-----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, J0hEFiHYBNavQXTGt0j73hSfluhxe2dZVf9+bUn+ZMpwDmo7Z5QAI/lSmeHgBVLs Td5Twgr9oMZqfjwRzEFcTg== 0001144204-06-030612.txt : 20060802 0001144204-06-030612.hdr.sgml : 20060802 20060801201420 ACCESSION NUMBER: 0001144204-06-030612 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060802 DATE AS OF CHANGE: 20060801 GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT, LLC GROUP MEMBERS: SACC PARTNERS, LP 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43535 FILM NUMBER: 06995784 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: RILEY BRYANT R CENTRAL INDEX KEY: 0001207269 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 11150 SANTA MONICA BLVD STE 750 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13G 1 v048686_sc13g.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* NetManage, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 641144308 (CUSIP Number) (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [_] 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). CUSIP No. 641144308 13G Page 2 of __ Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON SACC Partners, LP - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------- ---------------------------------------------------------------------- 5 SOLE VOTING POWER 473,098 NUMBER OF ------ -------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ------ -------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 473,098 ------ -------------------------------------------------- 8 SHARED DISPOSITIVE POWER -0- - --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 473,098 - --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] - --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.02%(1) - --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- - ------------ (1) Based on 9,421,117 shares of common stock of NetManage, Inc. ("ZiLOG" or the "Issuer") outstanding at May 4, 2006, as reported in ZiLOG's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 filed with the Securities and Exchange Commission on May 12, 2006. CUSIP No. 641144308 13G Page 3 of __ Pages - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Riley Investment Management, LLC - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------- ---------------------------------------------------------------------- 5 SOLE VOTING POWER 473,098(2) NUMBER OF ------ -------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ------ -------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 473,098(2) ------ -------------------------------------------------- 8 SHARED DISPOSITIVE POWER -0- - --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 473,098(2) - --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] - --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.02%(3) - --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA - --------- ---------------------------------------------------------------------- - ------------ (2) Because Riley Investment Management LLC has sole investment and voting power over 473,098 shares of Common Stock owned of record by SACC Partners LP, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares. (3) Based on 9,421,117 shares of common stock of NetManage, Inc. ("ZiLOG" or the "Issuer") outstanding at May 4, 2006, as reported in ZiLOG's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 filed with the Securities and Exchange Commission on May 12, 2006. CUSIP No. 641144308 13G Page 4 of __ Pages - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Bryant R Riley - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION California - --------- ---------------------------------------------------------------------- 5 SOLE VOTING POWER 473,098(4) NUMBER OF ------ -------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ------ -------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 473,098(4) ------ -------------------------------------------------- 8 SHARED DISPOSITIVE POWER -0- - --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 473,098(4) - --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] - --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.02%(5) - --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - --------- ---------------------------------------------------------------------- - ------------ (4) Because Riley Investment Management LLC has sole voting and investment power over SACC Partners LP's security holdings and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, each of SACC Partners LP, Riley Investment Management LLC, and Mr. Riley may be deemed to have beneficial ownership of the 473,098 shares owned of record by SACC Partners LP. (5) Based on 9,421,117 shares of common stock of NetManage, Inc. ("ZiLOG" or the "Issuer") outstanding at May 4, 2006, as reported in ZiLOG's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 filed with the Securities and Exchange Commission on May 12, 2006. CUSIP No. 641144308 13G Page 5 of __ Pages Item 1. (a) Name of Issuer NetManage, Inc. (b) Address of Issuer's Principal Executive Offices 20883 Stevens Creek Blvd. Cupertino, CA 95014 Item 2. (a) Name of Person Filing SACC Partners, LP; Riley Investment Management, LLC; Bryant R Riley (b) Address of Principal Business Office or, if none, Residence 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 (c) Citizenship SACC Partners LP (Delaware limited partnership) Riley Investment Management LLC (Delaware limited liability company) Bryant R. Riley (individual residing in California) (d) Title of Class of Securities Common Stock (e) CUSIP Number 641144308 Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. CUSIP No. 641144308 13G Page 6 of __ Pages 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: 473,098 (b) Percent of class: 5.02% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 473,098 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 473,098 (iv)Shared power to dispose or to direct the disposition of 0 Instruction. For computations regarding securities which represent a right to acquire an underlying security see ss.240.13d-3(d)(1). CUSIP No. 641144308 13G Page 7 of __ Pages 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 of the class of securities, check the following [_]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. (b) 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. CUSIP No. 641144308 13G Page 8 of __ Pages 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: SACC Partners, LP By: Riley Investment Management, its General Partner By: /s/ Bryant R. Riley ----------------------------------------- Bryant R. Riley, Managing Partner Riley Investment Management, LLC By: /s/ Bryant R. Riley ----------------------------------------- Bryant R. Riley, President By: /s/ Bryant R. Riley ----------------------------------------- Bryant R. Riley -----END PRIVACY-ENHANCED MESSAGE-----