-----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, V/tMYaSGiJ7mDVvcm9ExndpEsSVhk0RrlBaPGyqrnaRnoF0YA+bWXL9g4pMnFPpv YuTl2X3t2gfthhCKid84ig== 0000919574-09-002036.txt : 20090209 0000919574-09-002036.hdr.sgml : 20090209 20090209094700 ACCESSION NUMBER: 0000919574-09-002036 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090209 DATE AS OF CHANGE: 20090209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SALARY. COM, INC. CENTRAL INDEX KEY: 0001105360 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83540 FILM NUMBER: 09579110 BUSINESS ADDRESS: STREET 1: 195 WEST STREET CITY: WALTHAM STATE: MA ZIP: 02457 BUSINESS PHONE: 781-464-7300 MAIL ADDRESS: STREET 1: 195 WEST STREET CITY: WALTHAM STATE: MA ZIP: 02457 FORMER COMPANY: FORMER CONFORMED NAME: SALARY.COM, INC DATE OF NAME CHANGE: 20061113 FORMER COMPANY: FORMER CONFORMED NAME: SALARY COM INC DATE OF NAME CHANGE: 20000204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Raging Capital Management, LLC CENTRAL INDEX KEY: 0001444376 IRS NUMBER: 204306350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 254 WITHERSPOON STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 6099100954 MAIL ADDRESS: STREET 1: 254 WITHERSPOON STREET CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13G/A 1 d954629_13-ga.htm SCH 13GA d954629_13-ga.htm

 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*


Salary.com, Inc.
(Name of Issuer)


Common Stock, par value $0.0001 per share
(Title of Class of Securities)


794006106
(CUSIP Number)


December 31, 2008
(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).
 



 
 

 


CUSIP No
794006106
   
     
1.
NAME OF REPORTING PERSONS
 
     
 
Raging Capital Management, LLC
 
     
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
 
     
 
Delaware
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
1,451,646
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
1,451,646
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,451,646
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
9.28%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO, IA
 

 
 

 


CUSIP No
794006106
   
     
1.
NAME OF REPORTING PERSONS
 
     
 
William C. Martin
 
     
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
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
15,500
 
     
6.
SHARED VOTING POWER
 
     
 
1,451,646
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
15,500
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
1,451,646
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,467,146
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
9.38%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

 
 

 


CUSIP No
794006106
   
       
Item 1.
(a).
Name of Issuer:
 
       
   
Salary.com, Inc.
 

 
(b).
Address of Issuer's Principal Executive Offices:
 
       
   
195 West Street
Waltham, Massachusetts 02451
 

Item 2.
(a).
Name of Person Filing:
 
   
 
Raging Capital Management, LLC
William C. Martin
 

 
(b).
Address of Principal Business Office, or if None, Residence:
 
   
 
Raging Capital Management, LLC
254 Witherspoon Street
Princeton, New Jersey 08542
 
William C. Martin
c/o Raging Capital Management, LLC
254 Witherspoon Street
Princeton, New Jersey 08542
 
       
 
(c).
Citizenship:
 
   
 
Raging Capital Management, LLC – Delaware limited liability company
William C. Martin – United States citizen
 

 
(d).
Title of Class of Securities:
 
       
   
Common Stock, par value $0.0001 per share
 

 
(e).
CUSIP Number:
 
       
   
794006106
 

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

 
(a)
[_]
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

 
(b)
[_]
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the Exchange 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)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[_]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association 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 s.240.13d-1(b)(1)(ii)(J).

 
Item 4.
Ownership.

 
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:
     
   
Raging Capital Management, LLC: 1,451,646
William C. Martin: 1,467,146

 
(b)
Percent of class:
     
   
Raging Capital Management, LLC: 9.28 %
William C. Martin: 9.38%

 
(c)
Number of shares as to which Raging Capital Management, LLC has:

   
(i)
Sole power to vote or to direct the vote
0   
,
         
   
(ii)
Shared power to vote or to direct the vote
1,451,646   
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0   
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,451,646   
.
         
 
Number of shares as to which William C. Martin has:
   

   
(i)
Sole power to vote or to direct the vote
15,500   
,
         
   
(ii)
Shared power to vote or to direct the vote
1,451,646   
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
15,500   
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,451,646   
.

 
 

 


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 [_].
   
   

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)(1)(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 §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 §240.13d-1(c) or §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.

   
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.


 
 

 


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.
 

 
February 9, 2008
 
Date
   
 
RAGING CAPITAL MANAGEMENT, LLC*
   
 
By:  /s/ William C. Martin
 
Name:   William C. Martin
 
Title:  Managing Member
   
 
WILLIAM C. MARTIN*
 
 
/s/ William C. Martin
   


*These Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of their pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 

 
 

 

 
Exhibit A
 
AGREEMENT
 
The undersigned agree that this Schedule 13G dated February 9, 2008 relating to the Common Stock, par value $0.0001 per share, of Salary.com, Inc. shall be filed on behalf of the undersigned.
 
 
RAGING CAPITAL MANAGEMENT, LLC
   
 
By:  /s/ William C. Martin
 
Name:   William C. Martin
 
Title:  Managing Member
   
 
WILLIAM C. MARTIN
 
 
/s/ William C. Martin
   



 



SK 25477 0001 954629

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