-----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, Kqvwcq7jbbovCjCU1mJdtpCGowBINRk/q8HNj2qiNEOdSWRvtICrmcbho7TM9XKf 6rJ1DRFw+sW/L8v/vNDtyw== 0000902664-06-002194.txt : 20060922 0000902664-06-002194.hdr.sgml : 20060922 20060922165703 ACCESSION NUMBER: 0000902664-06-002194 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060922 DATE AS OF CHANGE: 20060922 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETMANAGE INC CENTRAL INDEX KEY: 0000909793 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770252226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43535 FILM NUMBER: 061104858 BUSINESS ADDRESS: STREET 1: 10725 N DE ANZA BLVD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4089737171 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Frumberg Charles CENTRAL INDEX KEY: 0001314587 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 2125215034 MAIL ADDRESS: STREET 1: 153 EAST 53RD STREET STREET 2: SUITE 26B CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 sc13d.txt NETMANAGE, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D* (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) NetManage, Inc. ----------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ----------------------------------------------------------- (Title of Class of Securities) 641144308 ----------------------------------------------------------- (CUSIP Number) Michael R Littenberg, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 2006 ----------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) - ---------------- * 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. 641144308 13D Page 2 of 8 - ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Emancipation Capital Master, Ltd. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS* 00 - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER SHARES -0- -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 683,315 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 683,315 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 683,315 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.24% (See item 5) - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON * CO - ----------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 641144308 13D Page 3 of 8 - ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Charles Frumberg - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS* 00 - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER SHARES -0- -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 683,315 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 683,315 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 683,315 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.24% (See item 5) - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON * IN - ----------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This statement on Schedule 13D relates to the shares ("Shares") of common stock, $0.01 par value, of NetManage, Inc. (the "Issuer"). The principal executive office of the Issuer is located at 20883 Stevens Creek Blvd. Cupertino, CA 95014. Item 2. Identity and Background. (a) This statement is filed by: (i) Emancipation Capital Master, Ltd., a Cayman Islands exempted company ("Emancipation Capital"); and (ii) Mr. Charles Frumberg ("Mr. Frumberg") who serves as the managing member of Emancipation Management LLC, ("Emancipation Management") which acts as the investment manager of Emancipation Capital, (Emancipation Capital and Mr. Frumberg are sometimes hereinafter referred to collectively as the "Reporting Persons"); Emancipation Management acts as the investment manager of Emancipation Capital. The managing member of Emancipation Management is Charles Frumberg. Each of the Reporting Persons expressly disclaim beneficial ownership of securities held by any person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Persons' management and control. (b) The address of the principal business and principal office of each of the Reporting Persons is 1120 Avenue of the Americas, Suite 1504, New York, NY 10036. (c) The principal business of Emancipation Capital is investing. Mr. Frumberg serves as managing member of Emancipation Management. (d) The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Persons have not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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. (f) Mr. Frumberg is a US citizen. Item 3. Source and Amount of Funds or Other Consideration. As of September 22, 2006, the aggregate amount of funds used to purchase the Shares held by Emancipation Filing Persons was $3,500,489. The Shares beneficially owned by the Emancipation Filing Persons were acquired with investment funds in accounts under management. Item 4. Purpose of Transaction. The Reporting Persons originally acquired Shares for investment in the ordinary course of business. The Reporting Persons believe that the Shares at current market prices are undervalued and that the maximum value of the Issuer may best be realized through a sale of the Issuer to a third party. The Reporting Persons understand that the Issuer has received acquisition proposals and the Reporting Persons intend to engage in discussions with the management and board of directors of the Issuer requesting them to give serious consideration to recent proposals. In the ordinary course of their investment business, from time to time, representatives of the Reporting Persons engage in discussions with the management of companies in which they have invested concerning the business and operations of the company and potential approaches to maximizing shareholder value. The Reporting Persons intend to engage in such discussions with the Issuer, other holders of the Issuer's Shares and/or third parties. The Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, price levels of the Shares, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares, hedging their positions and/or otherwise changing their intentions with respect to any and all matters referred to in Item 4. Item 5. Interest in Securities of the Company. (a) As of September 22, 2006, the Reporting Persons beneficially owned, in the aggregate, approximately 7.24% of the Issuer's outstanding Shares. The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 9,442,367 Shares outstanding, which is the total number of Shares outstanding as of August 9, 2006, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. (b) The Reporting Persons have the following voting and dispositive powers over the Shares reported herein: (i) Emancipation Capital: Beneficial owner, with shared power to vote or direct the vote and to dispose or direct the disposition, of 683,315 Shares, or an aggregate of 7.24% of outstanding Shares. (ii) Mr. Frumberg: Beneficial owner, with shared power to vote or direct the vote and to dispose or direct the disposition, of 683,315 Shares and, or an aggregate of 7.24% of outstanding Shares. (c) The following table sets forth all transactions with respect to the Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of the transaction effected through 4:00 pm, New York City time, on September 22, 2006. All such transactions were effected in the open market.
Name Date No. of Price Per Transaction Shares Share (4) Type - -------------------------- ---------- --------- ---------- --------------- Emancipation Capital 08/09/2006 915.00 4.22 Purchase Emancipation Capital 08/10/2006 8,300.00 4.22 Purchase Emancipation Capital 08/11/2006 1,833.00 4.22 Purchase Emancipation Capital 08/24/2006 1,000.00 4.27 Purchase Emancipation Capital 08/29/2006 1,200.00 4.329 Purchase Emancipation Capital 08/31/2006 1,827.00 4.514 Purchase Emancipation Capital 09/07/2006 3,082.00 5.064 Purchase Emancipation Capital 09/08/2006 20,100.00 5.245 Purchase Emancipation Capital 09/14/2006 1,228.00 5.12 Purchase Emancipation Capital 09/15/2006 200,000.00 5.13 Purchase Emancipation Capital 09/15/2006 607.00 5.145 Purchase Emancipation Capital 09/18/2006 106,015.00 5.03 Purchase Emancipation Capital 09/22/2006 6,800.00 5.10 Purchase
(d) No person (other than the Reporting Persons) is 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 Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. Except as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer. Item 7. Material to be Filed as Exhibits. 1. Exhibit I - Joint Acquisition Statement, as required by Rule 13d-1(k)under the Securities Exchange Act of 1934, as amended. SIGNATURES 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. Dated: September 22, 2006 EMANCIPATION CAPITAL MASTER LTD. By: /s/ Charles Frumberg ---------------------------------- Name: Charles Frumberg Title: Director CHARLES FRUMBERG /s/ Charles Frumberg - ----------------------------------------- EXHIBIT I JOINT FILING AGREEMENT JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated as of September 22, 2006 EMANCIPATION CAPITAL MASTER LTD. By: /s/ Charles Frumberg ---------------------------------- Name: Charles Frumberg Title: Director CHARLES FRUMBERG /s/ Charles Frumberg - ----------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----