-----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, J0UMNzYwxdrkX4xfIIuLUlRcr37I1jwXx2KXyJfz2Wlw3K76tGzPgiy2zWiv8+rd tSVa8H/hSjH2ClRxqiMdwg== 0001104659-09-038885.txt : 20090618 0001104659-09-038885.hdr.sgml : 20090617 20090618163346 ACCESSION NUMBER: 0001104659-09-038885 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090618 DATE AS OF CHANGE: 20090618 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: 09899088 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 a09-16423_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)

 

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)

 

June 18, 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:
3,354,343

 

(8)

Shared Voting Power:
0 (see Item 5)

 

(9)

Sole Dispositive Power:
3,354,343

 

(10)

Shared Dispositive Power:
0 (see Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
3,354,343 (see Item 5)

 

 

(12)

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

 

 

(13)

Percent of Class Represented by Amount in Row 11:
8.14%

 

 

(14)

Type of Reporting Person (See Instructions):
IA

 

2


 

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:
3,354,343 (See Item 5)

 

(9)

Sole Dispositive Power:
0

 

(10)

Shared Dispositive Power:
3,354,343 (See Item 5)

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:
3,354,343 (See Item 5)

 

 

(12)

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

 

 

(13)

Percent of Class Represented by Amount in Row 11:
8.14%

 

 

(14)

Type of Reporting Person (See Instructions):
IN

 

3


 

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

 

4


 

Item 1.

Security and Issuer

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) 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. 5 amends and supplements, as set forth below, the information contained in Item 4 and 7 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. 5, 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. 5.

 

 

Item 4.

Purpose of Transaction

Item 4 to Schedule 13D is amended by adding the following:

 

On June 18, 2009, KVO sent a letter to the Secretary of Kana nominating Melvin L. Keating to serve as a member of Kana’s Board of Directors at the Annual Meeting of Stockholders of Kana currently scheduled to be held on July 15, 2009, a copy of which is attached hereto as Exhibit 99.5 and incorporated herein by reference.

 

 

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*

 

99.4         Letter to Kana Software, Inc. dated as of January 30, 2009*

 

99.5         Letter to Kana Software, Inc. dated as of June 18, 2009

 

* Previously filed.

 

5


 

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: June 18, 2009

By:

/s/ Kernan V. Oberting

 

Name: Kernan V. Oberting

 

Its: Managing Member

 

 

 

 

Date: June 18, 2009

/s/ Kernan V. Oberting

 

Kernan V. Oberting

 

 

 

 

Date: June 18, 2009

/s/ Robert B. Ashton

 

Robert B. Ashton

 

6

 EX-99.5 2 a09-16423_1ex99d5.htm EX-99.5

Exhibit 99.5

 

[KVO letterhead]

 

June 18, 2009

 

Secretary
Kana Software, Inc.
181 Constitution Drive
Menlo Park, California 94025

 

Pursuant to Article II, Section 11 of by Amended and Restated Bylaws of Kana Software, Inc. (“Kana”), KVO Capital Management, LLC (“KVO”), a shareholder of Kana,  hereby notifies Kana of its intention to nominate, and hereby nominates, Melvin L. Keating to serve as a member of Kana’s Board of Directors at the Annual Meeting of Stockholders of Kana currently scheduled to be held on July 15, 2009.

 

The required information relating to Mr. Keating is as follows:

 

Full name: Melvin L. Keating
Age: 62
Residence Address: 18 Driftwood Drive, Livingston, NJ 07039
Principal occupation or employment: Consultant for private equity groups (Mr. Keating’s consulting agreements preclude him from naming for which he consults).  Mr. Keating also serves on the board of directors of Aspect Medical Systems Inc., Norwood, MA (NASDAQ — ASPM) and White Electronic Designs Corporation, Phoenix, AZ (NASDAQ — WEDC) and on the advisory board of BTI Systems Inc., Ottawa, Ontario, Canada (a private company).
Amount of Kana stock owned beneficially, either directly or indirectly: None

 

The written consent of Mr. Keating to serve as a director if so elected is enclosed herewith.

 

Mr. Keating has represented that there is no arrangement or understanding between him and KVO or any other person regarding future employment or any future transaction to which Kana will or may be a party and KVO is not aware of any such arrangement.

 

In addition, the required information relating to KVO, which is making the nomination of Mr. Keating and is expected to participate in organizing, directing or financing the nomination and any solicitation of proxies to vote for Mr. Keating, as well as Kernan V. Oberting, who is the Managing Member of KVO, and Robert B. Ashton, who is a Portfolio Manager of KVO, are as follows:

 

KVO Capital Management, LLC
44 S. Main Street, Box 17
Hanover, NH 03755
Citizenship: Delaware
Type of Business: Investment services

 

Kernan V. Oberting
Business Address:
KVO Capital Management, LLC
44 S. Main Street, Box 17
Hanover, NH 03755
Residence Address:
24 Occom Ridge


 

Hanover NH 03755
Present occupation: Managing Member, KVO Capital Management, LLC
Citizenship: United States

 

Robert B. Ashton
Business Address:
KVO Capital Management, LLC
44 S. Main Street, Box 17
Hanover, NH 03755
Residence Address:
6 Occom Ridge
Hanover NH 03755
Present occupation: Portfolio Manager, KVO Capital Management, LLC
Citizenship: United States

 

Amount of Kana common stock owned beneficially, either directly or indirectly, by each of KVO, Mr. Oberting and Mr. Ashton:

 

KVO: Amount beneficially owned: 3,354,343 shares.  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 2,999,668 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: Amount beneficially owned: 3,354,343 shares.  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 these securities.

 

Robert B. Ashton: Amount beneficially owned: 354,675 shares.  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.  Does not include 2,999,668 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.

 

Sincerely,

 

 

 

/s/ Robert B. Ashton

 

 

 

Robert B. Ashton

 

KVO Capital Management, LLC

 

 


 

CONSENT

 

To the Secretary of Kana Software, Inc.:

 

I hereby consent to my nomination for election to the Board of Directors of Kana Software, Inc. and hereby consent to serve as a member of the Board of Directors of Kana Software, Inc. if I am so elected.

 

 

Dated: June 18, 2009

/s/ Melvin L. Keating

 

Melvin L. Keating

 

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