-----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, SUBppQkEWq1jDUVAIWNCALiCOtTaY3mIo0kg0SAGhoU8r1FTAHiEPUZ++hmhY+Kj kkgTVXv37DKon6PbGaAM9g== 0001104659-07-042948.txt : 20070525 0001104659-07-042948.hdr.sgml : 20070525 20070525111604 ACCESSION NUMBER: 0001104659-07-042948 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070525 DATE AS OF CHANGE: 20070525 GROUP MEMBERS: DOUGLAS GRANAT GROUP MEMBERS: LAWRENCE A. OBERMAN GROUP MEMBERS: STEVEN G. SIMON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOLDFLOW CORP CENTRAL INDEX KEY: 0001103234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 043406763 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60077 FILM NUMBER: 07879130 BUSINESS ADDRESS: STREET 1: 492 OLD CONNECTICUT PATH, SUITE 401 CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 508-358-5848 MAIL ADDRESS: STREET 1: 492 OLD CONNECTICUT PATH, SUITE 401 CITY: FRAMINGHAM STATE: MA ZIP: 01701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trigran Investments, Inc. CENTRAL INDEX KEY: 0001336800 IRS NUMBER: 363825728 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3201 OLD GLENVIEW ROAD STREET 2: SUITE 235 CITY: WILMETTE STATE: IL ZIP: 60091 BUSINESS PHONE: 8472518300 MAIL ADDRESS: STREET 1: 3201 OLD GLENVIEW ROAD STREET 2: SUITE 235 CITY: WILMETTE STATE: IL ZIP: 60091 SC 13G/A 1 a07-15208_1sc13ga.htm SC 13G/A

 

 

 

 

 

 

 

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
(Amendment No. 2)*

 

Moldflow Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

608507109

(CUSIP Number)

May 23, 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:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 the disclosures provided in a prior cover page.

 

The information required in 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. 608507109

13G

Page 2 of 11

 

 

1.

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Trigran Investments, Inc.

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

 

4.

Citizenship or Place of Organization
Illinois Company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
409,585 shares of Common Stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
409,585 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
409,585 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 3.58% as of May 23, 2007 (based on 11,450,054 shares of Common Stock issued and outstanding (per Moldflow Corporation Form 10-Q dated May 10, 2007)).

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

Page 2 of 11




 

 

 

CUSIP NO. 608507109

13G

Page 3 of 11

 

 

1.

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Douglas Granat

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
409,585 shares of Common Stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
409,585 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
409,585 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 3.58% as of May 23, 2007 (based on 11,450,054 shares of Common Stock issued and outstanding (per Moldflow Corporation Form 10-Q dated May 10, 2007)).

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

Page 3 of 11




 

 

CUSIP NO. 608507109

13G

Page 4 of 11

 

 

1.

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Lawrence A. Oberman

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
409,585 shares of Common Stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
409,585 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
409,585 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain SHARES

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 3.58% as of May 23, 2007 (based on 11,450,054 shares of Common Stock issued and outstanding (per Moldflow Corporation Form 10-Q dated May 10, 2007)).

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

Page 4 of 11




 

 

CUSIP NO. 608507109

13G

Page 5 of 11

 

 

1.

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Steven G. Simon

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
409,585 shares of Common Stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
409,585 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
409,585 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 3.58% as of May 23, 2007 (based on 11,450,054 shares of Common Stock issued and outstanding (per Moldflow Corporation Form 10-Q dated May 10, 2007)).

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

Page 5 of 11




CUSIP NO. 608507109

13G

Page 6 of 11

 

 

Item 1(a)

Name of Issuer:  Moldflow Corporation

 

 

 

 

 

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

 

 

 

 

 

 

 

 

430 Boston Post Road

 

 

 

 

Wayland, MA 01778

 

 

 

 

 

 

 

Item 2(a)

Name of Person Filing

 

 

 

Item 2(b)

Address of Principal Business Office

 

 

Item 2(c)

Citizenship

 

 

 

 

 

 

 

 

 

 

Trigran Investments, Inc.

 

 

 

 

630 Dundee Road, Suite 230

 

 

 

 

Northbrook, IL 60062

 

 

 

 

Illinois company

 

 

 

 

 

 

 

 

 

Douglas Granat

 

 

 

 

630 Dundee Road, Suite 230

 

 

 

 

Northbrook, IL 60062

 

 

 

 

U.S. Citizen

 

 

 

 

 

 

 

 

 

Lawrence A. Oberman

 

 

 

 

630 Dundee Road, Suite 230

 

 

 

 

Northbrook, IL 60062

 

 

 

 

U.S. Citizen

 

 

 

 

 

 

 

 

 

Steven G. Simon

 

 

 

 

630 Dundee Road, Suite 230

 

 

 

 

Northbrook, IL 60062

 

 

 

 

U.S. Citizen

 

 

 

 

 

 

 

 

2(d)

Title of Class of Securities:

 

 

 

 

 

 

 

 

 

Common Stock, $.01 par value per share

 

 

 

 

 

 

 

 

2(e)

CUSIP Number:

608507109

 

 

 

 

 

 

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

 

 

 

 

(a)

o

Broker or dealer registered under Section 15 of the Exchange Act;

 

 

 

 

 

(b)

o

Bank as defined in Section 3(a)(6) of the Exchange Act;

 

 

 

 

 

(c)

o

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

Page 6 of 11




 

CUSIP NO. 608507109

13G

Page 7 of 11

 

(d)

o

Investment company registered under Section 8 of the Investment Company Act;

 

 

 

 

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 

 

 

 

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

 

 

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

 

 

 

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

 

 

 

 

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

 

 

 

 

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box. X

Item 4

Ownership:

 

 

 

TRIGRAN INVESTMENTS, INC.

 

 

DOUGLAS GRANAT

 

 

LAWRENCE A. OBERMAN

 

 

STEVEN G. SIMON

 

 

 

 

 

 

(a)

Amount beneficially owned:

 

 

 

409,585 shares of Common Stock (1)

 

 

 

 

 

 

(b)

Percent of Class:

 

 

 

Approximately 3.58% as of May 23, 2007 (based on 11,450,054 shares of Common Stock issued and outstanding (per Moldflow Corporation Form 10-Q dated May 10, 2007)).

 

 

 

 

(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:

 

 

 

 

409,585 shares of Common Stock

 

Page 7 of 11




 

CUSIP NO. 608507109

13G

Page 8 of 11

 

(iii)

sole power to dispose or to direct the disposition of:

 

 

 

 

0

 

 

 

 

 

(iv)

shared power to dispose or to direct the disposition of:

 

 

 

 

409,585 shares of Common Stock

 

 

(1)    Douglas Granat, Lawrence A. Oberman and Steven G. Simon are the controlling shareholders and sole directors of Trigran Investments, Inc. Trigran Investments, Inc. is the general partner of Trigran Investments, L.P. and Trigran Investments, L.P. II. As of May 23, 2007, Trigran Investments, L.P. directly owned 282,665 shares (representing approximately 2.47% of the outstanding shares of the issuer) and Trigran Investments, L.P. II directly owned 126,920 shares (representing approximately 1.11% of the outstanding shares of the issuer).

 

 

 

Item 5

Ownership of Five Percent or Less of a Class: X

 

 

 

 

As of the date hereof, the filing persons have ceased to be the beneficial owner of more than five percent of the class of securities.

 

 

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:

 

 

 

 

Not Applicable.

 

 

 

 

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.

 

Page 8 of 11




CUSIP NO. 608507109

13G

Page 9 of 11

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 25th day of May, 2007

 

TRIGRAN INVESTMENTS, INC.

 

 

 

 

 

By:

  /s/ Lawrence A. Oberman

 

Name:    Lawrence A. Oberman

 

Its:     Executive Vice President

 

 

 

 

 

 

 

 

 

/s/ Lawrence A. Oberman

 

Lawrence A. Oberman

 

 

 

 

 

/s/ Douglas Granat

 

Douglas Granat

 

 

 

 

 

/s/ Steven G. Simon

 

Steven G. Simon

 

Page 9 of 11




 

CUSIP NO. 608507109

13G

Page 10 of 11

 

 

INDEX TO EXHIBITS

 

PAGE

 

 

 

 

 

 

EXHIBIT 1: Agreement to Make a Joint Filing

 

10

 

Page 10 of 11



EX-1 2 a07-15208_1ex1.htm EX-1

CUSIP NO. 608507109

13G

Page 11 of 11

 

EXHIBIT 1 TO SCHEDULE 13G

MAY 25, 2007

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, TRIGRAN INVESTMENTS, INC., DOUGLAS GRANAT, LAWRENCE A. OBERMAN and STEVEN G. SIMON each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments hereto).  In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.

TRIGRAN INVESTMENTS, INC.

 

By:

/s/ Lawrence A. Oberman

 

 

Name: Lawrence A. Oberman

 

 

Title: Executive Vice President

 

 

 

 

 

DOUGLAS GRANAT

 

 

 

    /s/Douglas Granat

 

 

 

 

 

LAWRENCE A. OBERMAN

 

 

 

    /s/ Lawrence A. Oberman

 

 

 

 

 

STEVEN G. SIMON

 

 

 

    /s/ Steven G. Simon

 

 

Page 11 of 11



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