Unassociated Document

0001144204-10-006199.txt : 20100209 0001144204-10-006199.hdr.sgml : 20100209 20100209161115 ACCESSION NUMBER: 0001144204-10-006199 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100209 DATE AS OF CHANGE: 20100209 GROUP MEMBERS: KENDU PARTNERS GROUP MEMBERS: MICHAEL W. ENGMANN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATION INTELLIGENCE CORP CENTRAL INDEX KEY: 0000727634 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 942790442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-51123 FILM NUMBER: 10584551 BUSINESS ADDRESS: STREET 1: 275 SHORELINE DR STREET 2: STE 500 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 6508027888 MAIL ADDRESS: STREET 1: 275 SHORELINE DR STREET 2: STE 500 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MDNH PARTNERS LP CENTRAL INDEX KEY: 0000856928 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 220 BUSH STREET STREET 2: SUITE 940 CITY: SAN FRANCISC0 STATE: CA ZIP: 94104 BUSINESS PHONE: 415-733-3002 MAIL ADDRESS: STREET 1: 220 BUSH STREET STREET 2: SUITE 940 CITY: SAN FRANCISC0 STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: MDNH PARTNERS DATE OF NAME CHANGE: 19891025 SC 13G 1 v173668_sc13g.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Rule 13d-102)

Information To Be Included In Statements Filed Pursuant To § 240.13d-1(b), (c) And (d) And Amendments Thereto

Filed Pursuant To § 240.13d-2

Under The Securities Exchange Act Of 1934

(Amendment No. ___)*

Communication Intelligence Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

20338K106

(CUSIP Number)

November 28, 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)

*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).

Page 2 of 9

	CUSIP No. 20338K106
	NAME OF REPORTING PERSONS
1
	Michael W. Engmann ("Engmann")
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2	(See Instructions)			(a) x
				(b) ¨
	SEC USE ONLY
3
	CITIZENSHIP OR PLACE OF ORGANIZATION
4
	United States
			SOLE VOTING POWER
		5
	NUMBER OF		5,787,920 shares.

	SHARES
			SHARED VOTING POWER
	BENEFICIALLY	6
			5,506,211 shares.
	OWNED BY

	EACH		SOLE DISPOSITIVE POWER
		7
	REPORTING		5,787,920 shares.

	PERSON
			SHARED DISPOSITIVE POWER
	WITH	8
			5,506,211 shares.

The 5,787,920 shares consist of: 5,222,643 shares held by Engmann, 532,392 shares subject to warrants held by Engmann exercisable within 60 days of January 31, 2010 and 32,885 shares issuable upon the conversion of convertible securities held by Engmann.

The 5,506,211 shares consist of: 1,171,666 shares held by Kendu Partners, a California limited partnership, ("Kendu"), 45,905 shares subject to warrants held by Kendu exercisable within 60 days of January 31, 2010, 2,576,799 shares issuable upon the conversion of convertible securities held by Kendu, 585,833 shares held by MDNH Partners, a California limited partnership ("MDNH"), 22,952 shares subject to warrants held by MDNH exercisable within 60 days of January 31, 2010, 1,092,556 shares issuable upon conversion of convertible securities held by MDNH, 5,000 shares held by Sean Engmann, an adult son of Engmann ("Sean") and 5,500 shares held by Brad Engmann, an adult son of Engmann ("Brad"). Engmann is the General Partner of Kendu and a shareholder of MDNH Trading Corp., the General Partner of MDNH. Engmann shares voting and dispositive power over the shares held by Sean and Brad, but Sean and Brad are not part of the group consisting of Engmann, Kendu and MDNH.


	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
	11,294,131 SHARES.
	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10			¨

	(See Instructions)
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
	8.3%

The total number of shares issued and outstanding was calculated based on 131,751,574 shares of common stock outstanding as of October 28, 2009 as reported in the issuer's 10-Q plus the number of shares Engmann, Kendu and MDNH have the right to acquire within 60 days of January 31, 2010 pursuant to warrants or the conversion of convertible shares.
	TYPE OF REPORTING PERSON (See Instructions)
12
	IN, HC

Page 3 of 9

CUSIP No. 20338K106
NAME OF REPORTING PERSON
1.
	Kendu Partners, a California general partnership ("Kendu")
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2	(See Instructions)			(a) x
				(b) ¨
	SEC USE ONLY
3
	CITIZENSHIP OR PLACE OF ORGANIZATION
4
	California
			SOLE VOTING POWER
		5
	NUMBER OF		0 shares.

	SHARES
			SHARED VOTING POWER
	BENEFICIALLY	6
			3,794,370 shares.
	OWNED BY

	EACH		SOLE DISPOSITIVE POWER
		7
	REPORTING		0 shares.

	PERSON
			SHARED DISPOSITIVE POWER
	WITH	8
			3,794,370 shares.

The 3,794,370 shares consist of: 1,171,666 shares held by Kendu, 45,905 shares subject to warrants held by Kendu exercisable within 60 days of January 31, 2010, and 2,576,799 shares issuable upon the conversion of convertible securities held by Kendu.


	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
	11,294,131 shares

The 11,294,131 shares consist of: 5,222,643 shares held by Michael W. Engmann ("Engmann"), 532,392 shares subject to warrants held by Engmann exercisable within 60 days of January 31, 2010, 32,885 shares issuable upon the conversion of convertible securities held by Engmann, 1,171,666 shares held by Kendu, 45,905 shares subject to warrants held by Kendu exercisable within 60 days of January 31, 2010, 2,576,799 shares issuable upon the conversion of convertible securities held by Kendu, 585,833 shares held by MDNH Partners, L.P., a California limited partnership ("MDNH"), 22,952 shares subject to warrants held by MDNH exercisable within 60 days of January 31, 2010,1,092,556 shares issuable upon conversion of convertible securities held by MDNH, 5,000 shares held by Sean Engmann, an adult son of Engmann, and 5,500 shares held by Brad Engmann, an adult son of Engmann.
	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10			¨

	(See Instructions)
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
	8.3%

The total number of shares issued and outstanding was calculated based on 131,751,574 shares of common stock outstanding as of October 28, 2009 as reported in the issuer's 10-Q plus the number of shares Engmann, Kendu and MDNH have the right to acquire within 60 days of January 31, 2010 pursuant to warrants or the conversion of convertible shares.
	TYPE OF REPORTING PERSON (See Instructions)
12
	PN

Page 4 of 9

CUSIP No. 20338K106
NAME OF REPORTING PERSON
1.
	MDNH Partners, L.P., a California limited partnership
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2	(See Instructions)			(a) x
				(b) ¨
	SEC USE ONLY
3
	CITIZENSHIP OR PLACE OF ORGANIZATION
4
	California
			SOLE VOTING POWER
		5
	NUMBER OF		0 shares.

	SHARES
			SHARED VOTING POWER
	BENEFICIALLY	6
			1,701,341 shares.
	OWNED BY

	EACH		SOLE DISPOSITIVE POWER
		7
	REPORTING		0 shares.

	PERSON
			SHARED DISPOSITIVE POWER
	WITH	8
			1,701,341 shares.

The 1,701,341 shares consist of: 585,833 shares held by MDNH, 22,952 shares subject to warrants held by MDNH exercisable within 60 days of January 31, 2010, and 1,092,556 shares issuable upon the conversion of convertible securities held by MDNH.


	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
	11,294,131 shares

The 11,294,131 shares consist of: 5,222,643 shares held by Michael W. Engmann ("Engmann"), 532,392 shares subject to warrants held by Engmann exercisable within 60 days of January 31, 2010, 32,885 shares issuable upon the conversion of convertible securities held by Engmann, 1,171,666 shares held by Kendu Partners, a California general partnership ("Kendu"), 45,905 shares subject to warrants held by Kendu exercisable within 60 days of January 31, 2010, 2,576,799 shares issuable upon the conversion of convertible securities held by Kendu, 585,833 shares held by MDNH, 22,952 shares subject to warrants held by MDNH exercisable within 60 days of January 31, 2010, 1,092,556 shares issuable upon conversion of convertible securities held by MDNH, 5,000 shares held by Sean Engmann, an adult son of Engmann, and 5,500 shares held by Brad Engmann, an adult son of Engmann.
	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10			¨

	(See Instructions)
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
	8.3%

The total number of shares issued and outstanding was calculated based on 131,751,574 shares of common stock outstanding as of October 28, 2009 as reported in the issuer's 10-Q plus the number of shares Engmann, Kendu and MDNH have the right to acquire within 60 days of January 31, 2010 pursuant to warrants or the conversion of convertible shares.
	TYPE OF REPORTING PERSON (See Instructions)
12
	PN

Page 5 of 9

Item 1.

(a)

Name of Issuer:

Communication Intelligence Corporation

(b)

Address of Issuer's Principal Executive Offices:

275 Shoreline Drive, Suite 500, Redwood Shores, CA 94065-1413

Item 2.

(a)

Name of Person(s) Filing:

This statement is filed jointly by Michael W. Engmann ("Engmann"), Kendu Partners, a California general partnership ("Kendu") and MDNH Partners, LP., a California limited partnership ("MDNH").

(b)

Address of Principal Business Office or, if none, Residence:

220 Bush Street, Suite 950, San Francisco, California 94104

(c)

Citizenship:

Engmann is a United States citizen. Kendu and MDNH are both organized in California.

(d)

Title of Class of Securities:

Common Stock.

(e)

CUSIP Number:

20338K106

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a:

N.A.

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:

Engmann: 11,294,131 shares. The 11,294,131 shares include 5,222,643 shares held by Engmann, 532,392 shares subject to warrants held by Engmann exercisable within 60 days of January 31, 2010, 32,885 shares issuable upon the conversion of convertible securities held by Engmann, 1,171,666 shares held by Kendu, 45,905 shares subject to warrants held by Kendu exercisable within 60 days of January 31, 2010, 2,576,799 shares issuable upon the conversion of convertible securities held by Kendu, 585,833 shares held by MDNH, 22,952 shares subject to warrants held by MDNH exercisable within 60 days of January 31, 2010, 1,092,556 shares issuable upon conversion of convertible securities held by MDNH, 5,000 shares held by Sean Engmann, an adult son of Engmann ("Sean") and 5,500 shares held by Brad Engmann, an adult son of Engmann ("Brad") . Engmann is the General Partner of Kendu and a shareholder of MDNH Trading Corp., the General Partner of MDNH. Engmann shares voting and dispositive power over the shares held by Sean and Brad, but Sean and Brad are not part of the group consisting of Engmann, Kendu and MDNH.

Page 6 of 9

Kendu: 11,294,131 shares. The 11,294,131 shares include 5,222,643 shares held by Engmann, 532,392 shares subject to warrants held by Engmann exercisable within 60 days of January 31, 2010, 32,885 shares issuable upon the conversion of convertible securities held by Engmann, 1,171,666 shares held by Kendu, 45,905 shares subject to warrants held by Kendu exercisable within 60 days of January 31, 2010, 2,576,799 shares issuable upon the conversion of convertible securities held by Kendu, 585,833 shares held by MDNH, 22,952 shares subject to warrants held by MDNH exercisable within 60 days of January 31, 2010, 1,092,556 shares issuable upon conversion of convertible securities held by MDNH, 5,000 shares held by Sean and 5,500 shares held by Brad.

MDNH: 11,294,131 shares. The 11,294,131 shares include 5,222,643 shares held by Engmann, 532,392 shares subject to warrants held by Engmann exercisable within 60 days of January 31, 2010, 32,885 shares issuable upon the conversion of convertible securities held by Engmann, 1,171,666 shares held by Kendu, 45,905 shares subject to warrants held by Kendu exercisable within 60 days of January 31, 2010, 2,576,799 shares issuable upon the conversion of convertible securities held by Kendu, 585,833 shares held by MDNH, 22,952 shares subject to warrants held by MDNH exercisable within 60 days of January 31, 2010, 1,092,556 shares issuable upon conversion of convertible securities held by MDNH, 5,000 shares held by Sean and 5,500 shares held by Brad.

(b) Percent of Class:

Engmann: 8.3%

Kendu: 8.3%

MDNH: 8.3%

(i) Sole power to vote or direct the vote:

Engmann: 5,787,920 shares.

Kendu: 0 shares

MDNH: 0 shares

(ii) Shared power to vote or to direct the vote:

Engmann: 5,506,211 shares. The 5,506,211 shares consist of: 1,171,666 shares held by Kendu, 45,905 shares subject to warrants held by Kendu exercisable within 60 days of January 31, 2010, 2,576,799 shares issuable upon the conversion of convertible securities held by Kendu, 585,833 shares held by MDNH, 22,952 shares subject to warrants held by MDNH exercisable within 60 days of January 31, 2010, 1,092,556 shares issuable upon conversion of convertible securities held by MDNH, 5,000 shares held by Sean and 5,500 shares held by Brad. Engmann is the General Partner of Kendu and a shareholder of MDNH Trading Corp., the General Partner of MDNH. Engmann shares voting and dispositive power over the shares held by Sean and Brad, but Sean and Brad are not part of the group consisting of Engmann, Kendu and MDNH.

Kendu: 3,794,370 shares. The 3,794,370 shares consist of: 1,171,666 shares held by Kendu, 45,905 shares subject to warrants held by Kendu exercisable within 60 days of January 31, 2010, and 2,576,799 shares issuable upon the conversion of convertible securities held by Kendu. Kendu shares voting power with Engmann who directs the voting of the group comprised of Engmann, Kendu and MDNH.

MDNH: 1,701,341 shares. The 1,701,341 shares consist of: 585,833 shares held by MDNH, 22,952 shares subject to warrants held by MDNH exercisable within 60 days of January 31, 2010, and 1,092,556 shares issuable upon the conversion of convertible securities held by MDNH. MDNH shares voting power with Engmann who directs the voting of the group comprised of Engmann, Kendu and MDNH.

Page 7 of 9

(iii) Sole power to dispose or direct the disposition of:

Engmann: 5,787,920 shares.

Kendu: 0 shares

MDNH: 0 shares

(iv) Shared power to dispose or direct the disposition of:

Engmann: 5,506,211 shares. The 5,506,211 shares consist of: 1,171,666 shares held by Kendu, 45,905 shares subject to warrants held by Kendu exercisable within 60 days of January 31, 2010, 2,576,799 shares issuable upon the conversion of convertible securities held by Kendu, 585,833 shares held by MDNH, 22,952 shares subject to warrants held by MDNH exercisable within 60 days of January 31, 2010, 1,092,556 shares issuable upon conversion of convertible securities held by MDNH, 5,000 shares held by Sean and 5,500 shares held by Brad. Engmann is the General Partner of Kendu and a shareholder of MDNH Trading Corp., the General Parnter of MDNH. Engmann shares voting and dispositive power over the shares held by Sean and Brad, but Sean and Brad are not part of the group consisting of Engmann, Kendu and MDNH.

Kendu: 3,794,370 shares. The 3,794,370 shares consist of: 1,171,666 shares held by Kendu, 45,905 shares subject to warrants held by Kendu exercisable within 60 days of January 31, 2010, and 2,576,799 shares issuable upon the conversion of convertible securities held by Kendu. Kendu shares dispositive power with Engmann who directs the disposition of shares held by Engmann, Kendu and MDNH.

MDNH: 1,701,341 shares. The 1,701,341 shares consist of: 585,833 shares held by MDNH, 22,952 shares subject to warrants held by MDNH exercisable within 60 days of January 31, 2010, and 1,092,556 shares issuable upon the conversion of convertible securities held by MDNH. MDNH shares dispositive power with Engmann who directs the disposition of shares held by Engmann, Kendu and MDNH.

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 (5%) of the class of securities, check the following o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

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.

N.A.

Item 8.

Identification and Classification of Members of the Group.

Engmann, Kendu and MDNH are members of a group controlled by Engmann.

Item 9.

Notice of Dissolution of Group.

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.

Page 9 of 9

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.

Date: February 9, 2010

By:	/s/ Michael W. Engmann
	Michael W. Engmann

By:	/s/ Michael W. Engmann
	Kendu Partners
	a California general partnership
By:	Michael W. Engmann
Its:	General Partner

By:	/s/ Phillip Handin
	MDNH Partners, L.P.
	a California limited partnership
By:	MDNH Trading Corp.
Its:	General Partner
	By: Phillip E. Handin
	Its: Secretary

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL

CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

EXHIBIT INDEX

1. Agreement of Joint Filing Page 10

EX-99.1 2 v173668_ex99-1.htm

Exhibit 1

Agreement of Joint Filing

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned, Michael W. Engmann, Kendu Partners, a California general partnership, and MDNH Partners, L.P., a California limited partnership, hereby agree to the joint filing on behalf of each of them of the Schedule 13G to which this Agreement is attached as an exhibit (and any further amendment filed by them) with respect to the common stock, $0.01 par value, of Communication Intelligence Corporation.

This Agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.

Dated: February 9, 2010

By:	/s/ Michael W. Engmann
	Michael W. Engmann

By:	/s/ Michael W. Engmann
	Kendu Partners
	a California general partnership
By:	Michael W. Engmann
Its:	General Partner

By:	/s/ Phillip Handin
	MDNH Partners, L.P.
	a California limited partnership
By:	MDNH Trading Corp.
Its:	General Partner
	By: Phillip E. Handin
	Its: Secretary