-----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, No0JEN+h538Cx70za543IceeE69qX+/hXb7bb6teEWZL3eFhe0PYaf9xPrEy5InF 6bhaeJl5B0Si3cB3Tl/ZUQ== 0001104659-07-010733.txt : 20070214 0001104659-07-010733.hdr.sgml : 20070214 20070214100553 ACCESSION NUMBER: 0001104659-07-010733 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: ERNEST K. JACQUET GROUP MEMBERS: J&R INVESTMENT MANAGEMENT COMPANY, LLC GROUP MEMBERS: JOHN C. RUTHERFORD GROUP MEMBERS: PARTHENON CAPITAL, LLC GROUP MEMBERS: PARTHENON INVESTMENT ADVISORS, LLC GROUP MEMBERS: PARTHENON INVESTMENT PARTNERS, LLC GROUP MEMBERS: PCIP INVESTORS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KENEXA CORP CENTRAL INDEX KEY: 0001114714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 233024258 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81548 FILM NUMBER: 07614239 BUSINESS ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: 2ND FLOOR CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109719171 MAIL ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: 2ND FLOOR CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: TALENTPOINT INC DATE OF NAME CHANGE: 20000515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PARTHENON INVESTORS L P CENTRAL INDEX KEY: 0001076897 IRS NUMBER: 043426088 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174787000 MAIL ADDRESS: STREET 1: 200 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13G/A 1 a07-3104_1sc13ga.htm SC 13G/A

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

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

Kenexa Corporation

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

488879 10 7

(CUSIP Number)

DECEMBER 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

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. 488879 10 7

 

 

Page 2 of 11

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Parthenon Investors, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

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
976,288

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
976,288

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
976,288

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.7%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2




 

CUSIP No. 488879 10 7

 

 

Page 3 of 11

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Parthenon Investment Advisors, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

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
976,288

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
976,288

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
976,288

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.7%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3




 

CUSIP No. 488879 10 7

 

 

Page 4 of 11

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Parthenon Investment Partners, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

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
976,288

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
976,288

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
976,288

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.7%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4




 

CUSIP No. 488879 10 7

 

 

Page 5 of 11

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
PCIP Investors

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

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
23,712

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
23,712

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
23,712

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5




 

CUSIP No. 488879 10 7

 

 

Page 6 of 11

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Parthenon Capital, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

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
23,712

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
23,712

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
23,712

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

6




 

CUSIP No. 488879 10 7

 

 

Page 7 of 11

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
J&R Investment Management Company, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

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
23,712

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
23,712

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
23,712

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

7




 

CUSIP No. 488879 10 7

 

 

Page 8 of 11

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John C. Rutherford

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
New Zealand

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
1,000,000

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
1,000,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

8




 

CUSIP No. 488879 10 7

 

 

Page 9 of 11

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Ernest K. Jacquet

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

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
-0-

 

6.

Shared Voting Power
1,000,000

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
1,000,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

9




Page 10 of 11

Item 1.

 

(a)

Name of Issuer
Kenexa Corporation (the
“Company”).

 

(b)

Address of Issuer’s Principal Executive Offices
650 East Swedsford Road
2
nd Floor
Wayne, PA 19087

 

 

 

Item 2.

 

 

 

(a)

Name of Persons Filing

 

(i)

Parthenon Investors, L.P., a Delaware limited partnership (“Parthenon”);

 

(ii)

Parthenon Investment Advisors, LLC, a Delaware limited liability company (“Parthenon Advisors,” the general partner of Parthenon);

 

(iii)

Parthenon Investment Partners, LLC, a Delaware limited liability company (“Parthenon Partners,” the managing member of Parthenon Advisors);

 

(iv)

PCIP Investors, a Delaware general partnership (“PCIP”);

 

(v)

Parthenon Capital, LLC, a Delaware limited liability company (“Parthenon Capital,” the managing partner of PCIP);

 

(vi)

J&R Investment Management Company, LLC, a Delaware limited liability company (“J&R LLC,” the managing member of Parthenon Capital);

 

(vii)

John C. Rutherford (“Mr. Rutherford,” a managing member of Parthenon Partners and J&R LLC); and

 

(viii)

Ernest K. Jacquet (“Mr. Jacquet,” a managing member of Parthenon Partners and J&R LLC)
(i) through (viii) collectively, the “Reporting Persons”).

 

(b)

Address of Principal Business Office or, if none, Residence

 

 

 

 

 

The address of the principal business offices of each of the Reporting Persons is c/o Parthenon Capital, Inc., 265 Franklin Street, 18th Floor Boston, Massachusetts 02110.

 

(c)

Citizenship

 

 

 

 

 

The place of organization of each of the Reporting Persons (other than Mr. Rutherford and Mr. Jacquet) is Delaware. Mr. Jacquet is a citizen of the United States and Mr. Rutherford is a citizen of New Zealand.

 

(d)

Title of Class of Securities

 

 

 

 

 

Common Stock, par value $0.01 per share (the “Common Stock”)

 

(e)

CUSIP Number

 

 

 

 

 

48879 10 7

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

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

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

10




Page 11 of 11

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:

As of December 31, 2006, the reporting persons beneficially owned one million shares of Common Stock.

 

 

 

 

(b)

Percent of class:

As of December 31, 2006, the reporting persons beneficially owned approximately 4.8% of the outstanding shares of Common Stock of the issuer, based upon 20,897,777 shares of Common Stock outstanding on December 31, 2006, according to a Rule 424(b)(5) filing by the issuer on January 19, 2007.

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:

see response to Item 5 on the attached cover pages

 

 

(ii)

Shared power to vote or to direct the vote:

see response to Item 5 on the attached cover pages

 

 

(iii)

Sole power to dispose or to direct the disposition of:

see response to Item 5 on the attached cover pages

 

 

(iv)

Shared power to dispose or to direct the disposition of:

see response to Item 5 on the attached cover pages

Each of the Reporting Persons disclaims beneficial ownership of the Common Stock beneficially owned by the other Reporting Persons, other than the shares of Common Stock reported in this Schedule 13G as being beneficially owned by such Reporting Person.

 

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   þ.

 

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

See Exhibit 1.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

Item 10.

Certification

 

Not applicable.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

11




SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated as of February 14, 2007

 

 

PARTHENON INVESTORS, L.P.

 

 

 

By:

PARTHENON INVESTMENT ADVISORS, LLC,

 

 

its General Partner

 

 

 

By:

PARTHENON INVESTMENT PARTNERS, LLC,

 

 

its Managing Member

 

 

 

 

By:

/s/ John C. Rutherford

 

 

 

 

Name:

John C. Rutherford

 

 

 

Title:

Managing Member

 

 

 

 

 

PARTHENON INVESTMENT ADVISORS, LLC

 

 

 

By:

PARTHENON INVESTMENT PARTNERS, LLC,

 

 

its Managing Member

 

 

 

 

By:

/s/ John C. Rutherford

 

 

 

 

Name:

John C. Rutherford

 

 

 

Title:

Managing Member

 

 

 

 

 

PARTHENON INVESTMENT PARTNERS, LLC

 

 

 

 

 

 

By:

/s/ John C. Rutherford

 

 

 

 

Name:

John C. Rutherford

 

 

 

Title:

Managing Member

 

12




 

 

PCIP INVESTORS

 

 

 

By:

PARTHENON CAPITAL, LLC,

 

 

its Managing Partner

 

 

 

By:

J&R INVESTMENT MANAGEMENT COMPANY, LLC,

 

 

its Managing Member

 

 

 

 

 

 

By:

/s/ John C. Rutherford

 

 

 

 

Name:

John C. Rutherford

 

 

 

Title:

Director, President

 

 

 

 

and Secretary

 

13




 

 

PARTHENON CAPITAL, LLC

 

 

 

By:

J&R INVESTMENT MANAGEMENT COMPANY, LLC

 

 

its Managing Member

 

 

 

 

 

By:

/s/ John C. Rutherford

 

 

 

 

Name:

John C. Rutherford

 

 

 

Title:

Managing Member

 

 

 

 

 

J&R INVESTMENT MANAGEMENT COMPANY, LLC

 

 

 

 

By:

/s/ John C. Rutherford

 

 

 

 

Name:

John C. Rutherford

 

 

 

Title:

Managing Member

 

 

 

 

 

/s/ John Rutherford

 

 

John C. Rutherford

 

 

 

/s/ Ernest K. Jacquet

 

 

Ernest K. Jacquet

 

14




EXHIBIT INDEX

Exhibit 1.                                                Identity of members of group filing this schedule.

15



EX-1 2 a07-3104_1ex1.htm EX-1

EXHIBIT 1

IDENTITY OF MEMBERS OF THE GROUP FILING THIS SCHEDULE

Parthenon Investors, L.P.

Parthenon Investment Advisors, LLC

Parthenon Investment Partners, LLC

PCIP Investors

Parthenon Capital, LLC

J&R Investment Management Company, LLC

John C. Rutherford

Ernest K. Jacquet

 



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