-----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, RlklEzhPylTbTUcoVzpK8tDPVq95iVm8r7FbHJWa3eXn1sxUDG5UEbrcjnh4Z0nY c2plNAuf+3ZQPCdb6vPldg== 0001104659-07-010081.txt : 20070213 0001104659-07-010081.hdr.sgml : 20070213 20070213122201 ACCESSION NUMBER: 0001104659-07-010081 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: H. RICHARD AND PATRICIA LAWSON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAWSON H RICHARD CENTRAL INDEX KEY: 0001163507 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 380 ST PETER ST CITY: ST PAUL STATE: MN ZIP: 55102 1302 BUSINESS PHONE: 612 340 6348 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lawson Software, Inc. CENTRAL INDEX KEY: 0001344632 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: MN FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81780 FILM NUMBER: 07607278 BUSINESS ADDRESS: STREET 1: 380 ST PETER STREET CITY: ST PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 651-767-7000 MAIL ADDRESS: STREET 1: 380 ST PETER STREET CITY: ST PAUL STATE: MN ZIP: 55102 FORMER COMPANY: FORMER CONFORMED NAME: Lawson Holdings, Inc. DATE OF NAME CHANGE: 20051116 SC 13D/A 1 a07-4213_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

LAWSON SOFTWARE, INC.

(Name of Issuer)

 

Common Stock, $.01 Par Value

(Title of Class of Securities)

 

520780 10 7

(CUSIP Number)

 

Bruce B. McPheeters, Esq.

General Counsel, Secretary and Senior Vice President

 

Lawson Software, Inc.

380 Saint Peter Street

St. Paul, Minnesota 55102-1302

(651) 767-7000

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

 

February 13, 2007

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

 




 

CUSIP No. 520780 10 7

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Lawson Family Investment Company, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

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
12,125,429

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
12,125,429

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
12,125,429

 

 

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)
6.5%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

2




 

CUSIP No. 520780 10 7

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
H. Richard Lawson and Patricia Lawson

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

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
13,115,000 (1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
13,115,000 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
13,115,000 (1)

 

 

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)
7.0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1)    Includes 12,093,215 shares held by the Lawson Family Investment Company, Ltd. over which Reporting Persons share voting and dispositive control, 989,571 shares held by H. Richard Lawson and Patricia Lawson as tenants in common and 32,214 shares held by H. Richard Lawson in the Lawson Software 401(k) plan.

 

3




This Amendment No. 6 (the “Amendment”) amends the statement on Schedule 13D filed by H. Richard Lawson with the Securities and Exchange Commission on December 17, 2001,  Amendment No. 1 thereto dated February 5, 2003, Amendment No. 2 thereto dated January 29, 2004, Amendment No. 3 thereto dated February 10, 2005, Amendment No. 4 thereto dated May 10, 2005, and Amendment No. 5 thereto dated February 13, 2006 (the “Statement”).  This Amendment supplements and, to the extent inconsistent therewith, amends the information set forth in the Statement.

Item 1.

Security and Issuer

 

This statement relates to the common stock of Lawson Software, Inc. (the “Issuer”). The Issuer is a Delaware corporation with a principal executive office located at 380 Saint Peter Street, St. Paul, Minnesota 55102-1302.

 

 

Item 2.

Identity and Background

 

(a)    Name: This statement is filed on behalf of H. Richard Lawson and the Lawson Family Investment Company, Ltd. (the “Reporting Persons”).

(b)    Business Address: c/o Lawson Software, Inc., 380 Saint Peter Street, St. Paul, Minnesota 55102-1302.

(c)    Present Principal Occupation: H. Richard Lawson is Co-Chairman of the Board of Directors of the Issuer.

(d)    Convictions in the last 5 years: The Reporting Persons have not been convicted in a criminal proceeding.

(e)    Securities law violations in the last 5 years: The Reporting Persons have not been a party to a civil proceeding as a result of which he has been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)     Citizenship: The Reporting Persons are citizens of the United States.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

The information previously reported in this Item of the Statement with respect to the source of funds for the Reporting Persons’ investment in securities of the Issuer is incorporated by reference herein.

 

 

Item 4.

Purpose of Transaction

 

The information previously reported in this Item of the Statement with respect to the purpose of the Reporting Persons’ investment in securities of the Issuer is incorporated by reference herein.

 

 

Item 5.

Interest in Securities of the Issuer

 

(a)    As of February 13, 2007, the Reporting Persons are deemed to be the beneficial owner of 13,115,000 shares (the “Shares”) of the Issuer’s Common Stock.  These Shares represent approximately 7.0% of the Issuer’s outstanding Common Stock (based upon 187,251,263 outstanding shares as of January 31, 2007).

(b)    The Reporting Persons share voting and dispositive power with respect to 12,093,215 shares held by the Lawson Family Investment Company, Ltd.,  989,571 shares held by H. Richard Lawson and Patricia Lawson as tenants in common, and 32,214 shares held by H. Richard Lawson in the Lawson Software 401(k) plan.

(c)    During the 60 day period preceding the filing of this report, the Lawson Family Investment Company, Ltd. has not sold an aggregate of 318,750 shares of the Issuer’s Common Stock.

(d)    Not applicable.

(e)    Not applicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Pursuant to a Stockholder Irrevocable Undertaking executed on June 2, 2005 in connection with the proposed merger of Lawson Software, Inc. and Intentia International, Inc. (the “Merger”), the Reporting Persons have agreed to certain stock transfer restrictions and to vote the shares of common stock of Lawson Software, Inc. identified in this report in favor of the Merger.

 

 

Item 7.

Material to Be Filed as Exhibits

 

The information previously reported in this Item of the Statement with respect to exhibits is incorporated by reference herein.

 

4




SIGNATURES

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

Dated:  February 13, 2007

 

/s/ H. Richard Lawson

 

 

H. Richard Lawson, Individually

 

 

 

 

 

 

 

 

/s/ Patricia Lawson

 

 

Patricia Lawson, Individually

 

 

 

 

 

 

 

 

LAWSON FAMILY INVESTMENT COMPANY, LTD.

 

 

 

 

 

 

 

 

By:

 /s/ H. Richard Lawson

 

 

 

H. Richard Lawson

 

5



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