0001104659-09-039185.txt : 20090622 0001104659-09-039185.hdr.sgml : 20090622 20090619193803 ACCESSION NUMBER: 0001104659-09-039185 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090622 DATE AS OF CHANGE: 20090619 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: 09902286 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. 6)

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 19, 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

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

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. 6 to Schedule 13D (“Amendment No. 6”) 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. 6 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. 6, 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. 6.

Item 4.	Purpose of Transaction
Item 4 to Schedule 13D is amended by adding the following: As previously disclosed, 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. On June 19, 2009, KVO filed with the Securities and Exchange Commission (the “SEC”) a letter to Kana stockholders urging them not to respond to any solicitation made by Kana, and not to submit a proxy card until they have had a chance to review proxy materials that KVO plans to file with the SEC. A copy of the June 19, 2009 letter is attached hereto as Exhibit 99.6 and incorporated herein by reference. IMPORTANT ADDITIONAL INFORMATION: KVO plans to file with the SEC and mail to Kana’s stockholders a proxy statement in connection with its nomination and its nominee and may file other proxy solicitation materials regarding this election contest. The proxy statement will contain important information about KVO’s nominee, its nomination and KVO. Security holders are urged to read the proxy statement regarding KVO’s nomination and nominee when it becomes available and any other relevant document filed with the SEC, as well as any amendment or supplement to those documents, because they will contain important information about KVO’s nomination and nominee. Security holders will be able to obtain free copies of the proxy statement and other relevant documents, when filed with the SEC, through the SEC’s web site maintained at www.sec.gov. In addition, the proxy statement and any other related documents KVO files with the SEC, including filings that may be incorporated by reference in the proxy statement, can be obtained, without charge, upon request to KVO’s proxy solicitor, The Altman Group, toll free at: (866) 796-1270. Alternatively, you can email KVO at change@kanaproxy.com. KVO and members of KVO’s management, including Kernan V. Oberting and Robert B. Ashton, may be deemed to be participants in the solicitation of proxies in respect of KVO’s nomination, as may KVO’s nominee, Melvin L. Keating. KVO is currently the beneficial owner of 3,354,343 shares of Kana’s common stock, or approximately 8.14% of the total shares of common stock outstanding as of June 11, 2009 (as reported by Kana). Mr. Keating does not own, beneficially or otherwise, any shares of Kana stock.

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*

99.6 Letter to Stockholders of Kana Software, Inc. dated as of June 19, 2009

* Previously filed.

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 19, 2009	By:	/s/ Kernan V. Oberting
	Name: Kernan V. Oberting
	Its: Managing Member


Date: June 19, 2009	/s/ Kernan V. Oberting
	Kernan V. Oberting


Date: June 19, 2009	/s/ Robert B. Ashton
	Robert B. Ashton

EX-99.6 2 a09-16423_1ex99d6.htm EX-99.6

Exhibit 99.6

IMPORTANT !

Protect Your Investment In Kana Software, Inc.

June 19, 2009

Dear Fellow Stockholder of Kana Software, Inc.:

KVO Capital Management, LLC (“KVO”) is the beneficial owner of 8.14% or 3,354,343 shares of Kana Software, Inc. (“Kana”).

Like many of our fellow investors, KVO has been extremely disappointed in Kana’s financial performance and in the performance and strategic vision of Kana’s management and Board of Directors. We feel that change is desperately needed at the board level. Therefore, we are nominating Mr. Melvin L. Keating to the board of directors.

We will be sending you our proxy materials and GOLD proxy card shortly.

You may have already received proxy solicitation materials from Kana for the 2009 annual meeting. KVO strongly urges you not to respond to any solicitation made by Kana, and not to submit a proxy card until you have had a chance to review our proxy materials.

Please wait until you receive our proxy materials before voting!

It is time for a change at Kana. With a new director, we believe that Kana will have a chance to improve its performance for the benefit of all stockholders. As stockholders, we all deserve that chance.

We want to hear from you.

Because we don’t know the identities of many of our fellow stockholders, we are asking you to please contact us so that we can communicate with you directly. Please contact our proxy solicitor, The Altman Group, toll free at: (866) 796-1270. Alternatively, you can email us for more information at change@kanaproxy.com.

Thank you very much for your time. We look forward to speaking with you soon and please remember to wait until you receive our proxy materials before voting. Do not vote anything sent to you by Kana.

Important Information

KVO plans to file with the Securities and Exchange Commission (the “SEC”) and mail to Kana’s stockholders a proxy statement in connection with our nomination and our nominee and may file other proxy solicitation materials regarding this election contest. The proxy statement will contain important information about our nominee, our nomination and us. Security holders are urged to read the proxy statement regarding KVO’s nomination and our nominee when it becomes available and any other relevant document filed with the SEC, as well as any amendment or supplement to those documents, because they will contain important information about our nomination and nominee.

Security holders will be able to obtain free copies of the proxy statement and other relevant documents, when filed with the SEC, through the SEC’s web site maintained at www.sec.gov. In addition, the proxy statement and any other related documents we file with the SEC, including filings that may be incorporated by reference in the proxy statement, can be obtained, without charge, upon request to our proxy solicitor, The Altman Group, toll free at: (866) 796-1270. Alternatively, you can email us at change@kanaproxy.com.

KVO and members of KVO’s management, including Kernan V. Oberting and Robert B. Ashton, may be deemed to be participants in the solicitation of proxies in respect of our nomination, as may our nominee, Melvin L. Keating. KVO is currently the beneficial owner of 3,354,343 shares of Kana’s common stock, or approximately 8.14% of the total shares of common stock outstanding as of June 11, 2009 (as reported by Kana). Mr. Keating does not own, beneficially or otherwise, any shares of Kana stock.

Information concerning any direct or indirect interest of ours in our nomination of Mr. Keating and in our beneficial ownership of Kana common stock, may be found in our Schedule 13D/A filed with the SEC on June 19, 2009, as the same may be amended from time to time. In addition, this information, along with information concerning any direct or indirect interest of our nominee, will be contained in the proxy statement and other solicitation material that we intend to file with the SEC under Schedule 14A. Our Schedule 13D/A is available, and as noted above our proxy statement and other soliciting material when filed will be available, for free both on the SEC’s website (http://www.sec.gov) or by contacting our proxy solicitor, The Altman Group, toll free at: (866) 796-1270. Alternatively, you can email us at change@kanaproxy.com.