-----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, RhB6ic+pTEk6ja2paw1Ej8sLMKoOv8jlQERAE31sCREI8Zj9Qi0xegxtYHzyAfjb SSWSmTil0Q2OFsoVx8pEDQ== 0000930413-07-008788.txt : 20071116 0000930413-07-008788.hdr.sgml : 20071116 20071116060051 ACCESSION NUMBER: 0000930413-07-008788 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071116 DATE AS OF CHANGE: 20071116 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SELECTICA INC CENTRAL INDEX KEY: 0001090908 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770432030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60961 FILM NUMBER: 071251406 BUSINESS ADDRESS: STREET 1: 3 WEST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 MAIL ADDRESS: STREET 1: 3 WEST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEMS CAPITAL, LLC CENTRAL INDEX KEY: 0001418284 IRS NUMBER: 331073947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 7 DEY STREET, SUITE 1101 CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 212-991-4700 MAIL ADDRESS: STREET 1: 7 DEY STREET, SUITE 1101 CITY: NEW YORK STATE: NY ZIP: 10007 SC 13G 1 c51293_sc13g.txt SEC 1745 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF (02-02) INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response . . 11 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SELECTICA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 816288104 (CUSIP Number) OCTOBER 31, 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). 1 CUSIP NO. 816288104 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SEMS CAPITAL, LLC 33-1073947 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 Delaware NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 870,811 REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 870,811 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON The Reporting Person owns 870,811 shares of common stock. 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.06% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC; OO (Limited Liability Company) 2 CUSIP NO. 816288104 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lloyd Sems 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 706,580 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 870,811 REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 706,580 8. SHARED DISPOSITIVE POWER 870,811 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON The Reporting Person owns 1,577,391 shares of common stock. 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.55% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN; HC 3 ITEM 1. (a) NAME OF ISSUER SELECTICA, INC. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 1740 Technology, Suite 450 San Jose, CA 95110 ITEM 2. (a) NAME OF PERSON FILING This statement is being filed by (i) Sems Capital, LLC; and (ii) Lloyd Sems (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE (i) and (ii) 7 Dey Street, Suite 1101 New York, NY 10007 (c) CITIZENSHIP (i) Delaware (ii) U.S. (d) TITLE OF CLASS OF SECURITIES Common Stock (e) CUSIP NUMBER 816288104 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. Sems Capital, LLC (a) AMOUNT BENEFICIALLY OWNED: 871,811 (b) PERCENT OF CLASS: 3.06% (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 871,811 (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 0 (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 871,811 Lloyd Sems (a) AMOUNT BENEFICIALLY OWNED: (b) PERCENT OF CLASS: 5.55% (c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 706,580 (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 870,811 (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 706,580 (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 870,811 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 [ ] 4 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. 5 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 16th day of November, 2007 SEMS CAPITAL, LLC By: /s/ Lloyd Sems --------------- Lloyd Sems, Managing Member By: /s/ Lloyd Sems -------------- Lloyd Sems 6 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 November 16, 2007 between Sems Capital, LLC and Lloyd Sems. 7 Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G. (1) Sems Strategic Partners LP, a private investment partnership formed under the laws of State of Delaware. Sems Advisors, LLC is the General Partner of Sems Strategic Partners LP. Mr. Lloyd Sems is the Managing Member of Sems Capital, LLC. (2) Sems Diversified Value, LP a private investment partnership formed under the laws of State of Delaware. Sems Advisors, LLC is the General Partner of Sems Diversified Value, LP. Mr. Lloyd Sems is the Managing Member of Sems Capital, LLC. 8 Exhibit B JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13G being filed by Sems Capital LLC and Lloyd Sems 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 this 16th day of November, 2007 SEMS CAPITAL, LLC By: /s/ Lloyd Sems --------------- Lloyd Sems, Managing Member By: /s/ Lloyd Sems --------------- Lloyd Sems 9 -----END PRIVACY-ENHANCED MESSAGE-----