0001116679-05-000319.txt : 20120703 0001116679-05-000319.hdr.sgml : 20120703 20050201134141 ACCESSION NUMBER: 0001116679-05-000319 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050201 DATE AS OF CHANGE: 20050201 GROUP MEMBERS: CONSTABLE ADVISORS, LLC GROUP MEMBERS: CONSTABLE CAPITAL, LLC GROUP MEMBERS: DONALD CONSTABLE FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONSTABLE ADVISORS LLC CENTRAL INDEX KEY: 0001271156 IRS NUMBER: 411987116 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 18300 MINNETONKE BLVD STREET 2: SUITE 110 CITY: DEEPHAVEN STATE: MN ZIP: 55391 BUSINESS PHONE: 9524760424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARTISOFT 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41833 FILM NUMBER: 05565050 BUSINESS ADDRESS: STREET 1: 5 CAMBRIDGE CENTER STREET 2: 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6173540600 MAIL ADDRESS: STREET 1: 5 CAMBRIDGE CENTER STREET 2: 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 SC 13G/A 1 artisoft13ga-020105.txt -------------------------------------- OMB APPROVAL ------------ OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response 14.90 -------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Artisoft, Inc. -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK -------------------------------------------------------------------------------- (Title of Class Securities) 04314L205 ------------------------------------ (CUSIP Number) December 31, 2004 --------------------------------------------------------------------- (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 disclosure 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). Page 2 of 10 Pages .......................... CUSIP No. 04314L205 .......................... -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Constable Advisors, LLC -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (A) |_| (B) |_| -------------------------------------------------------------------------------- SEC USE ONLY 3 -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 Minnesota -------------------------------------------------------------------------------- SOLE VOTING POWER 5 364,558 ------------------------------------------------------------------ NUMBER OF SHARED VOTING POWER SHARES 6 BENEFICIALLY 411,097 OWNED BY ------------------------------------------------------------------ EACH SOLE DISPOSITIVE POWER REPORTING 7 PERSON WITH: 364,558 ------------------------------------------------------------------ SHARED DISPOSITIVE POWER 8 411,097 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 775,655 -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE 10 INSTRUCTIONS) -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 2.1% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IA, OO -------------------------------------------------------------------------------- Page 3 of 10 Pages .......................... CUSIP No. 04314L205 .......................... -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Donald Constable -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (A) |_| (B) |_| -------------------------------------------------------------------------------- SEC USE ONLY 3 -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States -------------------------------------------------------------------------------- SOLE VOTING POWER 5 364,558 ------------------------------------------------------------------ NUMBER OF SHARED VOTING POWER SHARES 6 BENEFICIALLY 411,097 OWNED BY ------------------------------------------------------------------ EACH SOLE DISPOSITIVE POWER REPORTING 7 PERSON WITH: 364,558 ------------------------------------------------------------------ SHARED DISPOSITIVE POWER 8 411,097 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 775,655 -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE 10 INSTRUCTIONS) -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 2.1% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 CO, IN -------------------------------------------------------------------------------- Page 4 of 10 Pages .......................... CUSIP No. 04314L205 .......................... -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Constable Capital, LLC -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (A) |_| (B) |_| -------------------------------------------------------------------------------- SEC USE ONLY 3 -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 Minnesota -------------------------------------------------------------------------------- SOLE VOTING POWER 5 0 ------------------------------------------------------------------ NUMBER OF SHARED VOTING POWER SHARES 6 BENEFICIALLY 411,097 OWNED BY ------------------------------------------------------------------ EACH SOLE DISPOSITIVE POWER REPORTING 7 PERSON WITH: 0 ------------------------------------------------------------------ SHARED DISPOSITIVE POWER 8 411,097 -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 411,097 -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE 10 INSTRUCTIONS) -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 1.1% -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 OO -------------------------------------------------------------------------------- Page 5 of 10 pages Item 1. (a) Name of Issuer Artisoft, Inc. (b) Address of Issuer's Principal Executive Office 5 Cambridge Center Cambridge, MA 02142 Item 2. (a) Name of Person Filing This statement is being filed by (i) Constable Advisors, LLC, a Minnesota limited liability company and managing member of certain private investment funds ("Manager"), (ii) Donald Constable, managing member of the Manager ("Constable"), and (iii) Constable Capital, LLC, a Minnesota limited liability company and private investment fund for which Manager serves as managing member ("Fund") (collectively, the "Reporting Persons"). Manager controls Fund by virtue of its position as the sole managing member. Constable controls Manager by virtue of his position as the sole managing member of Manager. Fund's beneficial ownership of the Common Stock is direct. Manager's beneficial ownership of the Common Stock is direct as a result of Manager's discretionary authority to buy, sell, and vote shares of such Common Stock for its private investment funds. Constable's beneficial ownership of Common Stock is indirect as a result of his control of Manager. The beneficial ownership of the Constable is reported solely because Rules 13d-1(a) and (b) under the Securities Exchange Act of 1934, as amended, require any person who is "directly or indirectly" the beneficial owner of more than five percent of any equity security of a specified class to file a Schedule 13G within the specified time period. The answers in blocks 5, 7, 9 and 11 above and in responses to item 4 by Constable are given on the basis of the "indirect" beneficial ownership referred to in such Rule, based on the direct beneficial ownership of Common Stock by Manager and the relationship of Constable to Manager referred to above. Information with respect to each Reporting Person is given solely by the respective Reporting Person, and no Reporting Person undertakes hereby any responsibility for the accuracy or completeness of such information concerning any other Reporting Person. (b) Address of Principal Business Office or, if none, Residence Manager's , Constable's and Fund's Principal Business Offices are located at: 18300 Minnetonka Boulevard, Suite 110 Deephaven, MN 55391 (c) Citizenship Manager is a Minnesota limited liability company. Fund is a Minnesota limited liability company Constable is a United States citizen. Page 6 of 10 pages (d) Title of Class of Securities Common (e) CUSIP Number 04314L205 Item 3 If this statement is filed pursuant to Sections 240.13d(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 Act (15 U.S.C. 78o). (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) I |_| Insurance Company as defined in section 3(a)(19) of the 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 Section 240.13D-1(b)(1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) |_| A savings associations 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 3I(114) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership Common Stock: (a) Amount Beneficially Owned: 775,655 ------- (b) Percent of Class: 2.1% ---- I Number of shares as to which the joint filers have: (i) sole power to vote or to direct the vote: 364,558 ------ (ii) shared power to vote of to direct the vote: 411,097 -------- (iii) sole power to dispose or to direct the disposition of: 364,558 ------ (iv) shared power to dispose of or to direct the disposition of: 411,097 -------- 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, Page 7 of 10 pages check the following |X|. 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 Constable is the equivalent of parent holding companies for purposes of the Schedule 13G. See Exhibit B. Item 8 Identification and Classification of Members of the Group Not applicable. Item 9 Notice of Dissolution of Group Not applicable. Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-l (c): 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. Page 8 of 10 pages 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. Date: January 31, 2005 CONSTABLE ADVISORS, LLC By: /s/ Donald Constable -------------------- Donald Constable Managing Member CONSTABLE CAPITAL, LLC By Constable Advisors, LLC Its Managing Member By: /s/ Donald Constable -------------------- Donald Constable Managing Member DONALD CONSTABLE /s/ Donald Constable -------------------- Page 9 of 10 pages EXHIBIT A --------- Identification and Classification of Members of the Group --------------------------------------------------------- Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, the members of the group making this joint filing are identified and classified as follows: Name Classification ---- -------------- Not applicable. Not applicable. Page 10 of 10 EXHIBIT B --------- Joint Filing Agreement Pursuant to Rule 13d-1 --------------------------------------------- This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. Date: January 31, 2005 CONSTABLE ADVISORS, LLC By: /s/ Donald Constable -------------------- Donald Constable Managing Member CONSTABLE CAPITAL, LLC By Constable Advisors, LLC Its Managing Member By: /s/ Donald Constable -------------------- Donald Constable Managing Member DONALD CONSTABLE /s/ Donald Constable --------------------