-----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, J7kFZkCcFqsyWG6fqE7HgGMchj2K8iN2V6nswHh5UemP/O2n+37xIkb1DH1Ey9Ht 8/DxA0KTN22msUUgkcxWig== 0000906344-07-000528.txt : 20070731 0000906344-07-000528.hdr.sgml : 20070731 20070731154000 ACCESSION NUMBER: 0000906344-07-000528 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070731 DATE AS OF CHANGE: 20070731 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Telanetix,Inc CENTRAL INDEX KEY: 0001277270 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80929 FILM NUMBER: 071012652 BUSINESS ADDRESS: STREET 1: 6197 CORNERSTONE COURT E STREET 2: SUITE 108 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-362-2250 MAIL ADDRESS: STREET 1: 6197 CORNERSTONE COURT E STREET 2: STE 108 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: AER VENTURES INC DATE OF NAME CHANGE: 20040122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Enable Growth Partners L P CENTRAL INDEX KEY: 0001316907 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1 FERRY BUILDING STREET 2: SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-677-1577 MAIL ADDRESS: STREET 1: 1 FERRY BUILDING STREET 2: SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 telan13g.htm SCHEDULE 13G RE TELANETIX, INC. 07-20-2007 telan13g.htm




UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
TELANETIX, INC.
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
 
879180107
 
(CUSIP Number)
 
 
July 20, 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)
 
 
ý 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 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).
 

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1.
 
Names of Reporting Persons.
 
Enable Capital Management, LLC
 
 
I.R.S. Identification Nos. of above persons (entities only).
 
73-1625368
 
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
1,777,101
Shares
         
Beneficially
6.
Shared Voting Power
0
Owned
         
by Each
7.
Sole Dispositive Power
1,777,101
Reporting
         
Person With
8.
Shared Dispositive Power
0
             
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,777,101
 
12.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (9)
 
9.99%
 
14.
 
Type of Reporting Person (See Instructions)
 
OO


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1.
 
Names of Reporting Persons.
 
Enable Growth Partners, L.P.
 
 
I.R.S. Identification Nos. of above persons (entities only).
 
75-3030215
 
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
1,777,101
Shares
         
Beneficially
6.
Shared Voting Power
0
Owned
         
by Each
7.
Sole Dispositive Power
1,777,101
Reporting
         
Person With
8.
Shared Dispositive Power
0
             
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,777,101
 
12.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (9)
 
9.99%
 
14.
 
Type of Reporting Person (See Instructions)
 
PN


-3-


 
1.
 
Names of Reporting Persons.
 
Mitchell S. Levine
 
 
I.R.S. Identification Nos. of above persons (entities only).
 
 
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
 
United States
             
Number of
5.
Sole Voting Power
1,777,101
Shares
         
Beneficially
6.
Shared Voting Power
0
Owned
         
by Each
7.
Sole Dispositive Power
1,777,101
Reporting
         
Person With
8.
Shared Dispositive Power
0
             
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,777,101
 
12.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (9)
 
9.99%
 
14.
 
Type of Reporting Person (See Instructions)
 
IN


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Item 1(a).  Name of Issuer:
 
Telanetix, Inc.
 
 
Item 1(b).  Address of Issuer’s Principal Executive Offices:
 
6197 Cornerstone Court E., Suite 108
 
San Diego, CA  92121
 
 
Item 2(a).  Names of Persons Filing:
 
Enable Capital Management, LLC (“ECM”)
 
Enable Growth Partners, L.P. (“EGP”)
 
Mitchell S. Levine
 
 
Item 2(b).  Address of Principal Business Office or, if none, Residence:
 
The principal business address of the reporting persons is One Ferry Building, Suite 255, San Francisco, CA  94111.
 
 
Item 2(c).  Citizenship:
 
Reference is made to Item 4 of pages 2, 3, and 4, of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.
 
 
Item 2(d).  Title of Class of Securities:
 
Common Stock, $0.0001 par value
 
 
Item 2(e).  CUSIP Number:
 
879180107
 
 
Item 3.  If this statement is filed pursuant to §§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 Act (15 U.S.C. 78o).
 
¨ (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
¨ (c) Insurance company as defined in section 3(a)(19) of the 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 §240.13d-1(b)(1)(ii)(E);
 
¨ (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
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¨ (g) A parent holding company or control person in accordance with § 240.13d-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 §240.13d-1(b)(1)(ii)(J).
 
 
Item 4.  Ownership.
 
Reference is hereby made to Items 5-9 and 11 of pages 2, 3, and 4, of this Schedule, which Items are incorporated by reference herein.
 
EGP is the beneficial owner of: (i) 459,234 shares of the Issuer’s common stock: (ii) 6% Senior Convertible Amortizing Notes (“Convertible Notes”) which are currently convertible into up to 1,267,062 shares of the Issuer’s common stock (subject to the Ownership Limitations described in more detail below); and (iii) warrants (“Warrants”) to purchase up to 649,625 shares of the Issuer’s common stock (subject to the Ownership Limitations described in more detail below).  Other client accounts for which ECM acts as general partner and investment manager are the beneficial owners of: (i) 81,041 shares of the Issuer’s common stock; (ii) Convertible Notes which are currently convertible into up to 223,788 shares of the Issuer’s common stock (subject to the Ownership Limitations described in more detail below); and (iii) Warrants to purchase up to 114,717 shares of the Issuer’s common stock (subject to the Ownership Limitations described in more detail below).
 
The conversion of the Convertible Notes and the exercise of the Warrants are subject to restrictions (the “Ownership Limitations”) that prohibit conversion or exercise to the extent that, after giving effect to such conversion or exercise, the holder of the Convertible Notes or Warrants (together with such holder’s affiliates, and any other person or entity acting as a group together with such holder or any of such holder’s affiliates) would, as a result of such conversion or exercise, beneficially own in excess of 9.99% of the total number of issued and outstanding shares of the Issuer’s common stock (including for such purposes the shares of the Issuer’s common stock issued upon such conversion and/or exercise).
 
Based on 16,551,980 shares of common stock of the Issuer outstanding as of June 12, 2007, as indicated in the Issuer’s Form SB-2 Registration Statement Under the Securities Act of 1933 filed with the Securities and Exchange Commission on June 18, 2007, the Reporting Persons currently have the right (consistent with the Ownership Limitations) to acquire up to 1,236,826 shares of the Issuer’s common stock through the conversion of the Convertible Notes and/or exercise of the Warrants.
 
ECM, as general partner and investment manager of EGP and other client accounts, may be deemed to have the power to direct the voting or disposition of the Issuer’s common stock held by EGP or any such other accounts.  Therefore, ECM, as EGP’s and those other accounts’ general partner and investment manager, and Mitchell S. Levine, as managing member and majority owner of ECM, may be deemed to beneficially own the common stock owned by EGP and such other accounts for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, insofar as it or he may be deemed to have the power to direct the voting or disposition of that common stock.
 
Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that ECM or Mitchell S. Levine is, for any other purpose, the beneficial owner of any securities to which this Schedule relates (the “Securities”), and each of ECM and Mitchell S. Levine disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.
 
Under the definition of “beneficial ownership” in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities.  Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.
 
The calculation of percentage of beneficial ownership in item 11 of pages 2, 3, and 4 was derived from the Issuer’s Form SB-2 Registration Statement Under the Securities Act of 1933 filed with the Securities and Exchange Commission on June 18, 2007, in which the Issuer stated that the number of shares of its common stock, $0.0001 par value, outstanding as of June 12, 2007 was 16,551,980 shares.

-6-

 
 
Item 5.  Ownership of Five Percent or Less of a Class
 
Not applicable.
 
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
ECM serves as general partner and investment manager to certain client accounts, in addition to EGP, that have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s common stock.  Other than as reported in this Schedule, no individual client’s holdings exceed five percent of that common stock.
 
 
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.
 
-7-

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

Dated:  July 31, 2007
ENABLE CAPITAL MANAGEMENT, LLC
By:      /s/ Mitchell S. Levine
Mitchell S. Levine, its Managing Member
 
 
ENABLE GROWTH PARTNERS, L.P.
By:  Enable Capital Management, LLC, its General Partner
By:     /s/ Mitchell S. Levine
Mitchell S. Levine, its Managing Member
 
 
MITCHELL S. LEVINE
 
/s/ Mitchell S. Levine
Mitchell S. Levine
 
 

EXHIBIT INDEX
 
Exhibit A
Joint Filing Undertaking
Page 9
 
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EXHIBIT A
 
JOINT FILING UNDERTAKING
 
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.
 

Dated:  July 31, 2007
 
ENABLE CAPITAL MANAGEMENT, LLC
By:     /s/ Mitchell S. Levine
Mitchell S. Levine, its Managing Member
 
 
ENABLE GROWTH PARTNERS, L.P.
By:  Enable Capital Management, LLC, its General Partner
By:     /s/ Mitchell S. Levine
Mitchell S. Levine, its Managing Member
 
 
MITCHELL S. LEVINE
 
/s/ Mitchell S. Levine
Mitchell S. Levine
 

-9-


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