-----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, HqUYa0x96ylCIbRedSfSKdLk5MYiGA1m3UviTxq/bPcHn49YYjcSkwBTdwHGu68G 8qPqXHX4iqnwcCB+wraNHg== 0000890163-07-000133.txt : 20070216 0000890163-07-000133.hdr.sgml : 20070216 20070216151054 ACCESSION NUMBER: 0000890163-07-000133 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070216 DATE AS OF CHANGE: 20070216 GROUP MEMBERS: PAUL J. SOLIT GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT INC. GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDLEAF FINANCIAL SOLUTIONS INC. CENTRAL INDEX KEY: 0001069469 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 621453841 STATE OF INCORPORATION: TN FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57329 FILM NUMBER: 07631001 BUSINESS ADDRESS: STREET 1: 9020 OVERLOOK BLVD STREET 2: SUITE 300 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-221-8400 MAIL ADDRESS: STREET 1: 9020 OVERLOOK BLVD STREET 2: SUITE 300 CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: PRIVATE BUSINESS INC DATE OF NAME CHANGE: 19990322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POTOMAC CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001233369 IRS NUMBER: 133984298 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125215115 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 s11-7117_13g.txt SCHEDULE 13G SEC 1745 Potential persons who are to respond to the collection of information (02-02) contained in this form are not required to respond unless the form displays a currently valid OMB control number. UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: Washington, D.C. 20549 Expires: SCHEDULE 13G Estimated average (Rule 13d-102) burden hours per response. . Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 Goldleaf Financial Solutions, Inc. (Name of Issuer) Common Stock, par value $ .001 per share (Title of Class of Securities) 38144H208 (CUSIP Number) February 15, 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: [ ] Rule 13d-1(b) [ X ] 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 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. 38144H208 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Potomac Capital Management LLC 13-3984298 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization New York Number of 5. Sole Voting Power Shares 0 Beneficially Owned by 6. Shared Voting Power Each 585,470 Reporting Person With 7. Sole Dispositive Power 0 8. Shared Dispositive Power 585,470 9. Aggregate Amount Beneficially Owned by Each Reporting Person 585,470 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 3.44% 12. Type of Reporting Person (See Instructions) HC; OO (Limited Liability Company) 2 CUSIP No. 38144H208 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Potomac Capital Management Inc. 13-3984786 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization New York Number of 5. Sole Voting Power Shares 0 Beneficially Owned by 6. Shared Voting Power Each 585,470 Reporting Person With 7. Sole Dispositive Power 0 8. Shared Dispositive Power 585,470 9. Aggregate Amount Beneficially Owned by Each Reporting Person 585,470 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 3.44% 12. Type of Reporting Person (See Instructions) HC; CO 3 CUSIP No. 38144H208 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Paul J. Solit 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization U.S. Number of 5. Sole Voting Power Shares 0 Beneficially Owned by 6. Shared Voting Power Each 585,470 Reporting Person With 7. Sole Dispositive Power 0 8. Shared Dispositive Power 585,470 9. Aggregate Amount Beneficially Owned by Each Reporting Person 585,470 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 3.44% 12. Type of Reporting Person (See Instructions) IN; HC 4 Item 1. (a) Name of Issuer Goldleaf Financial Solutions, Inc. (b) Address of Issuer's Principal Executive Offices 9020 Overlook Blvd.m Suite 300 Brentwood, TN 37027 Item 2. (a) Name of Person Filing This statement is being filed by (i) Potomac Capital Management LLC; (ii) Potomac Capital Management Inc.; and (iii) Paul J. Solit (b) Address of Principal Business Office or, if none, Residence (i), (ii), and (iii) 825 Third Avenue, 33rd Floor New York, New York 10022 (c) Citizenship (i) New York (ii) New York (iii) U.S. (d) Title of Class of Securities Common Stock, par value $.001 per share (e) CUSIP Number 38144H208 Item 3. Not Applicable 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. Potomac Capital Management LLC Potomac Capital Management Inc. Paul J. Solit (a) Amount beneficially owned: 585,470 (b) Percent of class: 3.44% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote 585,470 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 585,470 5 Item 5. Ownership of Five Percent or Less of a Class If this Statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ x ] Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person See Exhibit A attached hereto. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification By signing below I certify that, to the best of my 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. 6 Signature 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 this 15th day of February, 2007 POTOMAC CAPITAL MANAGEMENT LLC By: /s/ Paul J. Solit ------------------------------ Paul J. Solit, Managing Member POTOMAC CAPITAL MANAGEMENT INC. By: /s/ Paul J. Solit ------------------------------ Paul J. Solit, President PAUL J. SOLIT By: /s/ Paul J. Solit ------------------------------ Paul J. Solit EXHIBIT INDEX The following exhibits are filed with this report on Schedule 13G: Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G. Exhibit B Joint Filing Agreement dated February 15, 2007 among Potomac Capital Management LLC, Potomac Capital Management, Inc. and Paul J. Solit EX-99 2 s11-7117_ex99a.txt EXHIBIT 99A Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G. (1) Potomac Capital Partners LP, a private investment partnership formed under the laws of State of Delaware. Potomac Capital Management LLC is the General Partner of Potomac Capital Partners LP. Mr. Paul J. Solit is the Managing Member of Potomac Capital Management LLC. (2) Potomac Capital International Ltd., an international business company formed under the laws of the British Virgin Islands. Potomac Capital Management Inc. is the Investment Manager of Potomac Capital International Ltd. Paul J. Solit is the President and sole owner of Potomac Capital Management Inc., and a Director of Potomac Capital International Ltd. (3) Pleiades Investment Partners-R, LP, a private investment partnership formed under the laws of the State of Delaware. Potomac Capital Management Inc. is the Investment Manager of a managed account of Pleiades Investment Partners-R, LP. Paul J. Solit is the President and sole owner of Potomac Capital Management Inc. EX-99 3 s11-7117_ex99b.txt EXHIBIT 99B Exhibit B JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13G being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein. Dated: February 15, 2007 POTOMAC CAPITAL MANAGEMENT LLC By: /s/ Paul J. Solit ------------------------------ Paul J. Solit, Managing Member POTOMAC CAPITAL MANAGEMENT INC. By: /s/ Paul J. Solit ------------------------------ Paul J. Solit, President PAUL J. SOLIT By: /s/ Paul J. Solit ------------------------------ Paul J. Solit -----END PRIVACY-ENHANCED MESSAGE-----