sc13gza

0000950123-10-012858.txt : 20100216 0000950123-10-012858.hdr.sgml : 20100215 20100216095818 ACCESSION NUMBER: 0000950123-10-012858 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: DAVID W. BERRY GROUP MEMBERS: KAIZEN CAPITAL, L.L.C. GROUP MEMBERS: SELECT CONTRARIAN VALUE PARTNERS, L.P. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61369 FILM NUMBER: 10602888 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: KAIZEN MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001356770 IRS NUMBER: 352199198 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4200 MONTROSE BLVD. STREET 2: SUITE 510 CITY: HOUSTON STATE: TX ZIP: 77006 BUSINESS PHONE: 713.529.3660 MAIL ADDRESS: STREET 1: 4200 MONTROSE BLVD. STREET 2: SUITE 510 CITY: HOUSTON STATE: TX ZIP: 77006 SC 13G/A 1 c96292sc13gza.htm SC 13G/A sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

INCONTACT, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45336E109

(CUSIP Number)

December 31, 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:

o Rule 13d-1(b)

þ 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).

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

Taylor H. Wilson, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219-7673
(214) 651-5000


CUSIP No.		45336E109


1	NAMES OF REPORTING PERSONS Select Contrarian Value Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			2,204,828

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,204,828

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,204,828

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.3%

12	TYPE OF REPORTING PERSON

	PN


CUSIP No.		45336E109


1	NAMES OF REPORTING PERSONS Kaizen Management, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			2,204,828

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			82,303

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,204,828

WITH:		8	SHARED DISPOSITIVE POWER

			82,303

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,287,131

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.6%

12	TYPE OF REPORTING PERSON

	PN


CUSIP No.		45336E109


1	NAMES OF REPORTING PERSONS Kaizen Capital, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			2,204,828

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			82,303

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,204,828

WITH:		8	SHARED DISPOSITIVE POWER

			82,303

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,287,131

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.6%

12	TYPE OF REPORTING PERSON

	OO


CUSIP No.		45336E109


1	NAMES OF REPORTING PERSONS David W. Berry


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			2,227,868

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			82,303

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,227,868

WITH:		8	SHARED DISPOSITIVE POWER

			82,303

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,310,171

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.6%

12	TYPE OF REPORTING PERSON

	IN

Item 1.

(a) Name of Issuer

INCONTACT, INC.

(b) Address of Issuer’s Principal Executive Offices

7730 S. Union Park Ave., Suite 500, Midvale, Utah 84047

Item 2.

(a) Name of Person Filing

This statement is jointly filed by and on behalf of Select Contrarian Value Partners, L.P., Kaizen Management, L.P., Kaizen Capital, LLC, and David W. Berry. Kaizen Management is the general partner of, and serves as the investment adviser to, Select Contrarian and may be deemed to beneficially own securities owned by Select Contrarian. Kaizen Capital is the general partner of Kaizen Management. Kaizen Capital may be deemed to beneficially own securities owned by Kaizen Management. Mr. Berry is the manager of Kaizen Capital. Mr. Berry may be deemed to beneficially own securities owned by Kaizen Capital.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

(b) Address of Principal Business Office or, if none, Residence

4200 Montrose Blvd., Suite 400, Houston, Texas 77006

(c) Citizenship

See Item 4 on the cover page(s) hereto.

(d) Title of Class of Securities

Common Stock

(e) CUSIP Number

45336E109


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)	o	A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)	o	A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	o	An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	o	An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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 of 1940 (15 U.S.C. 80a-3);

(j)	o	A group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

(a) Amount beneficially owned: See Item 9 on the cover page(s) hereto.

(b) Percent of class: See Item 11 on the cover page(s) hereto.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

(ii) Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

Item 5. Ownership of 5% 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 o.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

Other persons, including Select Contrarian Value Partners, L.P., are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this statement that may be deemed to be beneficially owned by the reporting person(s).


Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8. Identification and Classification of Members of the Group

Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

Item 9. Notice of Dissolution of Group

Item 10. Certifications

(a) Not Applicable

(b) 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, I certify that the information set forth in this statement is true, complete and correct.


Select Contrarian Value Partners, L.P.
By: Kaizen Management, L.P.
Title: General Partner

By: Kaizen Capital, L.L.C.
Title: General Partner

By:	/s/ David W. Berry
	Name:	David W. Berry
	Title:	Manager
	Date:	February 16, 2010

Kaizen Management, L.P.
By: Kaizen Capital, L.L.C.
Title: General Partner

By:	/s/ David W. Berry
	Name:	David W. Berry
	Title:	Manager
	Date:	February 16, 2010

Kaizen Capital, L.L.C.
By:	/s/ David W. Berry
	Name:	David W. Berry
	Title:	Manager
	Date:	February 16, 2010

David W. Berry
By:	/s/ David W. Berry
	Name:	David W. Berry
	Date:	February 16, 2010

EXHIBIT INDEX


Exhibit		Description of Exhibit
	99.1	Joint Filing Agreement (furnished herewith)

EX-99.1 2 c96292exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

February 16, 2010

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.


Select Contrarian Value Partners, L.P.
By: Kaizen Management, L.P.
Title: General Partner

By: Kaizen Capital, L.L.C.
Title: General Partner

By:	/s/ David W. Berry
	Name:	David W. Berry
	Title:	Manager
	Date:	February 16, 2010

Kaizen Management, L.P.
By: Kaizen Capital, L.L.C.
Title: General Partner

By:	/s/ David W. Berry
	Name:	David W. Berry
	Title:	Manager
	Date:	February 16, 2010

Kaizen Capital, L.L.C.
By:	/s/ David W. Berry
	Name:	David W. Berry
	Title:	Manager
	Date:	February 16, 2010

David W. Berry
By:	/s/ David W. Berry
	Name:	David W. Berry
	Date:	February 16, 2010