0001104659-09-001813.txt : 20090112 0001104659-09-001813.hdr.sgml : 20090112 20090112161014 ACCESSION NUMBER: 0001104659-09-001813 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090112 DATE AS OF CHANGE: 20090112 GROUP MEMBERS: KERNAN V. OBERTING GROUP MEMBERS: ROBERT B. ASHTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KANA SOFTWARE INC CENTRAL INDEX KEY: 0001089907 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770435679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56923 FILM NUMBER: 09521865 BUSINESS ADDRESS: STREET 1: 181 CONSTITUTION DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6506148300 MAIL ADDRESS: STREET 1: 181 CONSTITUTION DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: KANA COMMUNICATIONS INC DATE OF NAME CHANGE: 19990702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KVO Capital Management, LLC CENTRAL INDEX KEY: 0001450205 IRS NUMBER: 262560332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 44 S. MAIN STREET STREET 2: BOX 17 CITY: HANOVER STATE: NH ZIP: 03755 BUSINESS PHONE: 603-643-0500 MAIL ADDRESS: STREET 1: 44 S. MAIN STREET STREET 2: BOX 17 CITY: HANOVER STATE: NH ZIP: 03755 SC 13D/A 1 a09-2730_1sc13da.htm SC 13D/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

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

Kana Software, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

483600300

(CUSIP Number)

Robert B. Ashton

KVO Capital Management, LLC

44 S. Main Street, Box 17

Hanover, NH 03755

(603) 643-0500

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

January 12, 2009

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.o

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. 483600300

	(1)	Names of Reporting Persons: KVO Capital Management, 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: 3,011,093

			(8)	Shared Voting Power: 0 (see Item 5)

			(9)	Sole Dispositive Power: 3,011,093

			(10)	Shared Dispositive Power: 0 (see Item 5)

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,011,093 (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: 7.31%

	(14)	Type of Reporting Person (See Instructions): IA

CUSIP No. 483600300

	(1)	Names of Reporting Persons: Kernan V. Oberting

	(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: 3,011,093 (See Item 5)

			(9)	Sole Dispositive Power: 0

			(10)	Shared Dispositive Power: 3,011,093 (See Item 5)

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,011,093 (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: 7.31%

	(14)	Type of Reporting Person (See Instructions): IN

CUSIP No. 483600300

	(1)	Names of Reporting Persons: Robert B. Ashton

	(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): PF

	(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: 354,675 (see Item 5)

			(9)	Sole Dispositive Power: 0

			(10)	Shared Dispositive Power: 354,675 (see Item 5)

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 354,675 (see Item 5)

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

	(13)	Percent of Class Represented by Amount in Row 11: 0.9%

	(14)	Type of Reporting Person (See Instructions): IN

Item 1.	Security and Issuer
	This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the Common Stock, $0.001 par value per share, of Kana Software, Inc. (“Kana”), which has its principal offices at 181 Constitution Drive, Menlo Park, California 94025. This Amendment No. 2 amends and supplements, as set forth below, the information contained in Item 1, 3, 4 and 5 of the Schedule 13D filed by the Reporting Persons with respect to Kana on November 21, 2008, as previously amended (the “Schedule 13D”). Except as amended by this Amendment No. 2, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 2.

Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended by adding the following paragraph:

	The aggregate purchase price of the 130,329 shares purchased by KVO since December 17, 2008 was $89,714 (including commissions). The source of funding for the purchase of these shares was the investment capital contained in the respective accounts.

Item 4.	Purpose of Transaction
	Item 4 to Schedule 13D is amended by adding the following paragraph:

	On January 12, 2009, KVO sent a letter to the Kana requesting that Kana provide KVO with its stockholders list and related materials. A copy of that letter is attached hereto as Exhibit 99.3.

Item 5.	Interest in Securities of the Issuer.
	(a) State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to aquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section13(d)(3) of the Act; (b) For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared;

KVO

a. Amount beneficially owned: 3,011,093 (1)

b. Percent of class: 7.31%

c. Number of shares as to which such person has:

i. Sole power to vote or to direct the vote: 3,011,093 (1)

ii. Shared power to vote or to direct the vote: 0

iii. Sole power to dispose or to direct the disposition of: 3,011,093 (1)

iv. Shared power to dispose or to direct the disposition of: 0

(1) Includes 354,675 shares held in a private account on behalf of Mr. Ashton, a portfolio manager of KVO, over which KVO has both voting and dispositive power pursuant to contract. KVO’s voting and dispositive power over these shares is revocable only if Mr. Ashton terminates his employment with KVO, at which time the right to vote and dispose of those shares will revert to him. Also includes 2,656,418 shares held in other private accounts over which KVO has both voting and dispositive power pursuant to contract. KVO’s voting and dispositive power over these shares is revocable on or after December 31, 2010.

Kernan V. Oberting

a. Amount beneficially owned: 3,011,093 (2)

b. Percent of class: 7.31%

c. Number of shares as to which such person has:

i. Sole power to vote or to direct the vote: 0

ii. Shared power to vote or to direct the vote: 3,011,093 (2)

iii. Sole power to dispose or to direct the disposition of: 0

iv. Shared power to dispose or to direct the disposition of: 3,011,093 (2)

(2) Mr. Oberting is the Managing Member of KVO. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Exchange Act”), Mr. Oberting may be deemed to beneficially own all of the shares that KVO is deemed to beneficially own. Mr. Oberting disclaims beneficial ownership of any of the securities covered by this Schedule 13D.

Robert B. Ashton

a. Amount beneficially owned: 354,675 (3) (4)

b. Percent of class: 0.9%

c. Number of shares as to which such person has:

i. Sole power to vote or to direct the vote: 0

ii. Shared power to vote or to direct the vote: 354,675 (3) (4)

iii. Sole power to dispose or to direct the disposition of: 0

iv. Shared power to dispose or to direct the disposition of: 384,675 (3) (4)

(3) Consists of 354,675 shares held in a private account on behalf of Mr. Ashton over which KVO has both voting and dispositive power pursuant to contract. KVO’s voting and dispositive power over these shares is revocable only if Mr. Ashton terminates his employment with KVO, at which time the right to vote and dispose of those shares will revert to him. By reason of the provisions of Rule 13d-3 of the Exchange Act, Mr. Ashton may be deemed to beneficially own these shares.

(4) Does not include 2,656,418 shares held in additional private accounts over which KVO has both voting and dispositive power pursuant to contract. Though Mr. Ashton does not have actual control over

the voting, acquisition or disposition of these shares, by virtue of his role a portfolio manager for KVO, he may be deemed to have effective control with respect thereto, and may be deemed to beneficially own them by reason of the provisions of Rule 13d-3 of the Exchange Act. Mr. Ashton disclaims beneficial ownership of these shares.

(c) Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to paragraph (a).

See Appendix A for a list of transactions effected by KVO for the private accounts since the Schedule 13D was amended on December 17, 2008.

(d) If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.

Not applicable

(e) If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities.

Not applicable

Item 7.

Material to be Filed as Exhibits.

99.1 Joint Filing Agreement

99.2 Letter Agreement with Kana Software, Inc. and KVO Capital Management, LLC dated as of November 10, 2008*

99.3 Letter to Kana Software, Inc. requesting its stockholder list and related materials dated as of January 12, 2009

* Previously filed.

Appendix A

Transactions in Kana Software, Inc. common stock by KVO

Transaction Date	No. of Shares	Purchase/ Sale	Avg. Price per Share		Total Price
12/18/2008	47,000	Purchase	$	0.65	$	30,550
1/2/2009	43,329	Purchase	$	0.71	$	30,764
1/6/2009	40,000	Purchase	$	0.71	$	28,400

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.

	KVO CAPITAL MANAGEMENT, LLC


Date: January 12, 2009	By:	/s/ Kernan V. Oberting
	Name: Kernan V. Oberting
	Its: Managing Member


Date: January 12, 2009	/s/ Kernan V. Oberting
	Kernan V. Oberting


Date: January 12, 2009	/s/ Robert B. Ashton
	Robert B. Ashton

EX-99.1 2 a09-2730_1ex99d1.htm EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Kana Software, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this November 21, 2008.

		KVO CAPITAL MANAGEMENT, LLC


		By:	/s/ Kernan V. Oberting
			Name: Kernan V. Oberting
			Its: Managing Member


		/s/ Kernan V. Oberting
		Kernan V. Oberting


		/s/ Robert B. Ashton
		Robert B. Ashton

EX-99.3 3 a09-2730_1ex99d3.htm EX-99.3

Exhibit 99.3

January 12, 2008

Kana Software, Inc.

181 Constitution Drive

Menlo Park, California 94025

Attn: Board of Directors

Re: Demand for Stockholder List

Dear Kana Directors:

KVO Capital Partners, L.P. (“KVO LP”) is a record holder of 5,000 shares of common stock of Kana Software, Inc. (“Kana”), which are held in a private account over which KVO Capital Management, LLC (“KVO”) has sole voting and dispositive power. In addition, as disclosed in KVO’s Schedule 13D/A, filed with the Securities and Exchange Commission (“SEC”) on November 21, 2008 and amended on December 17, 2008, KVO has sole voting and dispositive power over additional shares of Kana stock, which currently total 3,011,093 shares, or approximately 7.31% of the outstanding stock of Kana, which includes the shares held in KVO LP’s private account.

On behalf of KVO LP, we hereby demand under Section 220 of the Delaware General Corporation Law that Kana allow KVO and its counsel, Nutter McClennen & Fish LLP, or such other person or persons as KVO and its counsel may designate to you in writing, to examine and to make copies and extracts from, the following:

1. Kana’s list of its stockholders as of the date of this demand and as of the record date for Kana’s annual meeting of stockholders to be held in 2009 (the “Record Date”), certified by Kana’s transfer agent and showing the name and address of each stockholder and the number of and series of shares held by each stockholder.

2. A magnetic computer tape list or disk of the holders of Kana’s Common Stock as of the Record Date, showing the name and address of each such holder and the number of shares of Common Stock registered in the name of each such holder as of the most recent date available, together with such computer processing data as is necessary to make use of such magnetic computer tape or disk, and a printout of such magnetic computer tape or disk for verification purpose.

3. Copies of the following information or documents to the extent such information or documents are in Kana’s possession or can reasonably be obtained by Kana:

(a) any information concerning the number and identity of the beneficial owners of Kana’s shares that can be obtained from the nominees of any central depository for such shares, such as CEDE & Co. (any such information, a “CEDE List”),

(b) any non-objecting beneficial owner list (a “NOBO List”) produced pursuant to Rule 14b-1 of the SEC from those brokers and other institutions that hold Kana’s shares on behalf of the beneficial owners thereof, including the names, addresses and shareholdings of each non-objecting beneficial owner so listed, and

(c) any consenting or non-objecting beneficial owner list (a “COBO List”) produced pursuant to SEC Rule 14b-2 from those banks that hold Kana’s shares on behalf of the beneficial owners thereof, including the names, addresses and stockholdings of each consenting or non-objecting beneficial owner so listed.

4. Any daily transfer list or sheet (a “Daily Transfer List”) showing changes in Kana’s record or beneficial owners from the date of this demand in the aforementioned record stockholder list, CEDE Lists, NOBO Lists and COBO Lists through the Record Date.

The purpose of the inspection demand set forth above is to enable KVO to communicate with other Kana stockholders in connection with a contemplated shareholder proposal by KVO LP for inclusion in Kana’s next proxy statement.

The undersigned affirms that the statements made in this letter are true, under penalty of perjury under the laws of the United States.

Sincerely,

KVO Capital Partners, L.P.

By:	/s/ Kernan V. Oberting
Kernan V. Oberting, as Managing Member of KVO Partners, LLC, its General Partner