-----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, LPoImN3GZJ0lxcpmTQpVHu64OeYCIz7AB2U/2H6onb+zji1up9eR+gCLY33DRtNn mD3Qa/uwTlsNNDnNr3boyQ== 0001044321-07-000020.txt : 20070112 0001044321-07-000020.hdr.sgml : 20070112 20070112121303 ACCESSION NUMBER: 0001044321-07-000020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070112 DATE AS OF CHANGE: 20070112 GROUP MEMBERS: AUSTIN W. MARXE GROUP MEMBERS: AWM INVESTMENT COMPANY, INC. GROUP MEMBERS: DAVID M. GREENHOUSE GROUP MEMBERS: MG ADVISERS, L.L.C. GROUP MEMBERS: MGP ADVISERS LIMITED PARTNERSHIP GROUP MEMBERS: SPECIAL SITUATIONS CAYMAN FUND, L.P. GROUP MEMBERS: SPECIAL SITUATIONS FUND III QP, L.P. GROUP MEMBERS: SPECIAL SITUATIONS FUND III, L.P. GROUP MEMBERS: SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P. GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND II, L.P. GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND, L.P. GROUP MEMBERS: SST ADVISERS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vertical Communications, Inc. CENTRAL INDEX KEY: 0000877931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 860446453 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41833 FILM NUMBER: 07527767 BUSINESS ADDRESS: STREET 1: ONE MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6173540600 MAIL ADDRESS: STREET 1: ONE MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: ARTISOFT INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARXE AUSTIN W & GREENHOUSE DAVID M CENTRAL INDEX KEY: 0001044321 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SPECIAL SITUATIONS FUNDS STREET 2: 527 MADISON AVENUE, SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122076500 MAIL ADDRESS: STREET 1: C/O SPECIAL SITUATIONS FUNDS STREET 2: 527 MADISON AVENUE, SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 vertical13dt7.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7 ) Vertical Communications, Inc. _____________________________________________________________________________ (Name of Issuer) Common Stock, $ .01 Par Value _________________________________________________ (Title of Class of Securities) 04314L205 _________________________________________________ (CUSIP Number) with a copy to: Austin W. Marxe Allen B. Levithan, Esq. 527 Madison Avenue, Ste 2600 Lowenstein Sandler PC New York, New York 10022 65 Livingston Avenue Roseland, New Jersey 07068 (973) 597-2424 ________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2006 __________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ? Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 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). Cusip No. 04314L205 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Austin W. Marxe and David M. Greenhouse 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] Not Applicable (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions): 00 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable 6. Citizenship or Place of Organization: United States Number of 7. Sole Voting Power: * Shares Beneficially 8. Shared Voting Power: 18,914,868* Owned by Each Reporting 9. Sole Dispositive Power: * Person With 10. Shared Dispositive Power: 18,914,868* 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 18,914,868* 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable 13. Percent of Class Represented by Amount in Row (11): 34.8% * 14. Type of Reporting Person (See Instructions): IA, IN * This is a joint filing by Austin W. Marxe (?Marxe?) and David M. Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and investment power over 2,011,310 shares of Common Stock, 454,149 warrants to purchase Common Stock and 425 shares of Preferred Stock convertible into 801,887 shares of Common Stock owned by Special Situations Cayman Fund, L.P., 511,209 shares of Common Stock, 107,477 Warrants to purchase Common Stock and 100 shares of Preferred Stock convertible into 188,679 shares of Common Stock owned by Special Situations Fund III, L.P., 5,831,195 shares of Common Stock, 1,329,112 Warrants to purchase Common Stock and 1,250 shares of Preferred Stock convertible into 2,358,491 shares of Common Stock owned by Special Situations Fund III QP, L.P. 1,963,649 shares of Common Stock, 452,873 Warrants to purchase Common Stock and 425 shares of Preferred Stock convertible into 801,887 shares of Common Stock owned by Special Situations Private Equity Fund, L.P., 188,765 shares of Common Stock, 51,646 Warrants to purchase Common Stock and 50 shares of Preferred Stock convertible into 94,340 shares of Common Stock owned by Special Situations Technology Fund, L.P., 1,038,138 shares of common stock, 258,364 Warrants to purchase Common Stock and 250 shares of Preferred Stock convertible into 471,698 shares of Common Stock owned by Special Situation Technology Fund II, L.P.. See Items 2 and 5 of this Schedule 13D for additional information. Item 1. Security and Issuer. This schedule relates to the common stock, preferred stock and warrants of Vertical Communications, Inc. (formerly Artisoft, Inc.) (the ?Issuer?). The Issuer?s principal executive officers are located at One Memorial Drive, Cambridge, MA 02142 Item 2. Identity and Background. The persons filing this report are Austin W. Marxe (?Marxe?) and David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM Investment Company, Inc. (?AWM?), the general partner of and investment adviser to Special Situations Cayman Fund, L.P. (?Cayman?). AWM serves as the general partner of MGP Advisers Limited Partnership (?MGP?), the general partner of and investment adviser to Special Situations Fund III, L.P. (?SSF3?) and the general partner of Special Situations Fund III QP, L.P. (?SSFQP?). Marxe and Greenhouse are also members of MG Advisers, L.L.C. (?MG?), the general partner of Special Situations Private Equity Fund, L.P. (?SSPE?) and members of LS Advisers, L.L.C. (?LSA?), the general partner of Special Situations Technology Fund, L.P. (?Technology?) and Special Situations Technology Fund II, L.P. (?Tech2?). AWM also serves as the investment adviser to SSFQP, SSPE, Technology and Tech2. (SSF3, SSFQP, Cayman, SSPE, Technology and Tech2 will hereafter be referred to as, the ?Funds?). *Pursuant to that certain Exchange Tender Offer described in the Schedule TO- I of the Special Situations Fund III, L.P. (SSF3) as filed by SSF3 with the Securities and Exchange Commission on November 17, 2005, SSF3 transferred the securities included in this Schedule 13D to Special Situations Fund III QP, L.P. (SSFQP) on December 31, 2005. The principal office and business address of the Reporting Persons, 527 Madison Avenue, Suite 2600, New York NY 10022. The principal business of each Fund is to invest in equity and equity- related securities and other securities of any kind or nature. Mr. Marxe and Mr. Greenhouse have never been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor have either of them been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now 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. Mr. Marxe and Mr. Greenhouse are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration. Each Fund utilized its own available net assets to purchase the securities referred to in this Schedule. Item 4. Purpose of Transaction. The securities referred to in this Schedule have been acquired by each of the Funds for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer. Each Fund acquired the securities in the ordinary course of business and is holding the securities for the benefit of its investors. Item 5. Interest in Securities of the Issuer. Cayman owns 2,011,310 shares of Common Stock, 454,149 warrants to purchase common stock and 425 preferred shares convertible into 801,887 common shares, or 6.8% of the shares outstanding, SSF3 owns 511,209 shares of Common Stock, 107,477 Warrants to purchase common stock and 100 preferred shares convertible into 188,679 common shares, or 1.7% of the shares outstanding, SSFQP owns 5,831,195 shares of Common Stock, 1,329,112 Warrants to purchase common stock and 1,250 preferred shares convertible into 2,358,491 common shares, or 18.8% of the shares outstanding, SSPE owns 1,963,649 shares of Common Stock and 452,873 Warrants to purchase common stock and 425 preferred shares convertible into 801,887 common shares, or 6.7% of the outstanding shares. Technology owns 188,765 shares of Common Stock and 51,646 Warrants to purchase common stock and 50 preferred shares convertible into 94,340 common shares, or 0.7% of the shares outstanding and Tech2 owns 1,038,138 shares of common stock, 258,364 warrants to purchase common shares, and 250 preferred shares convertible into 471,698 common shares or 3.7% of the shares outstanding. Messrs. Marxe and Greenhouse share the power to vote and direct the disposition of all shares of Common Stock owned by each of the Funds. Messrs. Marxe and Greenhouse are deemed to beneficially own a total of 11,544,266 shares of Common Stock, 2,653,621 Warrants to purchase common shares and 2,500 preferred shares convertible into 4,716,981 commons shares, or 34.8% of the outstanding shares. The following table reflects the acquisition of preferred stock convertible at .53 and warrants to purchase common shares. There were no other transactions during the sixty days preceding the date of the event that requires the filing of this statement: A. Special Situations Cayman Fund, L.P. Date Quantity Average Price (Purchases) December 2006 ? Preferred Shares 425 $1,000 December 2006 - warrants 400,943 Date Quantity Average Price (Sales) B. Special Situations Private Equity Fund, L.P. Date Quantity Average Price (Purchases) December 2006 ? Preferred Shares 425 $1,000 December 2006 - warrants 400,943 Date Quantity Average Price (Sales) C. Special Situations Fund III, L.P. Date Quantity Average Price (Purchases) December 2006 ? Preferred Shares 100 $1,000 December 2006 - warrants 94,340 Date Quantity Average Price (Sales) D. Special Situations Technology Fund, L.P. Date Quantity Average Price (Purchases) December 2006 ? Preferred Shares 50 $1,000 December 2006 - warrants 47,170 Date Quantity Average Price (Sales) E. Special Situations Technology Fund II, L.P. Date Quantity Average Price (Purchases) December 2006 ? Preferred Shares 250 $1,000 December 2006 - warrants 235,849 Date Quantity Average Price (Sales) F. Special Situations Fund III QP, L.P. Date Quantity Average Price (Purchases) December 2006 ? Preferred Shares 1,250 $1,000 December 2006 - warrants 1,179,246 Date Quantity Average Price (Sales) Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. No contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between Messrs. Marxe and Greenhouse and any other individual or entity. Item 7. Material to be Filed as Exhibits. Joint Filing Agreement. 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. Dated: January 10, 2007 /s/_Austin W. Marxe Austin W. Marxe /s/_David M. Greenhouse David M. Greenhouse Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). JOINT FILING AGREEMENT Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule 13D to which this agreement is attached is filed on behalf of each of them. /s/_Austin W. Marxe Austin W. Marxe /s/_David M. Greenhouse David M. Greenhouse - -6- S5313/1 01/11/07 1278889.03 - -2- S5313/1 1278889.03 -----END PRIVACY-ENHANCED MESSAGE-----