SC 13D/A 1 kl00672_sc13da.txt SCHEDULE 13D AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 5) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Register.com, Inc. ------------------ (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 75914G101 --------- (CUSIP Number) Mr. James A. Mitarotonda c/o Barington Companies Equity Partners, L.P. 888 Seventh Avenue, 17th Floor New York, N.Y. 10019 (212) 974-5700 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 2005 ------------- (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 Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: |_|. This Amendment No. 5 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 22, 2004, as amended by Amendment No. 1 filed on May 25, 2004, Amendment No. 2 filed on February 9, 2005, Amendment No. 3 filed on June 8, 2005 and Amendment No. 4 filed on June 10, 2005 (together, the "Statement"), by and on behalf of Barington Companies Equity Partners, L.P. ("Barington") and others with respect to the common stock, par value $0.0001 per share (the "Common Stock"), of Register.com, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 575 Eighth Avenue, 8th Floor, New York, New York 10018. Item 4. Purpose of Transaction. ----------------------- The information contained in Item 4 of the Statement is hereby amended and supplemented as follows: On June 30, 2005, Barington delivered to the Secretary of the Company a letter (the "Nomination Letter") notifying the Company of Barington's intention to nominate nine (9) persons for election to the Board of Directors of the Company at the 2005 Annual Meeting of Stockholders of the Company. A copy of the Nomination Letter is attached as Exhibit 99.9 hereto and incorporated herein by reference. Barington determined to deliver the Nomination Letter at this time because of a provision in the Company's Bylaws that would purport to preclude shareholder nominations for election to the Board of Directors of the Company at the September 8, 2005 Annual Meeting unless notice were given within 10 days after the June 20, 2005 public announcement of the date of such meeting. On June 27, 2005, RCM Acquisition Co., LLC ("RCM Acquisition"), an affiliate of Barington, and the Company entered into a confidentiality agreement which pertains to, among other things, the furnishing of confidential information of the Company to RCM Acquisition and its representatives. Item 7. Material to be Filed as Exhibits. --------------------------------- Item 7 of the Statement is hereby amended and supplemented as follows: Exhibit No. Exhibit Description 99.9 Letter, dated June 30, 2005, from Barington to the Secretary of the Company. SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: June 30, 2005 BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its general partner By: /s/ James A. Mitarotonda ----------------------------- Name: James A. Mitarotonda Title: Managing Member BARINGTON COMPANIES INVESTORS, LLC By: /s/ James A. Mitarotonda ----------------------------- Name: James A. Mitarotonda Title: Managing Member /s/ James A. Mitarotonda --------------------------------- James A. Mitarotonda BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) By: /s/ James A. Mitarotonda ----------------------------- Name: James A. Mitarotonda Title: President BARINGTON COMPANIES ADVISORS, LLC By: /s/ James A. Mitarotonda ----------------------------- Name: James A. Mitarotonda Title: Authorized Signatory BARINGTON CAPITAL GROUP, L.P. By: LNA Capital Corp., its general partner By: /s/ James A. Mitarotonda ----------------------------- Name: James A. Mitarotonda Title: President and CEO LNA CAPITAL CORP. By: /s/ James A. Mitarotonda ----------------------------- Name: James A. Mitarotonda Title: President and CEO PARCHE, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon ----------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory STARBOARD VALUE & OPPORTUNITY FUND, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon ----------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory ADMIRAL ADVISORS, LLC By: Ramius Capital Group, LLC, its sole member By: /s/ Jeffrey M. Solomon ----------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory RAMIUS CAPITAL GROUP, LLC By: C4S & Co., LLC, its Managing Member By: /s/ Jeffrey M. Solomon ----------------------------- Name: Jeffrey M. Solomon Title: Managing Member C4S & CO., LLC By: /s/ Jeffrey M. Solomon ----------------------------- Name: Jeffrey M. Solomon Title: Managing Member /s/ Jeffrey M. Solomon --------------------------------- Jeffrey M. Solomon, individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark, and Thomas W. Strauss MILLENCO, L.P. By: Millennium Management, L.L.C., its general partner By: /s/ Terry Feeney ----------------------------- Name: Terry Feeney Title: Chief Operating Officer MILLENNIUM MANAGEMENT, L.L.C. By: /s/ Terry Feeney ----------------------------- Name: Terry Feeney Title: Chief Operating Officer /s/ Israel A. Englander by Simon M. Lorne pursuant to Power of Attorney previously filed with the SEC ------------------------------------- Israel A. Englander