Financial Services, LP.  Search Financial Services, LP is the sole stockholder of Phoenix/Inwood Corporation.  Phoenix/Inwood Corporation is the sole general partner of Hall Phoenix/Inwood, Ltd.  Hall Phoenix/Inwood, Ltd. is the controlling member of Skywire.  Skywire, Hall Phoenix/Inwood, Ltd., Phoenix/Inwood Corporation, Search Financial Services, LP and Hall Search GP, LLC expressly disclaim beneficial ownership of any shares of Company common stock covered by the Support Agreements.  Based on the number of shares of Company common stock outstanding as of December 1, 2006 (as represented by Company in its latest quarterly filing), the number of shares of Company common stock covered by the Support Agreements represents 16.08% of the outstanding Company common stock. 

6




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Craig Hall

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF, BK

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,005,729 shares*

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,005,729 shares*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
16.08%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


* An aggregate of 2,005,729 shares of Docucorp International, Inc. (the “Company”) common stock are subject to agreements dated December 6, 2006 (each, a “Support Agreement”) entered into by Skywire Software, LLC (“Skywire”) and each of the parties set forth on Schedule I.  Craig Hall is the sole manager and sole member of Hall Search GP, LLC.  Hall Search GP, LLC is the sole general partner of Search Financial Services, LP.  Search Financial Services, LP is the sole stockholder of Phoenix/Inwood Corporation.  Phoenix/Inwood Corporation is the sole general partner of Hall Phoenix/Inwood, Ltd.  Hall Phoenix/Inwood, Ltd. is the controlling member of Skywire.  Skywire, Hall Phoenix/Inwood, Ltd., Phoenix/Inwood Corporation, Search Financial Services, LP, Hall Search GP, LLC and Craig Hall expressly disclaim beneficial ownership of any shares of Company common stock covered by the Support Agreements.  Based on the number of shares of Company common stock outstanding as of December 1, 2006 (as represented by Company in its latest quarterly filing), the number of shares of Company common stock covered by the Support Agreements represents 16.08% of the outstanding Company common stock.

7




 

This Amendment No. 1 (this “Amendment”) amends and supplements the statement on Schedule 13D, dated December 6, 2006 and filed on December 18, 2006 (the “Original Schedule 13D”) relating to the common stock, par value $.01 per share (the “Common Stock”) of Docucorp International, Inc., a Delaware corporation (the “Company”) held by the Reporting Persons, as defined in the Original Schedule 13D.  The Reporting Persons are filing this Amendment to update the information with respect to the shares of the Common Stock of the Company they may be deemed to beneficially own.  The Reporting Persons are also amending Item 3.

Item 1.

Security and Issuer

 

 

Item 2.

Identity and Background

 

 

Item 3.

Source and Amount of Funds or Other Consideration

The second paragraph in this Item shall be deleted and replaced with the following:

 

The proposed transaction is valued at approximately $127,000,000.  Skywire expects to fund the consideration payable pursuant to the Merger Agreement using a combination of debt financing from a financial institution still to be determined and an equity capital contribution from Hall Phoenix/Inwood, Ltd.  If an agreement to secure funds from a financial institution is not obtained, Skywire will fund the transaction entirely from capital infused by Hall Phoenix/Inwood, Ltd.

 

 

Item 4.

Purpose of Transaction

The second paragraph in this Item shall be deleted and replaced with the following:

Pursuant to the Support Agreements, the Company Stockholders who collectively own 2,005,729  shares (including 786,258 options to acquire shares) of Common Stock (the “Subject Shares”) as set forth in Schedule I (approximately 16.08% of the Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)), have agreed to vote or consent (or cause to be voted or consented) the Subject Shares:  (i) in favor of the approval of the Transaction and the Merger Agreement; (ii) against any proposal made in opposition to or in competition with the Transaction; and (iii) against any action intended or reasonably expected to impair, delay or adversely affect Skywire’s ability to consummate the Transaction.

 

 

Item 5.

Interest in Securities of the Issuer

(a) and (b)

Paragraph 2 of this subsection shall be deleted and replaced as with the following: 

 

As a result of the Support Agreements, Skywire may be deemed to have the power to vote up to 2,005,729 shares of the Company in favor of approval of the Merger Agreement, and thus, for the purpose of Rule 13d-3 promulgated under the Act, the Reporting Persons, may be deemed to be the beneficial owner of an aggregate of 2,005,729 shares of the Company.  All shares that may be deemed to be beneficially owned by the Reporting Persons constitute approximately 16.08% of the issued and outstanding shares of the Company. 

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

 

Item 7.

Material to Be Filed as Exhibits

 

 

 

8




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:  December 22, 2006.

 

SKYWIRE SOFTWARE, LLC

 

 

 

 

 

/s/ C. Patrick Brandt

 

 

C. Patrick Brandt

 

Chief Executive Officer

 

 

 

 

 

HALL PHOENIX/INWOOD, LTD.

 

 

 

 

 

/s/ Donald L. Braun

 

 

Donald L. Braun

 

President

 

 

 

 

 

PHOENIX/INWOOD CORPORATION

 

 

 

 

 

/s/ Donald L. Braun

 

 

Donald L. Braun

 

President

 

 

 

 

 

SEARCH FINANCIAL SERVICES, LP

 

 

 

By:  Hall Search GP, LLC, its general partner

 

 

 

 

 

/s/ Donald L. Braun

 

 

Donald L. Braun

 

President/Treasurer

 

9




 

HALL SEARCH GP, LLC

 

 

 

 

 

/s/ Donald L. Braun

 

 

Donald L. Braum

 

President/Treasurer

 

 

 

 

 

/s/ Craig Hall

 

 

CRAIG HALL

 

10




Schedule I is deleted in its entirety and replaced with the following:

SCHEDULE I

The following table sets forth the name of each beneficial owner of shares of the Company, entering into a Support Agreement with Skywire, dated as of December 6, 2006. Except as indicated below, the business address of each such person is c/o Docucorp International Inc., One Lincoln Centre, Suite 300, 5400 LBJ Freeway, Dallas, Texas 75240.

Name

 

Shares Held

 

Options Held

 

Total

 

Arthur Spector

 

17,918

 

86,500

 

104,418

 

John D. Lowenberg

 

46,280

 

128,258

 

174,538

 

Anshoo S. Gupta

 

11,749

 

142,500

 

154,249

 

George F. Raymond

 

18,874

 

102,500

 

121,374

 

Michael D. Andereck

 

883,051

 

220,000

 

1,103,057

 

Milledge A. Hart III

 

241,599

 

106,500

 

348,099

 

Total

 

1,219,471

 

786,258

 

2,005,729

 

 

11



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