SC 13D/A 1 pa213391.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No.1) (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) Autobytel, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 05275N106 -------------------------------------------------------------------------------- (CUSIP Number) Greg Wood Executive Vice President & Chief Financial Officer Liberate Technologies 310 University Ave., Suite 201 Palo Alto, California 94301 (650) 330-8960 With a copy to: Kenton J. King, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1100 Palo Alto, California 94301 (650) 470-4500 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 14, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. * 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 purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). -------------------------------------------------------------------------------- CUSIP No. 05275N106 13D Page 2 of 5 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Liberate Technologies -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 3,802,519 OWNED BY ------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 3,802,519 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,802,519 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.96%(1) -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- (1) Based on 42,449,764 shares of Common Stock (as defined in Item 1 below) stated to be outstanding as of August 1, 2006 by the Issuer (as defined in Item 1 below) in the Issuer's Form 10-Q relating to the Issuer's fiscal quarter ending June 30, 2006 filed with the Securities and Exchange Commission. This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed by Liberate Technologies ("Liberate") pursuant to Rule 13d-2(a) of the Rules and Regulations promulgated under the Securities and Exchange Act of 1934, as amended, to amend and supplement the statement on Schedule 13D filed on July 10, 2006 (the "Schedule 13D"), with respect to the common stock, par value $0.001 per share (the "Common Stock"), of Autobytel, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used in this Amendment and not otherwise defined herein have the meanings set forth in the Statement. The information set forth in response to each separate Item shall be deemed to be a response to all Items where such information is relevant. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended to add the following: The aggregate purchase price of the 83,331 shares of Common Stock purchased by Liberate between July 10, 2006 and August 3, 2006 (inclusive) was $260,654. The source of funding for the purchase was Liberate's general working capital. Item 4. Purpose of Transaction. Item 4 is hereby amended to add the following: A representative of Liberate has had discussions with James E. Reisenbach, the President and Chief Executive Officer of the Issuer, and has proposed that the Issuer appoint Greg Wood, Director and Executive Vice President and Chief Financial Officer of Liberate, and Phil Vachon, Director and President of Liberate, to the board of directors of the Issuer. Liberate may communicate with other shareholders of the Issuer and with directors, officers and affiliates of the Issuer concerning the business, management and strategic direction of the Issuer and the possibility of including representatives of Liberate on the Issuer's board of directors. Item 5. Interest in Securities of the Issuer. Items 5(a) - (b) are hereby amended and restated in their entirety as follows: (a) Liberate beneficially owns (as that term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) 3,802,519 shares of Common Stock, representing 8.96% of the outstanding shares of Common Stock (based on 42,449,764 shares of Common Stock stated to be outstanding as of August 1, 2006 by the Issuer in the Issuer's Form 10-Q relating to the Issuer's fiscal quarter ending June 30, 2006 filed with the Securities and Exchange Commission). (b) For the purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, Liberate has sole power to vote or to direct the voting of, and sole power to dispose or to direct the disposition of, 3,802,519 shares of Common Stock. Except as set forth in the Schedule 13D as amended by this Amendment, to the knowledge of Liberate, no person named in Item 2 beneficially owns any shares of Common Stock. Item 5(c) is hereby amended by adding the information contained in Schedule A hereto to Schedule II to Schedule 13D. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct. Dated: August 15, 2006 LIBERATE TECHNOLOGIES By: /s/ Greg Wood --------------------------------------------- Name: Greg Wood Title: Executive Vice President & Chief Financial Officer SCHEDULE A Number of Shares of Common Trade Date Stock Purchased Price per Share ------------- -------------------------- --------------------- 7/10/2006 30,600 3.10 7/10/2006 100 3.07 7/25//2006 300 3.15 7/26/2006 1,831 3.15 7/27/2006 6,500 3.15 8/1/2006 4,500 3.15 8/2/2006 7,160 3.13 8/2/2006 340 3.11 8/2/2006 360 3.14 8/2/2006 24,640 3.15 8/3/2006 7,000 3.13