-----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, ITjLnpdkia4I4Ci1FYiJpNz7ojn3cJaaPMTvmhJOGrtnDyMVwkTJezA1gHdWjbyH Gur+AwzvlXKmbykbTqWlgw== 0000950134-07-000553.txt : 20070112 0000950134-07-000553.hdr.sgml : 20070112 20070112154638 ACCESSION NUMBER: 0000950134-07-000553 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070112 DATE AS OF CHANGE: 20070112 GROUP MEMBERS: HOWARD GOLDEN GROUP MEMBERS: KEVIN WYMAN GROUP MEMBERS: SOUTHPAW CREDIT OPPORTUNITY MASTER FUND LP GROUP MEMBERS: SOUTHPAW HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANGOSOFT INC CENTRAL INDEX KEY: 0000947969 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 870543565 STATE OF INCORPORATION: NV FISCAL YEAR END: 0517 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59705 FILM NUMBER: 07528740 BUSINESS ADDRESS: STREET 1: 1500 W PARK DR STREET 2: STE 190 CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5088717300 MAIL ADDRESS: STREET 1: 1500 WEST PARK DRIVE STREET 2: SUITE 190 CITY: WESTBOROUGH STATE: MA ZIP: 01581 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN CLOCK CO DATE OF NAME CHANGE: 19950712 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Southpaw Asset Management LP CENTRAL INDEX KEY: 0001361978 IRS NUMBER: 202641361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203.862.6206 MAIL ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06831 SC 13D/A 1 d42729sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*
MangoSoft, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
562716209
(CUSIP Number)
Southpaw Asset Management LP
Four Greenwich Office Park
Greenwich, CT 06831
(203) 862.6206
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

- with copies to -

Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

January 10, 2007
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 


 

                     
CUSIP No.
 
562716209 
  Page  
  of   
12 

 

           
1   NAMES OF REPORTING PERSONS:

   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  Southpaw Credit Opportunity Master Fund LP
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Cayman Islands
       
  7   SOLE VOTING POWER:
     
NUMBER OF   870,202
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   870,202
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  870,202
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  25.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN


 

                     
CUSIP No.
 
562716209 
  Page  
  of   
12 

 

           
1   NAMES OF REPORTING PERSONS:

   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  Southpaw Asset Management LP
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   870,202
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   870,202
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  870,202
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  25.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN


 

                     
CUSIP No.
 
562716209 
  Page  
  of   
12 

 

           
1   NAMES OF REPORTING PERSONS:

   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  Southpaw Holdings LLC
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   870,202
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   870,202
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  870,202
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  25.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO

4


 

                     
CUSIP No.
 
562716209 
  Page  
  of   
12 

 

           
1   NAMES OF REPORTING PERSONS:

  Kevin Wyman
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  7   SOLE VOTING POWER:
     
NUMBER OF   870,202
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   870,202
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  870,202
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  25.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN


 

                     
CUSIP No.
 
562716209 
  Page  
  of   
12 

 

           
1   NAMES OF REPORTING PERSONS:

Howard Golden
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  7   SOLE VOTING POWER:
     
NUMBER OF   870,202
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   870,202
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  870,202
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  25.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN


 

                     
 
 
 
  Page  
  of   
12 
SCHEDULE 13D/A
Item 1. Security and Issuer
     This Amendment No. 1 to Schedule 13D (this “Schedule 13D”) relates to shares of common stock, $0.001 par value (“Common Stock”), of MangoSoft, Inc., a Nevada corporation (the “Issuer”). The Issuer’s principal executive offices are located at 12 Technology Way, Nashua, NH 03062.
Item 2. Identity and Background
     (a) This statement is filed by: (i) Southpaw Credit Opportunity Master Fund LP (“Fund”), a Cayman Islands limited partnership, as the holder of the shares of Common Stock (ii) Southpaw Asset Management LP (“Southpaw Management”), a Delaware limited partnership, as the investment manager to Fund (iii) Southpaw Holdings LLC (“Southpaw Holdings”), a Delaware limited liability company, as the general partner of Southpaw Management, (iv) Kevin Wyman, a principal of Southpaw Holdings LLC, and (v) Howard Golden, a principal of Southpaw Holdings LLC (the persons mentioned in (i), (ii) (iii), (iv) and (v) are referred to as the “Reporting Persons”).
     (b) The business address of each of the Reporting Persons is: Four Greenwich Office Park, Greenwich, CT 06831.
     (c) Fund serves as a master fund investment vehicle for investments by Southpaw Credit Opportunity Fund Ltd., a Cayman Islands exempted company, and Southpaw Credit Opportunity Partners LP, a Delaware limited partnership. Southpaw Management provides investment management services to private individuals and institutions, including Fund. Southpaw Holdings LLC serves as the general partner of Southpaw Management. The principal occupation of Mr. Wyman and Mr. Golden is investment management.
     (d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     (e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) Fund is a Cayman Islands limited partnership. Southpaw Management is a Delaware limited partnership. Southpaw Holdings is a Delaware limited liability company. Mr. Wyman and Mr. Golden are United States citizens.
Item 3. Source and Amount of Funds
     As of January 12, 2007, the Reporting Persons had invested in Common Stock of the Issuer in the amount of: $794,105.91. Currently, all shares of Common Stock of the Issuer as of the


 

                     
 
 
 
  Page  
  of   
12 
date of this Schedule 13D are held by Fund. The source of these funds was the working capital of the Reporting Persons.
Item 4. Purpose of the Transaction
     The Reporting Persons acquired shares of Common Stock for portfolio investment purposes, and except as described below, do not have any present plans or proposals that relate to the business, policies, management, structure or capitalization of the Issuer. The Reporting Persons believe that there may exist unexploited opportunities to increase the value of the Common Stock. The Reporting Persons intend to work with the Issuer’s management and board of directors regarding potential strategies to increase shareholder value, including through communicating to management their views regarding, among other items, the attractiveness of share repurchases and capital allocations. The Reporting Persons reserve the right to acquire, or dispose of, additional securities of the Issuer, in the ordinary course of business, to the extent deemed advisable in light of general investment and trading policies, market conditions, the availability of shares of Common Stock or other factors. Except as disclosed above, none of the Reporting Persons have any plans or proposals of the type described in (b)-(j) of Item 4.
Item 5. Interest in Securities of the Issuer
     (a) As of January 12, 2007 the Reporting Persons beneficially own 870,202 shares of Common Stock of the Issuer, which represents 25.5% of the Issuer’s outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 870,202 shares of Common Stock beneficially owned by the Reporting Persons as of the date hereof, by (ii) 3,413,038 shares of Common Stock outstanding as of January 11, 2007, as reported to the Reporting Persons by Issuer’s legal counsel, on March 31, 2006 (such figure is derived by adding 1,013,038 (the number of shares of Common Stock outstanding as of November 14, 2006, as reported on the Issuer’s most recent Form 10-QSB, filed with the Securities and Exchange Commission on November 14, 2006) plus 2,400,000 shares of Common Stock issued and sold by the Issuer pursuant to a Subscription and Purchase agreement entered into by and among Fund and the Issuer, among others, on January 10, 2007.)
     (b) The Reporting Persons have the power to vote and dispose of the 870,202 shares of Common Stock held by Fund.
     The filing of this statement on Schedule 13D shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 870,202 shares of Common Stock owned by Fund. Pursuant to Rule 13d-4, each of the Reporting Persons disclaim all such beneficial ownership.
     (c) All transactions in the Issuer’s securities by the Reporting Persons during the prior sixty (60) days are reported on Exhibit 1. All purchases or sales, as the case by be, reported on Exhibit 1 were made by Fund.
     (d) Not Applicable.
     (e) Not Applicable.


 

                     
 
 
 
  Page  
  of   
12 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
     Not Applicable.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Transactions in the Issuer’s securities by the Reporting Persons during the prior sixty (60) days.
Exhibit 2 Joint Filing Agreement dated January 12, 2007, among the Reporting Persons.


 

                     
 
 
 
  Page  
10 
  of   
12 
Signature
     After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 12, 2007
         
  Southpaw Credit Opportunity Master Fund LP
 
 
  By:   Southpaw GP LLC, its general partner    
 
  By:  /s/ Howard Golden   
  Name: Howard Golden  
  Title: Managing Member 
 
 
  Southpaw Asset Management LP


By: Southpaw Holdings LLC, its general partner
 
 
  By:   /s/ Howard Golden    
  Name:    Howard Golden   
  Title:    Managing Member  
 
  Southpaw Holdings LLC
 
 
  By:   /s/ Howard Golden    
  Name:    Howard Golden   
  Title:    Managing Member   
 
     
  /s/ Kevin Wyman    
  Kevin Wyman   
     
 
     
  /s/ Howard Golden    
  Howard Golden   
     
 
EX-99.1 2 d42729exv99w1.htm TRANSACTIONS IN THE ISSUER'S SECURITIES exv99w1
 

                     
 
 
 
  Page  
11 
  of   
12 
EXHIBIT 1
                         
    Number of Shares of           Nature of
Transaction Date   Common Stock   Price per Share   Transaction
January 10, 2007
    800,000     $ 0.50     Private Transaction with Issuer
EX-99.2 3 d42729exv99w2.htm JOINT FILING AGREEMENT exv99w2
 

                     
 
 
 
  Page  
12 
  of   
12 
EXHIBIT 2
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, $0.001 per share, of MangoSoft, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 12, 2007.
         
  Southpaw Credit Opportunity Master Fund LP
 
By: Southpaw GP LLC, its general partner
 
 
  By:   /s/ Howard Golden    
  Name:    Howard Golden   
  Title:    Managing Member  
 
  Southpaw Asset Management LP


By: Southpaw Holdings LLC, its general partner
 
 
  By:   /s/ Howard Golden    
  Name:    Howard Golden   
  Title:    Managing Member   
 
  Southpaw Holdings LLC
 
 
  By:   /s/ Howard Golden    
  Name:    Howard Golden   
  Title:    Managing Member   
 
     
  /s/ Kevin Wyman    
  Kevin Wyman   
     
 
     
  /s/ Howard Golden    
  Howard Golden   
     
 

 

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