-----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, U3HiPTj/IDkPhX1t7Kst5UbPaVJQvg8PUqPXQQL1liFTP4G3um3F5+Aw4tFNDJPi EXg8zD3AtjonP+BqGVOlHA== 0000911420-04-000413.txt : 20041007 0000911420-04-000413.hdr.sgml : 20041007 20041007175414 ACCESSION NUMBER: 0000911420-04-000413 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040628 FILED AS OF DATE: 20041007 DATE AS OF CHANGE: 20041007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHANNON RIVER PARTNERS LP CENTRAL INDEX KEY: 0001214044 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26917 FILM NUMBER: 041070976 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE SUITE 1505 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2127559100 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP I CENTRAL INDEX KEY: 0001251565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26917 FILM NUMBER: 041070980 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2129600814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD CAPITAL INC CENTRAL INDEX KEY: 0001251567 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26917 FILM NUMBER: 041070977 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2129600814 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UCN INC CENTRAL INDEX KEY: 0001087934 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 870528557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14870 PONY EXPRESS ROAD STREET 2: NONE CITY: BLUFFDALE STATE: UT ZIP: 84065 BUSINESS PHONE: 8013203300 MAIL ADDRESS: STREET 1: 14870 PONY EXPRESS ROAD STREET 2: NONE CITY: BLUFFDALE STATE: UT ZIP: 84065 FORMER COMPANY: FORMER CONFORMED NAME: BUYERS UNITED INC DATE OF NAME CHANGE: 20011126 FORMER COMPANY: FORMER CONFORMED NAME: BUYERSONLINECOM INC DATE OF NAME CHANGE: 20000823 FORMER COMPANY: FORMER CONFORMED NAME: BUI INC DATE OF NAME CHANGE: 19990728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056835 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26917 FILM NUMBER: 041070978 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shannon River Partners II, LP CENTRAL INDEX KEY: 0001301840 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26917 FILM NUMBER: 041070975 BUSINESS ADDRESS: STREET 1: 150 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 331 6431 MAIL ADDRESS: STREET 1: 150 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26917 FILM NUMBER: 041070981 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD CENTRAL INDEX KEY: 0001030806 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26917 FILM NUMBER: 041070979 BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVE STREET 2: STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shannon River Fund Management CO LLC CENTRAL INDEX KEY: 0001301050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26917 FILM NUMBER: 041070974 BUSINESS ADDRESS: STREET 1: 150 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 331 6431 MAIL ADDRESS: STREET 1: 150 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 4 1 p985814_ex.xml X0202 4 2004-06-28 0 0001087934 UCN INC UCNN 0000899083 WYNNEFIELD PARTNERS SMALL CAP VALUE LP 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001251565 WYNNEFIELD PARTNERS SMALL CAP VALUE LP I 450 SEVENTH AVE STE 509 NEW YORK NY 10123 0 0 1 0 0001030806 WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD 450 SEVENTH AVE STE 509 NEW YORK NY 10123 0 0 1 0 0001056835 WYNNEFIELD CAPITAL MANAGEMENT LLC 450 SEVENTH AVE STE 509 NEW YORK NY 10123 0 0 1 0 0001251567 WYNNEFIELD CAPITAL INC 450 SEVENTH AVE STE 509 NEW YORK NY 10123 0 0 1 0 0001214044 SHANNON RIVER PARTNERS LP 375 PARK AVENUE SUITE 1505 NEW YORK NY 10152 0 0 1 0 0001301840 Shannon River Partners II, LP 150 EAST 52ND STREET NEW YORK NY 10022 0 0 1 0 0001301050 Shannon River Fund Management CO LLC 150 EAST 52ND STREET NEW YORK NY 10022 0 0 1 0 Common Stock, par value $.0001 per share 2004-06-28 4 P 0 21400 2.45 A 1500800 I See Footnote Common Stock, par value $.0001 per share 2004-07-27 4 P 0 9000 2.54 A 1500800 D Common Stock, par value $.0001 per share 2004-07-27 4 P 0 10000 2.54 A 1500800 I See Footnote Common Stock, par value $.0001 per share 2004-07-27 4 P 0 6000 2.54 A 1500800 I See Footnote On the date hereof, of the total number of shares of common stock, par value $.0001 per share ("Common Stock") of UCN, Inc. [UCNN] reported herein as beneficially owned, Wynnefield Partners Small Cap Value, L.P. (the "Reporting Person") directly beneficially owns 239,800 shares of Common Stock. Wynnefield Capital Management, LLC, as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns. Shannon River Capital Management, LLC, as Portfolio Manager with respect to these shares, may be deemed to have an indirect beneficial ownership interest in these shares. On the date hereof, of the total number of shares of Common Stock reported herein as beneficially owned, the Reporting Person has an indirect beneficial ownership interest in 267,300 shares of Common Stock, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I, as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, and Shannon River Capital Management, LLC, as Portfolio Manager with respect to these shares, may be deemed to have an indirect beneficial ownership interest in these shares. On the date hereof, of the total number of shares of Common Stock reported herein as beneficially owned, the Reporting Person has an indirect beneficial ownership interest in 171,300 shares of Common Stock, which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., and Shannon River Capital Management, LLC, as Portfolio Manager with respect to these shares, may be deemed to have an indirect beneficial ownership interest in these shares. On the date hereof, of the total number of shares of Common Stock reported herein as beneficially owned, Shannon River Partners, L.P. directly beneficially owns 315,629 shares of Common Stock to which each of the Reporting Person, Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd. disclaims any beneficial ownership interest. Shannon River Capital Management, LLC, as the sole general partner of Shannon River Partners, L.P., has an indirect beneficial ownership interest in these shares. On the date hereof, of the total number of shares of Common Stock reported herein as beneficially owned, Shannon River Partners II, L.P. directly beneficially owns 506,771 shares of Common Stock to which each of the Reporting Person, Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd. disclaims any beneficial ownership interest. Shannon River Capital Management, LLC, as the sole general partner of Shannon River Partners II, L.P., has an indirect beneficial ownership interest in these shares. WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member 2004-10-07 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I, By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member 2004-10-07 WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD., By: Wynnefield Capital, Inc., /s/ Nelson Obus, President 2004-10-07 WYNNEFIELD CAPITAL MANAGEMENT, LLC, /s/ Nelson Obus, Managing Member 2004-10-07 WYNNEFIELD CAPITAL, INC., /s/ Nelson Obus, President 2004-10-07 SHANNON RIVER PARTNERS, L.P., By: Shannon River Capital Management, LLC, General Partner, /s/Spencer Waxman, Managing Member 2004-10-07 SHANNON RIVER PARTNERS II, L.P., By: Shannon River Capital Management, LLC, General Partner, /s/Spencer Waxman, Managing Member 2004-10-07 SHANNON RIVER CAPITAL MANAGEMENT, LLC, /s/Spencer Waxman, Managing Member 2004-10-07 -----END PRIVACY-ENHANCED MESSAGE-----