sc13da107378004_10252013.htm

0000921895-13-002057.txt : 20131028 0000921895-13-002057.hdr.sgml : 20131028 20131028154314 ACCESSION NUMBER: 0000921895-13-002057 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131028 DATE AS OF CHANGE: 20131028 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Qumu Corp CENTRAL INDEX KEY: 0000892482 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 411577970 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43486 FILM NUMBER: 131173072 BUSINESS ADDRESS: STREET 1: 7725 WASHINGTON AVE S CITY: EDINA STATE: MN ZIP: 55439 BUSINESS PHONE: (952) 683-7900 MAIL ADDRESS: STREET 1: 7725 WASHINGTON AVENUE SOUTH CITY: EDINA STATE: MN ZIP: 55439 FORMER COMPANY: FORMER CONFORMED NAME: RIMAGE CORP DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOLPHIN LIMITED PARTNERSHIP III, L.P. CENTRAL INDEX KEY: 0001372405 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 156 W. 56TH STREET STREET 2: SUITE 1203 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 203-358-8000 MAIL ADDRESS: STREET 1: 96 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 SC 13D/A 1 sc13da107378004_10252013.htm sc13da107378004_10252013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Qumu Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

766721104

(CUSIP Number)

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 23, 2013

(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 ¨.

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.

_______________

1 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. 766721104

1	NAME OF REPORTING PERSON DOLPHIN LIMITED PARTNERSHIP III, L.P. (“Dolphin III”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 560,500
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 560,500
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 560,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 766721104

1	NAME OF REPORTING PERSON DOLPHIN ASSOCIATES III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 560,500
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 560,500
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 560,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 766721104

1	NAME OF REPORTING PERSON DOLPHIN HOLDINGS CORP. III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 560,500
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 560,500
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 560,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 766721104

1	NAME OF REPORTING PERSON DONALD T. NETTER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 560,500
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 560,500
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 560,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 766721104

1	NAME OF REPORTING PERSON JUSTIN A. ORLANDO
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 766721104

1	NAME OF REPORTING PERSON DANIEL J. ENGLANDER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 766721104

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On October 23, 2013, the Issuer and the Reporting Persons entered into Amendment No. 1 (the “Amendment”) to the Agreement that in summary provides that (i) the Issuer has agreed to support and solicit proxies on behalf of the Dolphin Director at the 2014 annual shareholder meeting or a special meeting, (ii) Dolphin III’s unpaid, non-voting observer on the Board will serve until the earlier of the date that is 10 days prior to the nomination deadline for the Issuer’s 2015 annual shareholder meeting (the “Amended Standstill Period”) or the date on which Dolphin III and its affiliates sell Shares such that they cease to beneficially own in the aggregate at least 5.0% of the outstanding Shares, (iii) the Reporting Persons have agreed to customary standstill provisions with the Issuer for the Amended Standstill Period, which nevertheless allows Dolphin III and its affiliates to increase their position in the Issuer up to 9.9% of the outstanding Shares, and (iv) until the date on which Dolphin III and its affiliates sell Shares such that they cease to beneficially own in the aggregate at least 5.0% of the outstanding Shares, Dolphin III has the right to recommend a substitute director if the Dolphin Director is no longer a director under certain circumstances, subject to the reasonable approval of the Governance Committee in good faith after exercising its fiduciary duties, with Mr. Netter and Mr. Englander deemed to be qualified as a substitute director. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 6.

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

Item 6 is hereby amended to add the following:

On October 23, 2013, the Reporting Persons and the Issuer entered into the Amendment, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

Exhibit 99.1.

Amendment No. 1 to Agreement by and among the Issuer and Dolphin III, Dolphin Associates III and Dolphin Holdings III, dated October 23, 2013.

CUSIP NO. 766721104

SIGNATURES

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

Dated: October 28, 2013	DOLPHIN LIMITED PARTNERSHIP III, L.P.

	By:	Dolphin Associates III, LLC General Partner

	By:	Dolphin Holdings Corp. III Managing Member

	By:	/s/ Donald T. Netter
		Donald T. Netter Senior Managing Director

	DOLPHIN ASSOCIATES III, LLC

	By:	Dolphin Holdings Corp. III Managing Member

	By:	/s/ Justin A. Orlando
		Justin A. Orlando Managing Director

	DOLPHIN HOLDINGS CORP. III

	By:	/s/ Justin A. Orlando
		Justin A. Orlando Managing Director

	/s/ Donald T. Netter
	DONALD T. NETTER

	/s/ Justin A. Orlando
	JUSTIN A. ORLANDO

	/s/ Daniel J. Englander
	DANIEL J. ENGLANDER

EX-99.1 2 ex991to13da107378004_102513.htm ex991to13da107378004_102513.htm

Exhibit 99.1

AMENDMENT NO. 1 TO AGREEMENT

This Amendment No. 1 to Agreement (the “Amendment”) is made and entered into as of October 23, 2013, by and among Qumu Corporation (f/k/a Rimage Corporation) (the “Company”) and Dolphin Limited Partnership III, L.P., Dolphin Associates III, LLC, and Dolphin Holdings Corp. III (collectively, “Dolphin”) (each of the Company and Dolphin, a “Party” to this Amendment, and collectively, the “Parties”).

WHEREAS, the Parties are each a party to that certain Agreement made and entered into as of March 18, 2013 (the “Agreement”) relating to the appointment of one Dolphin candidate to the Company’s Board of Directors, one observer to the Board of Directors and certain other governance matters, as provided in the Agreement;

WHEREAS, by this Amendment the parties desire to amend the Agreement to extend certain time periods relating to their respective rights and obligations;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

1. Definitions. The following terms shall have the following respective meanings:

a. The “2014 Annual Meeting” shall mean the annual meeting of shareholders of the Company to be held in 2014 including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof.

b. The “2015 Annual Meeting” shall mean the annual meeting of shareholders of the Company to be held in 2015 including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof.

c. “Amended Standstill Period” shall mean the period from the date of the Agreement until the date that is ten (10) business days prior to the deadline for the submission of shareholder nominations for the 2015 Annual Meeting pursuant to the Company’s bylaws.

2. Amendments. The Agreement is hereby amended as follows:

a. In Sections 1(b), 1(c) and 1(e) of the Agreement, each reference to the “2013 Annual Meeting” shall be a reference to the “2014 Annual Meeting.”

b. Section 1(d) shall be amended and restated to read in its entirety as follows:

Until the date on which Dolphin has sold shares of Common Stock such that it ceases to beneficially own in the aggregate at least 5.0% of the then outstanding Common Stock, the Company agrees that if the Dolphin Director resigns as a director or is removed from the Board for any reason or dies, Dolphin shall have the right to replace the Dolphin Director with a qualified substitute director, with the qualifications and appointment of such substitute director subject to the provisions of this subsection. Each substitute director must qualify as “independent” pursuant to NASDAQ listing standards. Unless there is a material adverse change in the qualifications of Justin A. Orlando, Donald T. Netter, or Daniel T. Englander, each of Messrs. Orlando, Netter and Englander is deemed to be qualified as a substitute director and upon Dolphin’s identification of Mr. Orlando, Mr. Netter or Mr. Englander as a substitute director, the Board shall appoint Mr. Orlando, Mr. Netter or Mr. Englander, as the case may be, as a member of the Board to replace the Dolphin Director. If for some reason Mr. Netter, Mr. Orlando or Mr. Englander, as the case may be, cannot serve as a substitute director, the Board shall appoint a qualified substitute director recommended by Dolphin, subject to the approval of the Governance Committee in good faith after exercising its fiduciary duties, provided that the Company may not unreasonably withhold consent of such qualified substitute candidate and provided further that in the event the Governance Committee does not approve of a substitute director recommended by Dolphin, Dolphin will have the right to recommend additional persons as a substitute director. Upon the appointment of a substitute director to the Board, the Board will also appoint such substitute director to each of the Compensation Committee and Governance Committee. Any such substitute director appointed to the Board shall be deemed to be a “Dolphin Director” hereunder.

c. In Sections 1(f) of the Agreement, each reference to the “2014 Annual Meeting” shall be a reference to the “2015 Annual Meeting.”

d. Each reference in the Agreement to the “Standstill Period” shall be a reference to the “Amended Standstill Period.”

3. No Implied Amendments. Except as herein amended, all of the terms of the Agreement shall remain in full force and effect and are ratified in all respects. On and after the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Agreement, as amended by this Amendment.

4. Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota without reference to the conflict of laws principles thereof.

5. Counterparts. This Amendment may be executed by facsimile and in separate counterparts, all of which, taken together, shall constitute one original document and shall become effective when one or more counterparts have been signed by the Parties and delivered to each Party.

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.

	QUMU CORPORATION

	By:	/s/ Sherman L. Black
		Sherman L. Black
		Chief Executive Officer

DOLPHIN LIMITED PARTNERSHIP III, L.P.

	By: Dolphin Associates III, LLC, its General Partner

		By: Dolphin Holdings Corp. III, its Managing Member


By:	/s/ Donald T. Netter
		Donald T. Netter
		Senior Managing Director

DOLPHIN ASSOCIATES III, LLC

		By: Dolphin Holdings Corp. III, its Managing Member

By:	/s/ Donald T. Netter
		Donald T. Netter
		Senior Managing Director

DOLPHIN HOLDINGS CORP. III

By:	/s/ Donald T. Netter
		Donald T. Netter
		Senior Managing Director

[Signature Page to Amendment]