-----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, EzHInY/nRD/0vBwYijUvocsJFKJ0YOqjpY14C+dce9mxtDkS+IpCY1ux+wK8o5Iz 7KwXLLrZWhOypYZMdg+LbA== 0001079973-09-000196.txt : 20090219 0001079973-09-000196.hdr.sgml : 20090219 20090219170919 ACCESSION NUMBER: 0001079973-09-000196 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090219 DATE AS OF CHANGE: 20090219 GROUP MEMBERS: EUGENE C. MCCOLLEY GROUP MEMBERS: G. MICHAEL MACHENS GROUP MEMBERS: JAMES R. ROTHE GROUP MEMBERS: ROARING FORK CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cistera Networks, Inc. CENTRAL INDEX KEY: 0000821356 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 911944887 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40230 FILM NUMBER: 09622354 BUSINESS ADDRESS: STREET 1: 6509 WINDCREST DRIVE STREET 2: SUITE 160 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 9723814699 MAIL ADDRESS: STREET 1: 6509 WINDCREST DRIVE STREET 2: SUITE 160 CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: CNH HOLDINGS CO DATE OF NAME CHANGE: 19960808 FORMER COMPANY: FORMER CONFORMED NAME: CORAL COMPANIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ISBC CORP DATE OF NAME CHANGE: 19880711 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Roaring Fork Capital SBIC, L.P. CENTRAL INDEX KEY: 0001310175 IRS NUMBER: 710953148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5445 DTC PARKWAY STREET 2: PENTHOUSE 4 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 303-694-1300 MAIL ADDRESS: STREET 1: 5445 DTC PARKWAY STREET 2: PENTHOUSE 4 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 SC 13G/A 1 roaring_cistera13ga2.txt SCHEDULE 13G AMENDMENT NO 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No. 2 Under the Securities Exchange Act of 1934 CISTERA NETWORKS, INC. ---------------------- (Name of Issuer) Common Stock, $.001 par value ----------------------------- (Title of Class of Securities) 17284Q103 --------- (CUSIP Number) December 31, 2008 ----------------- (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) *The remainder of this cover page shall be filled out for the 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 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). CUSIP No. 1728Q103 (1) Name of Reporting Person and I.R.S. Identification No. of Such Person (entities only)(1) (a) Roaring Fork Capital SBIC, L.P. ("RFLP") Taxpayer I.D. No. 71-0953148 (b) Roaring Fork Capital Management, LLC ("RFLLC") Taxpayer I.D. No. 48-0879110 (c) Eugene C. McColley ("McColley"), James T. Rothe ("Rothe"), G. Michael Machens ("Machens") (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: (a) Delaware, USA (b) Colorado, USA (c) USA Number of Shares (5) Sole Voting Power: 3,318,021 Beneficially Owned by Each Reporting (6) Shared Voting Power: 0 Person with: (7) Sole Dispositive Power: 3,318,021 (8) Shared Dispositive Power: 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,318,021 (1) Joint filing pursuant to Rule 13D-1(k)(1). The record owner of the securities of the Issuer is RFLP. This Statement is also being filed on behalf of RFLLC, which is the sole general partner of RFLP, and McColley, Rothe and Machens, who are the Managers of RFLLC and, as principals of RFLLC, may be deemed to share indirect beneficial ownership of the securities which RFLLC may beneficially own. RFLLC and Messrs. McColley, Rothe and Machens disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests. (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)____ (11) Percent of Class Represented by Amount in Row (9): 19.04% (12) Type of Reporting Person (See Instructions): (a) PN (b) OO (c) IN, IN, IN Item 1. Name and Address of Issuer. (a)(b) Name and address of principal executive offices of Issuer: Cistera Networks, Inc. 6509 Windcrest Drive Suite 160 Plano, TX 75024 Item 2. Roaring Fork Capital SBIC, L.P. ------------------------------- (a) Name of person filing: Roaring Fork Capital SBIC, L.P. (b) Residence or Business Address: 5445 DTC Parkway Penthouse 4 Greenwood Village, CO 80111 (c) Citizenship: Delaware, USA (d) Title and Class of Securities: Common Stock, $.001 par value (e) CUSIP Number: 17284Q103 Roaring Fork Capital Management, LLC - ------------------------------------ (a) Name of person filing: Roaring Fork Capital Management LLC (b) Residence or Business Address: 5445 DTC Parkway Penthouse 4 Greenwood Village, CO 80111 (c) Citizenship: Colorado, USA entity (d) Title and Class of Securities: Common Stock, $.001 par value (e) CUSIP Number: 17284Q103 Eugene C. McColley - ------------------ (a) Name of person filing: Eugene C. McColley (b) Residence or Business Address: 5445 DTC Parkway Penthouse 4 Greenwood Village, CO 80111 (c) Citizenship: USA (d) Title and Class of Securities: Common Stock, $.001 par value (e) CUSIP Number: 17284Q103 James T. Rothe - -------------- (a) Name of person filing: James T. Rothe (b) Residence or Business Address: 5445 DTC Parkway Penthouse 4 Greenwood Village, CO 80111 (c) Citizenship: USA (d) Title and Class of Securities: Common Stock, $.001 par value (e) CUSIP Number: 17284Q103 G. Michael Machens - ------------------ (a) Name of person filing: G. Michael Machens (b) Residence or Business Address: 5445 DTC Parkway Penthouse 4 Greenwood Village, CO 80111 (c) Citizenship: USA (d) Title and Class of Securities: Common Stock, $.001 par value (e) CUSIP Number: 17284Q103 Item 3. N/A Item 4. Ownership. (a) Amount beneficially owned: 3,318,021 (b) Percent of class: 19.04% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 3,318,021 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 3,318,021 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5-9. Ownership of Five Percent or Less of a Class N/A Item 10. Certification The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): 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 the Reporting Person's knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct. Date: February 19, 2009 ROARING FORK CAPITAL SBIC, L.P. By: Roaring Fork Capital Management, LLC, its general partner By: /s/ Eugene C. McColley ---------------------- Eugene C. McColley Manager ROARING FORK CAPITAL MANAGEMENT, LLC, By: /s/ Eugene C. McColley ---------------------- Eugene C. McColley Manager /s/ Eugene C. McColley ---------------------- Eugene C. McColley, individually /s/ James T. Rothe ------------------ James T. Rothe, individually /s/ G. Michael Machens ---------------------- G. Michael Machens, individually -----END PRIVACY-ENHANCED MESSAGE-----