-----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, G9kBh40YPVyWnHKMKEPz/pMFmKuex415A27oeOEcd8213aX/7w5F4QGzL0vNIH5C yl0G1/T09v2mg78fgWOX7A== 0000919574-09-016856.txt : 20091222 0000919574-09-016856.hdr.sgml : 20091222 20091222155310 ACCESSION NUMBER: 0000919574-09-016856 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091222 DATE AS OF CHANGE: 20091222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: inContact, Inc. CENTRAL INDEX KEY: 0001087934 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 870528557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-61369 FILM NUMBER: 091255138 BUSINESS ADDRESS: STREET 1: 7730 S. UNION PARK AVE., SUITE 500 STREET 2: NONE CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: (801) 320-3300 MAIL ADDRESS: STREET 1: 7730 S. UNION PARK AVE., SUITE 500 STREET 2: NONE CITY: MIDVALE STATE: UT ZIP: 84047 FORMER COMPANY: FORMER CONFORMED NAME: UCN INC DATE OF NAME CHANGE: 20040722 FORMER COMPANY: FORMER CONFORMED NAME: BUYERS UNITED INC DATE OF NAME CHANGE: 20011126 FORMER COMPANY: FORMER CONFORMED NAME: BUYERSONLINECOM INC DATE OF NAME CHANGE: 20000823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINDERHOOK PARTNERS L P CENTRAL INDEX KEY: 0001220338 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE EXECUTIVE DRIVE, SUITE 160 CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: (201) 461-9292 MAIL ADDRESS: STREET 1: ONE EXECUTIVE DRIVE, SUITE 160 CITY: FORT LEE STATE: NJ ZIP: 07024 SC 13G 1 d1058044_13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) inContact, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 - -------------------------------------------------------------------------------- (Title of Class of Securities) 45336E109 - -------------------------------------------------------------------------------- (CUSIP Number) December 21, 2009 - -------------------------------------------------------------------------------- (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) CUSIP No. 45336E109 - --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kinderhook Partners, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,428,571 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,428,571 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,428,571 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 45336E109 - --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kinderhook GP, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,428,571 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,428,571 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,428,571 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 45336E109 - --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tushar Shah 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,428,571 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,428,571 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,428,571 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC CUSIP No. 45336E109 - --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stephen J. Clearman 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,428,571 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,428,571 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,428,571 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC CUSIP No. 45336E109 - --------------------- Item 1(a). Name of Issuer: inContact, Inc. ------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 7730 S. Union Park Avenue, Suite 500 Midvale, UT 84047 ------------------------------------------------------------------- Item 2(a). Name of Person Filing: Kinderhook Partners, LP Kinderhook GP, LLC Tushar Shah Stephen J. Clearman ------------------------------------------------------------------- (b). Address of Principal Business Office, or if None, Residence: 1 Executive Drive Suite 160 Fort Lee, NJ 07024 ------------------------------------------------------------------- (c). Citizenship: Kinderhook Partners, LP - Delaware Kinderhook GP, LLC - Delaware Tushar Shah - United States of America Stephen J. Clearman - United States of America ------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock, par value $0.0001 ------------------------------------------------------------------- (e). CUSIP Number: 45336E109 ------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). 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. (a) Amount beneficially owned: Kinderhook Partners, LP - 3,428,571 Kinderhook GP, LLC - 3,428,571 Tushar Shah - 3,428,571 Stephen J. Clearman - 3,428,571 ------------------------------------------------------------------- (b) Percent of class: Kinderhook Partners, LP - 9.8% Kinderhook GP, LLC - 9.8% Tushar Shah - 9.8% Stephen J. Clearman - 9.8% ------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote Kinderhook Partners, LP - 0 Kinderhook GP, LLC - 0 Tushar Shah - 0 Stephen J. Clearman - 0 ------------------------, (ii) Shared power to vote or to direct the vote Kinderhook Partners, LP - 3,428,571 Kinderhook GP, LLC - 3,428,571 Tushar Shah - 3,428,571 Stephen J. Clearman - 3,428,571 ------------------------, (iii) Sole power to dispose or to direct the disposition of Kinderhook Partners, LP - 0 Kinderhook GP, LLC - 0 Tushar Shah - 0 Stephen J. Clearman - 0 ------------------------, (iv) Shared power to dispose or to direct the disposition of Kinderhook Partners, LP - 3,428,571 Kinderhook GP, LLC - 3,428,571 Tushar Shah - 3,428,571 Stephen J. Clearman - 3,428,571 ------------------------, 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. N/A -------------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A -------------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A -------------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A -------------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A -------------------------------------------------------------------------- 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 such purpose or effect. 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. December 22,2009 (Date) KINDERHOOK PARTNERS, LP* By: Kinderhook GP, LLC General Partner By: /s/ Tushar Shah --------------------- Tushar Shah Managing Member KINDERHOOK GP, LLC* By: /s/ Tushar Shah --------------------- Tushar Shah Managing Member /s/ Tushar Shah* ---------------- Tushar Shah /s/ Stephen J. Clearman* ------------------------ Stephen J. Clearman *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this statement on Schedule 13G dated December 22, 2009 relating to the Common Stock, par value $0.0001 of inContact, Inc. shall be filed on behalf of the undersigned. KINDERHOOK PARTNERS, LP* By: Kinderhook GP, LLC General Partner By: /s/ Tushar Shah --------------------- Tushar Shah Managing Member KINDERHOOK GP, LLC* By: /s/ Tushar Shah --------------------- Tushar Shah Managing Member /s/ Tushar Shah* ---------------- Tushar Shah /s/ Stephen J. Clearman* ------------------------ Stephen J. Clearman *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. SK 21702 0003 1058044 -----END PRIVACY-ENHANCED MESSAGE-----