-----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, Bm8qpU9e0K5lhd6eEE4gWa3remqbBi0hMy3TZOdTX0qLCvuPixCPATptxMeiKNuq T36xChLuJZBVjsF4KcrLcw== 0001044321-03-000070.txt : 20030304 0001044321-03-000070.hdr.sgml : 20030304 20030304144756 ACCESSION NUMBER: 0001044321-03-000070 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030304 GROUP MEMBERS: AUSTIN W. MARXE GROUP MEMBERS: AWM INVESTMENT COMPANY, INC. GROUP MEMBERS: DAVID M. GREENHOUSE GROUP MEMBERS: MG ADVISERS, L.L.C. GROUP MEMBERS: MGP ADVISERS LIMITED PARTNERSHIP GROUP MEMBERS: SPECIAL SITUATIONS CAYMAN FUND, L.P. GROUP MEMBERS: SPECIAL SITUATIONS FUND III, L.P. GROUP MEMBERS: SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P. GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND, L.P. GROUP MEMBERS: SST ADVISERS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARTISOFT INC CENTRAL INDEX KEY: 0000877931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 860446453 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41833 FILM NUMBER: 03591226 BUSINESS ADDRESS: STREET 1: 5 CAMBRIDGE CENTER STREET 2: 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6173540600 MAIL ADDRESS: STREET 1: 2202 NORTH FORBES BLVD CITY: TUCSON STATE: AZ ZIP: 85745 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARXE AUSTIN W & GREENHOUSE DAVID M CENTRAL INDEX KEY: 0001044321 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 153 E 53RD ST STREET 2: 51ST FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122076500 MAIL ADDRESS: STREET 1: 153 E 53RD ST 51ST FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 artisoft13dt3.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 ) Artisoft Inc. (Name of Issuer) Common Stock, $ .01 Par Value (Title of Class of Securities) 009370107 (CUSIP Number) with a copy to: Austin W. Marxe Allen B. Levithan, Esq. 153 East 53rd Street Lowenstein Sandler PC New York, New York 10022 65 Livingston Avenue Roseland, New Jersey 07068 (973) 597-2424 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of section 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 section 240.13d-7 for other parties to whom copies are to be sent. *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. 003970107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Austin W. Marxe and David M. Greenhouse 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] Not Applicable (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions): 00 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable 6. Citizenship or Place of Organization: United States Number of 7. Sole Voting Power: * Shares Beneficially 8. Shared Voting Power: 11,429,827* Owned by Each Reporting 9. Sole Dispositive Power: * Person With 10. Shared Dispositive Power: 11,429,827* 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 11,429,827* 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable 13. Percent of Class Represented by Amount in Row (11): 46.0% * 14. Type of Reporting Person (See Instructions): IA, IN * This is a joint filing by Austin W. Marxe ("Marxe") and David M. Greenhouse ("Greenhouse"). Marxe and Greenhouse share sole voting and investment power over 762,400 shares of Common Stock, 380,000 shares of Preferred Stock convertible into 904,762 shares of common stock and 380,000 warrants owned by Special Situations Cayman Fund, L.P., 2,642,707 shares of Common Stock, 1,140,000 shares of Preferred Stock convertible into 2,714,286 shares of common stock and 1,140,000 Warrants owned by Special Situations Fund III, L.P., 628,100 shares of Common Stock, 380,000 share of Preferred Stock convertible into 904,762 shares of common stock and 380,000 Warrants owned by Special Situations Private Equity Fund, L.P., and 296,620 shares of Common Stock, 200,000 shares of Preferred Stock convertible into 476,190 shares of common stock and 200,000 Warrants owned by Special Situations Technology Fund, L.P. See Items 2 and 5 of this Schedule 13D for additional information. Item 1. Security and Issuer. This schedule related to the preferred stock and warrants of Artisoft, Inc. (the "Issuer"). The Issuer's principal executive officers are located at 2202 North Forbes Blvd. Tucson, AZ 85745 Item 2. Identity and Background. The persons filing this report are Austin W. Marxe ("Marxe") and David M. Greenhouse ("Greenhouse"), who are the controlling principals of AWM Investment Company, Inc. ("AWM"), the general partner of and investment adviser to Special Situations Cayman Fund, L.P. ("Cayman"). AWM also serves as the general partner of MGP Advisers Limited Partnership ("MGP"), the general partner of and investment adviser to Special Situations Fund III, L.P. ("SSF3"). Marxe and Greenhouse are also members of MG Advisers L.L.C. ("MG"), the general partner of and investment adviser to Special Situations Private Equity Fund, L.P. ("SSPE"), and members of SST Advisers, L.L.C. ("SSTA"), the general partner of and investment adviser to Special Situations Technology Fund, L.P. ("Technology"). (SSF3, Cayman, SSPE and Technology will hereafter be referred to as, the "Funds"). The principal office and business address of the Reporting Persons, is 153 East 53rd Street, 55th Floor, New York NY 10022. The principal business of each Fund is to invest in equity and equity- related securities and other securities of any kind or nature. Mr. Marxe and Mr. Greenhouse have never been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor have either of them been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Marxe and Mr. Greenhouse are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration. Each Fund utilized its own available net assets to purchase the securities referred to in this Schedule. Item 4. Purpose of Transaction. The securities referred to in this Schedule have been acquired by each of the Funds for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer. Each Fund acquired the securities in the ordinary course of business and is holding the securities for the benefit of its investors. Item 5. Interest in Securities of the Issuer. Cayman owns shares 762,400 of Common Stock, 380,000 shares of Preferred Stock convertible into 904,762 shares of common stock and 380,000 warrants, or 10.8% of the shares outstanding, SSF3 owns 2,642,707 shares of Common Stock, 1,140,000 shares of Preferred Stock convertible into 2,714,286 shares of common stock and 1,140,000 Warrants, or 30.1% of the shares outstanding, SSPE owns 628,100 shares of Common Stock, 380,000 share of Preferred Stock convertible into 904,762 shares of common stock and 380,000 Warrants, or 10.0% of the outstanding shares and Technology owns 296,620 shares of Common Stock, 200,000 shares of Preferred Stock convertible into 476,190 shares of common stock and 200,000 Warrants or 5.3% of the shares outstanding. Messrs. Marxe and Greenhouse share the power to vote and direct the disposition of all shares of Common Stock owned by each of the Funds. Messrs. Marxe and Greenhouse are deemed to beneficially own a total of 4,329,827 shares of Common Stock, 2,100,000 shares of Preferred Stock convertible into 5,000,000 shares of common stock and 2,100,000 Warrants or 46.0% of the outstanding shares. The following table reflects the acquisitions and dispositions by each of the Funds during the sixty days preceding the date of the event that requires the filing of this statement (each of which were effected in ordinary brokers transactions): A. Special Situations Cayman Fund, L.P. Date Quantity Average Price 12/02 (Purchases) 295,000 $.25 Date Quantity Average Price (Sales) B. Special Situations Private Equity Fund, L.P. Date Quantity Average Price 12/02 (Purchases) 261,600 $.25 Date Quantity Average Price (Sales) C. Special Situations Technology Fund, L.P. Date Quantity Average Price 12/02 (Purchases) 115,220 $.25 Date Quantity Average Price (Sales) D. Special Situations Fund III, L.P. Date Quantity Average Price 11/02 (Purchases) 130,407 $.49 12/02 Date 965,000 Quantity $.25 Average Price (Sales) 11/02 6,900 $.49
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. No contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between Messrs. Marxe and Greenhouse and any other individual or entity. Item 7. Material to be Filed as Exhibits. Joint Filing Agreement. 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. February 12, 2003 /s/_Austin W. Marxe Austin W. Marxe /s/_David M. Greenhouse David M. Greenhouse Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). JOINT FILING AGREEMENT Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule 13D to which this agreement is attached is filed on behalf of each of them. /s/_Austin W. Marxe Austin W. Marxe /s/_David M. Greenhouse David M. Greenhouse - -4- S5313/1 02/12/03 1278889.03 - -2- S5313/1 1278889.03 -----END PRIVACY-ENHANCED MESSAGE-----