-----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, ET7wybT7CO33PkPsVQfIQfS5duY+E8rgUJDFEN+Z4szlPg92jzBRgVSugylLTlGu X98QFRPqueFZgyk0C65ElQ== 0000921530-02-000024.txt : 20020414 0000921530-02-000024.hdr.sgml : 20020414 ACCESSION NUMBER: 0000921530-02-000024 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020130 GROUP MEMBERS: JOSEPH U. BARTON GROUP MEMBERS: THOMAS U. BARTON GROUP MEMBERS: WHITE ROCK CAPITAL PARTNERS, L.P. GROUP MEMBERS: WHITE ROCK CAPITAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOFTNET SYSTEMS INC CENTRAL INDEX KEY: 0000097196 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 111817252 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31658 FILM NUMBER: 02521931 BUSINESS ADDRESS: STREET 1: 650 TOWNSEND STREET STREET 2: SUITE 225 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 6509653700 MAIL ADDRESS: STREET 1: 650 TOWNSEND ST STREET 2: STE 225 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: MAGICSILK INC DATE OF NAME CHANGE: 19880308 FORMER COMPANY: FORMER CONFORMED NAME: TENSOR CORP DATE OF NAME CHANGE: 19860819 FORMER COMPANY: FORMER CONFORMED NAME: VADER GROUP INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITE ROCK CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001051272 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3131 TURLTE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2149793000 MAIL ADDRESS: STREET 1: 3131 TURTLE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 SC 13G/A 1 softnet_13ga1-123101.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SOFTNET SYSTEMS, INC. --------------------- (Name of Issuer) Common Stock, $0.01 Par Value ----------------------------- (Title of Class of Securities) 833964109 --------- (CUSIP Number) December 31, 2001 ----------------- (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). Continued on the following page(s) Page 1 of 12 Pages SCHEDULE 13G CUSIP No. 833964109 Page 2 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) WHITE ROCK CAPITAL PARTNERS, L.P. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization Texas 5 Sole Voting Power Number of 1,509,300 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,509,300 With 8 Shared Dispositive Power 0 9 Aggregate Amount of Beneficially Owned by Each Reporting Person 1,509,300 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 6.00% 12 Type of Reporting Person (See Instructions) PN; IV SCHEDULE 13G CUSIP No. 833964109 Page 3 of 12 Pages 1 Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) WHITE ROCK CAPITAL MANAGEMENT, L.P. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization Texas 5 Sole Voting Power Number of 1,713,800 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,713,800 With 8 Shared Dispositive Power 0 9 Aggregate Amount of Beneficially Owned by Each Reporting Person 1,713,800 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 6.81% 12 Type of Reporting Person (See Instructions) PN; IA SCHEDULE 13G CUSIP No. 833964109 Page 4 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) WHITE ROCK CAPITAL, INC. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization Texas 5 Sole Voting Power Number of 1,713,800 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1713,800 With 8 Shared Dispositive Power 0 9 Aggregate Amount of Beneficially Owned by Each Reporting Person 1,713,800 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 6.81% 12 Type of Reporting Person (See Instructions) CO; IA SCHEDULE 13G CUSIP No. 833964109 Page 5 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) THOMAS U. BARTON 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization United States 5 Sole Voting Power Number of 25,000 Shares Beneficially 6 Shared Voting Power Owned By 1,713,800 Each Reporting 7 Sole Dispositive Power Person 25,000 With 8 Shared Dispositive Power 1,713,800 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,738,800 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 6.91% 12 Type of Reporting Person (See Instructions) IN; IA SCHEDULE 13G CUSIP No. 833964109 Page 6 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) JOSEPH U. BARTON 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization United States 5 Sole Voting Power Number of 25,000 Shares Beneficially 6 Shared Voting Power Owned By 1,713,800 Each Reporting 7 Sole Dispositive Power Person 25,000 With 8 Shared Dispositive Power 1,713,800 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,738,800 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 6.91% 12 Type of Reporting Person (See Instructions) IN; IA Page 7 of 12 Pages Item 1(a) Name of Issuer: SoftNet Systems, Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 650 Townsend Street, Suite 225, San Francisco, California 94103. Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) White Rock Capital Partners, L.P., a Texas limited partnership ("White Rock Partners"); (ii) White Rock Capital Management, L.P., a Texas limited partnership ("White Rock Management"); (iii) White Rock Capital, Inc., a Texas corporation ("White Rock, Inc."); (iv) Thomas U. Barton; and (v) Joseph U. Barton. This Statement relates to Shares that were acquired by White Rock Management on behalf of certain institutional clients (the "White Rock Clients"). This Statement also relates to Shares held for the accounts of White Rock Partners, Thomas U. Barton and Joseph U. Barton. The general partner of White Rock Partners is White Rock Management, the general partner of which is White Rock, Inc. Thomas U. Barton and Joseph U. Barton are the shareholders of White Rock, Inc. Item 2(b) Address of Principal Business Office or, if None, Residence: The address and principal business office of each of White Rock Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219. Item 2(c) Citizenship: (i) White Rock Partners is a Texas limited partnership; (ii) White Rock Management is a Texas limited partnership; (iii) White Rock, Inc. is a Texas corporation; (iv) Thomas U. Barton is a United States citizen and (v) Joseph U. Barton is a United States citizen. Page 8 of 12 Pages Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value (the "Shares"). Item 2(e) CUSIP Number: 833964109 Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2001, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) White Rock Partners may be deemed to be the beneficial owner of the 1,509,300 Shares held for its account. (ii) Each of White Rock Management and White Rock, Inc. may be deemed the beneficial owner of 1,713,800 Shares. This number consists of (1) 204,500 Shares held for the accounts of the White Rock Clients and (2) 1,509,300 Shares held for the account of White Rock Partners. (iii) Thomas U. Barton may be deemed the beneficial owner of 1,738,800 Shares. This number consists of (1) 204,500 Shares held for the accounts of the White Rock Clients, (2) 1,509,300 Shares held for the account of White Rock Partners and (3) 25,000 Shares held for his personal account. (iv) Joseph U. Barton may be deemed the beneficial owner of 1,738,800 Shares. This number consists of (1) 204,500 Shares held for the accounts of the White Rock Clients, (2) 1,509,300 Shares held for the account of White Rock Partners and (3) 25,000 Shares held for his personal account. Item 4(b) Percent of Class: (i) The number of Shares of which White Rock Partners may be deemed to be the beneficial owner constitutes approximately 6.00% of the total number of Shares outstanding. Page 9 of 12 Pages (ii) The number of Shares of which each of White Rock Management and White Rock, Inc. may be deemed to be the beneficial owner constitutes approximately 6.81% of the total number of Shares outstanding. (iii) The number of Shares of which each of Thomas U. Barton and Joseph U. Barton may be deemed to be the beneficial owner constitutes approximately 6.91% of the total number of Shares outstanding. Item 4(c) Number of shares as to which the person has: White Rock Partners - ------------------- (i) Sole power to vote or to direct the vote: 1,509,300 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,509,300 (iv) Shared power to dispose or to direct the disposition of: 0 White Rock Management - --------------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,713,800 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,713,800 White Rock, Inc. - ---------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,713,800 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,713,800 Thomas U. Barton - ---------------- (i) Sole power to vote or to direct the vote: 25,000 (ii) Shared power to vote or to direct the vote: 1,713,800 (iii) Sole power to dispose or to direct the disposition of: 25,000 (iv) Shared power to dispose or to direct the disposition of: 1,713,800 Page 10 of 12 Pages Joseph U. Barton - ---------------- (i) Sole power to vote or to direct the vote: 25,000 (ii) Shared power to vote or to direct the vote: 1,713,800 (iii) Sole power to dispose or to direct the disposition of: 25,000 (iv) Shared power to dispose or to direct the disposition of: 1,713,800 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The partners of White Rock Partners have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by White Rock Partners in accordance with their partnership interests in White Rock Partners. (ii) The shareholders or partners of each of the White Rock Clients have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by the respective White Rock Client in accordance with their partnership or ownership interests in the respective White Rock Client. (iii) Thomas U. Barton has the sole right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for his account. (iv) Joseph U. Barton has the sole right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for his account. White Rock Partners expressly disclaims beneficial ownership of any Shares held for the accounts of the White Rock Clients, Thomas U. Barton and Joseph U. Barton. The White Rock Clients expressly disclaim beneficial ownership of any Shares held for the accounts of the White Rock Partners, Thomas U. Barton and Joseph U. Barton. Each of White Rock Management and White Rock, Inc. expressly disclaims beneficial ownership of any Shares held for the accounts of Thomas U. Barton and Joseph U. Barton. Thomas U. Barton expressly disclaims beneficial ownership of any Shares held for the account of Joseph U. Barton. Joseph U. Barton expressly disclaims beneficial ownership of any Shares held for the account of Thomas U. Barton. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Page 11 of 12 Pages Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its 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 12 of 12 Pages SIGNATURES 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. Date: January 30, 2002 WHITE ROCK CAPITAL PARTNERS, L.P. By: White Rock Capital Management, L.P. Its General Partner By: White Rock Capital, Inc. Its General Partner By: /s/ Paula Storey ---------------------- Paula Storey Attorney-in-Fact Date: January 30, 2002 WHITE ROCK CAPITAL MANAGEMENT, L.P. By: White Rock Capital, Inc. Its General Partner By: /s/ Paula Storey ------------------------------ Paula Storey Attorney-in-Fact Date: January 30, 2002 WHITE ROCK CAPITAL, INC. By: /s/ Paula Storey ------------------------------------- Paula Storey Attorney-in-Fact Date: January 30, 2002 THOMAS U. BARTON By: /s/ Paula Storey ------------------------------------- Paula Storey Attorney-in-Fact Date: January 30, 2002 JOSEPH U. BARTON By: /s/ Paula Storey ------------------------------------- Paula Storey Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----