-----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, ECqVZGv1nEjST6VXqJZWxpiL/tES7yQFSYJRBTiZ3Oxp5dGtGjDKXKnokd9fhfTH vGZiD9AVYP+wMNmzGATUHA== 0001104659-08-054111.txt : 20080820 0001104659-08-054111.hdr.sgml : 20080820 20080820170332 ACCESSION NUMBER: 0001104659-08-054111 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20080820 DATE AS OF CHANGE: 20080820 GROUP MEMBERS: ROMESH WADHWANI GROUP MEMBERS: STG III GP, L.P. GROUP MEMBERS: STG III, L.P. GROUP MEMBERS: STG III-A, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHORDIANT SOFTWARE INC CENTRAL INDEX KEY: 0001042134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 931051328 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58615 FILM NUMBER: 081030472 BUSINESS ADDRESS: STREET 1: 20400 STEVENS CREEK BLVD STREET 2: SUITE 400 CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 408-517-6100 MAIL ADDRESS: STREET 1: 20400 STEVENS CREEK BLVD STREET 2: SUITE 400 CITY: CUPERTINO STATE: CA ZIP: 95014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STG UGP, LLC CENTRAL INDEX KEY: 0001416748 IRS NUMBER: 208818310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2475 HANOVER STREET CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: (650) 935-9500 MAIL ADDRESS: STREET 1: 2475 HANOVER STREET CITY: PALO ALTO STATE: CA ZIP: 94304 FORMER COMPANY: FORMER CONFORMED NAME: STG UGP LTD DATE OF NAME CHANGE: 20071029 SC 13D/A 1 a08-22063_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

[Rule 13d-101]

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No.  2)*

 

Chordiant Software, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

170404305

(CUSIP Number)

 

Symphony Technology Group, LLC

2475 Hanover Street

Palo Alto, California  94304

Telephone:  (650) 935-9500

 

with copies to:

 

Steve L. Camahort, Esq.

O’Melveny & Myers LLP

Embarcadero Center West

275 Battery Street, Suite 2600

San Francisco, CA 94111

Telephone:  (415) 984-8700

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

 

August 19, 2008

(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).

 



 

CUSIP No.   170404305

 

 

1.

Names of Reporting Persons
STG UGP, LLC

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

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
2,803,175 (See Item 5)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,803,175 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,803,175 (See Item 5)

 

 

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)
9.3% (See Item 5)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

2



 

CUSIP No.   170404305

 

 

1.

Names of Reporting Persons
STG III GP, L.P.

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

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
2,803,175 (See Item 5)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,803,175 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,803,175 (See Item 5)

 

 

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)
9.3% (See Item 5)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No.   170404305

 

 

1.

Names of Reporting Persons
STG III, L.P.

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

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
2,474,923 (See Item 5)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,474,923 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,474,923 (See Item 5)

 

 

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)
8.2% (See Item 5)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

4



 

CUSIP No.   170404305

 

 

1.

Names of Reporting Persons
STG III-A, L.P.

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

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
328,252 (See Item 5)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
328,252 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
328,252 (See Item 5)

 

 

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)
1.1% (See Item 5)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

5



 

CUSIP No.   170404305

 

 

1.

Names of Reporting Persons
Romesh Wadhwani

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,803,175 (See Item 5)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,803,175 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,803,175 (See Item 5)

 

 

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)
9.3% (See Item 5)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

6



 

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D filed by the Reporting Persons (as such term is defined in Item 2) on June 11, 2008 (the “Schedule 13D”).

 

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.  The information set forth in Schedule 13D and the Exhibit and Schedule to the Schedule 13D and the Exhibits attached hereto is expressly incorporated herein by reference and the response to each item of this Amendment No. 2 and the Schedule 13D is qualified in its entirety by the provisions of such Exhibits and Schedule.

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and restated in its entirety as follows:

“In a series of transactions completed on August 19, 2008, STG III and STG III-A acquired 2,803,175 shares of Common Stock for approximately $15,199,925 in investment capital.”

 

 

Item 5.

Interest in Securities of the Issuer

(a) Item 5(a) of the Schedule 13D is amended and restated in its entirety as follows:

 

“The Reporting Persons may be deemed to beneficially own an aggregate of 2,803,175 shares of Common Stock (the “Shares”).

 

The Company has reported on its Quarterly Report on Form 10-Q for the period ended  June 30, 2008, that there were 30,063,369 shares of Common Stock issued and outstanding as of July 25, 2008.  The Shares that may be deemed to be beneficially owned by the Reporting Persons represent approximately 9.3% of the outstanding shares of Common Stock as of July 25, 2008.  The foregoing percentage was calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically excludes from such calculations all securities not outstanding which are subject to options, warrants, rights or conversion privileges and which are beneficially owned by any person other than the Reporting Persons.

 

By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Exchange Act.  As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own , the shares beneficially owned by members of the group as a whole.  The filing of this Statement shall not be construed as an admission that the Reporting Persons beneficially own those shares held by any other members of the group.”

 

(b) Item 5(b) of the Schedule 13D is amended and restated in its entirety as follows:

 

“2,474,923 shares of Common Stock are owned directly by STG III and 328,252 shares of Common Stock are owned directly by STG III-A.  STG III GP is the sole general partner of STG III and STG III-A and consequently has the power to vote or direct the voting, or dispose or direct the disposition, of all of the Shares.  STG UGP is the sole general partner of STG III GP and controls the voting or disposition of all of the Shares.  Dr. Wadhwani is the Manager of STG UGP and either has sole authority and discretion to manage and conduct the affairs of STG UGP or has veto power over the management and conduct of STG UGP.  By reason of these relationships, each of the Reporting Persons may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of the Shares beneficially owned by such Reporting Person as indicated above.

 

STG III GP, STG UGP and Dr. Wadhwani each disclaim beneficial ownership of the Shares held directly by STG III and STG III-A except to the extent of their pecuniary interest therein.  The filing of this Statement shall not be construed as an admission that any of the Reporting Persons share beneficial ownership for purposes of Section 13(d) of the Exchange Act.”

 

(c) Item 5(c) of the Schedule 13D is amended and restated in its entirety as follows:

 

7



 

“The following charts reflect the transactions in the shares of Common Stock effected by STG III and STG III-A during the past sixty days, all of which were effected on the open market through various brokerage entities.

 

Transactions in Common Stock by STG III in the past sixty days:

 

Date of Transaction

 

Nature of Transaction

 

Quantity

 

Price Per Share

 

June 19, 2008

 

Purchase of Common Stock

 

36,199

 

$

5.4668

 

August 19,2008

 

Purchase of Common Stock

 

304,601

 

$

5.9500

 

 

Transactions in Common Stock by STG III-A in the past sixty days:

 

Date of Transaction

 

Nature of Transaction

 

Quantity

 

Price Per Share

 

June 19, 2008

 

Purchase of Common Stock

 

4,801

 

$

5.4668

 

August 19, 2008

 

Purchase of Common Stock

 

40,400

 

$

5.9500

 

 

8



 

Item 7.

Material to be Filed as Exhibits

 

99.2

Power of Attorney granted by STG UGP, LLC

 

 

99.3

Power of Attorney granted by STG III GP, L.P.

 

 

99.4

Power of Attorney granted by STG III, L.P.

 

 

99.5

Power of Attorney granted by STG III-A, L.P.

 

 

99.6

Power of Attorney granted by Dr. Romesh Wadhwani

 

9



 

SIGNATURE

 

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

 

Dated: August 20, 2008

 

 

STG UGP, LLC

 

 

 

By:

/s/ Brad MacMillin

 

Name: Brad MacMillin

 

Title:   Authorized Person*

 

 

 

 

 

STG III GP, L.P.

 

By: STG UGP, LLC, its general partner

 

 

 

By:

/s/ Brad MacMillin

 

Name: Brad MacMillin

 

Title:   Authorized Person*

 

 

 

 

 

STG III GP, L.P.

 

By: STG III GP, L.P., its general partner

 

 

 

By: STG UGP, LLC, its general partner

 

 

 

By:

/s/ Brad MacMillin

 

Name: Brad MacMillin

 

Title:   Authorized Person*

 

 

 

 

 

STG III GP, L.P.

 

By: STG III GP, L.P., its general partner

 

 

 

By: STG UGP, LLC, its general partner

 

 

 

By:

/s/ Brad MacMillin

 

Name: Brad MacMillin

 

Title:   Authorized Person*

 

 

 

 

 

ROMESH WADHWANI

 

 

 

By:

/s/ Brad MacMillin

 

Name: Brad MacMillin

 

Title:   Authorized Person*

 


* See attached Powers of Attorney

 

10



 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Document

99.2

 

Power of Attorney granted by STG UGP, LLC

 

 

 

99.3

 

Power of Attorney granted by STG III GP, L.P.

 

 

 

99.4

 

Power of Attorney granted by STG III, L.P.

 

 

 

99.5

 

Power of Attorney granted by STG III-A, L.P.

 

 

 

99.6

 

Power of Attorney granted by Dr. Romesh Wadhwani

 

11


EX-99.2 2 a08-22063_1ex99d2.htm EX-99.2

EXHIBIT 99.2

 

POWER OF ATTORNEY

 

To Prepare and Execute documents Pursuant to sections 13 and 16
of the Securities Exchange Act of 1934, as Amended,
and Rules Thereunder, by and on Behalf of

 

STG UGP, LLC

 

Know all by these presents, that the undersigned hereby constitutes and appoints Brad MacMillin the undersigned’s true and lawful attorney-in-fact to:

 

(1)           prepare, execute, acknowledge, deliver and file, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to STG UGP, LLC’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”) (including, without limitation, any Joint Filing Agreement with respect thereto);

 

(2)           do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to comply with the requirements of Sections 13 and 16 of the Exchange Act including, but not limited to, executing documents required by said sections of the Exchange Act and effecting timely filing thereof with the SEC and any other authority; and

 

(3)           take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of May, 2008.

 

 

STG UGP, LLC

 

 

 

By:

   /s/ Romesh Wadhwani

 

Name:

Romesh Wadhwani

 

Title:

Manager

 

 


EX-99.3 3 a08-22063_1ex99d3.htm EX-99.3

EXHIBIT 99.3

 

POWER OF ATTORNEY

 

To Prepare and Execute documents Pursuant to sections 13 and 16
of the Securities Exchange Act of 1934, as Amended,
and Rules Thereunder, by and on Behalf of

 

STG III GP, L.P.

 

Know all by these presents, that the undersigned hereby constitutes and appoints Brad MacMillin the undersigned’s true and lawful attorney-in-fact to:

 

(1)           prepare, execute, acknowledge, deliver and file, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to STG III GP, L.P.’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”) (including, without limitation, any Joint Filing Agreement with respect thereto);

 

(2)           do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to comply with the requirements of Sections 13 and 16 of the Exchange Act including, but not limited to, executing documents required by said sections of the Exchange Act and effecting timely filing thereof with the SEC and any other authority; and

 

(3)           take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of May, 2008.

 

 

STG III GP, L.P.

 

 

 

By: STG UGP, LLC, its general partner

 

 

 

By:

   /s/ Romesh Wadhwani

 

Name:

Romesh Wadhwani

 

Title:

Manager

 


EX-99.4 4 a08-22063_1ex99d4.htm EX-99.4

EXHIBIT 99.4

 

POWER OF ATTORNEY

 

To Prepare and Execute documents Pursuant to sections 13 and 16
of the Securities Exchange Act of 1934, as Amended,
and Rules Thereunder, by and on Behalf of

 

STG III, L.P.

 

Know all by these presents, that the undersigned hereby constitutes and appoints Brad MacMillin the undersigned’s true and lawful attorney-in-fact to:

 

(1)           prepare, execute, acknowledge, deliver and file, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to STG III, L.P.’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”) (including, without limitation, any Joint Filing Agreement with respect thereto);

 

(2)           do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to comply with the requirements of Sections 13 and 16 of the Exchange Act including, but not limited to, executing documents required by said sections of the Exchange Act and effecting timely filing thereof with the SEC and any other authority; and

 

(3)           take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of May, 2008.

 

 

STG III, L.P.

 

 

 

By: STG III GP, L.P., its general partner

 

 

 

By: STG UGP, LLC, its general partner

 

 

 

By:

   /s/ Romesh Wadhwani

 

Name:

Romesh Wadhwani

 

Title:

Manager

 


EX-99.5 5 a08-22063_1ex99d5.htm EX-99.5

EXHIBIT 99.5

 

POWER OF ATTORNEY

 

To Prepare and Execute documents Pursuant to sections 13 and 16
of the Securities Exchange Act of 1934, as Amended,
and Rules Thereunder, by and on Behalf of

 

STG III-A, L.P.

 

Know all by these presents, that the undersigned hereby constitutes and appoints Brad MacMillin the undersigned’s true and lawful attorney-in-fact to:

 

(1)           prepare, execute, acknowledge, deliver and file, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to STG III-A, L.P.’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”) (including, without limitation, any Joint Filing Agreement with respect thereto);

 

(2)           do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to comply with the requirements of Sections 13 and 16 of the Exchange Act including, but not limited to, executing documents required by said sections of the Exchange Act and effecting timely filing thereof with the SEC and any other authority; and

 

(3)           take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of May, 2008.

 

 

STG III-A, L.P.

 

 

 

By: STG III GP, L.P., its general partner

 

 

 

By: STG UGP, LLC, its general partner

 

 

 

By:

   /s/ Romesh Wadhwani

 

Name:

Romesh Wadhwani

 

Title:

Manager

 


EX-99.6 6 a08-22063_1ex99d6.htm EX-99.6

EXHIBIT 99.6

 

POWER OF ATTORNEY

 

To Prepare and Execute documents Pursuant to sections 13 and 16
of the Securities Exchange Act of 1934, as Amended,
and Rules Thereunder, by and on Behalf of

 

DR. ROMESH WADHWANI

 

Know all by these presents, that the undersigned hereby constitutes and appoints Brad MacMillin the undersigned’s true and lawful attorney-in-fact to:

 

(1)           prepare, execute, acknowledge, deliver and file, for and on behalf of the undersigned, any and all forms, schedules, reports and other documents relating to Dr. Romesh Wadhwani’s direct or indirect ownership of securities that are required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”) (including, without limitation, any Joint Filing Agreement with respect thereto);

 

(2)           do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to comply with the requirements of Sections 13 and 16 of the Exchange Act including, but not limited to, executing documents required by said sections of the Exchange Act and effecting timely filing thereof with the SEC and any other authority; and

 

(3)           take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of May, 2008.

 

 

ROMESH WADHWANI

 

 

 

By:

   /s/ Romesh Wadhwani

 

Name:

Romesh Wadhwani

 


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