Intraware Inc - Statement of Ownership (SC 13G)
01 Août 2008 - 5:21PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response...10.4
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
(CUSIP Number)
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July 28, 2008
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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CUSIP No. 46118M509
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13G
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Page 2 of 10
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1
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Names of Reporting Persons.
Central Square Management LLC
I.R.S. Identification Nos. of above persons (entities only)
33-1163626
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Central Square Management LLC - Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
Central Square Management LLC - 0 shares
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6 Shared Voting Power
Central Square Management LLC - 316,146 shares (326,542 shares as of the date of filing)
Refer to Item 4 below.
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7 Sole Dispositive Power
Central Square Management LLC - 0 shares
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8 Shared Dispositive Power
Central Square Management LLC – 316,146 shares (326,542 shares as of the date of filing)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
Central Square Management LLC – 316,146 shares (326,542 shares as of the date of filing)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
Not applicable.
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11
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Percent of Class Represented by Amount in Row (9)
Central Square Management LLC – 5.03% (5.19% as of the date of filing)
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
Central Square Management LLC - OO (Limited Liability Company)
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1
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Names of Reporting Persons.
Central Square GP LLC
I.R.S. Identification Nos. of above persons (entities only)
33-1163623
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Central Square GP LLC - Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
Central Square GP LLC - 0 shares
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6 Shared Voting Power
Central Square GP LLC – 316,146 shares (326,542 shares as of the date of filing)
Refer to Item 4 below.
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7 Sole Dispositive Power
Central Square GP LLC - 0 shares
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8 Shared Dispositive Power
Central Square GP LLC – 316,146 shares (326,542 shares as of the date of filing)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
Central Square GP LLC – 316,146 shares (326,542 shares as of the date of filing)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
Not applicable.
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11
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Percent of Class Represented by Amount in Row (9)
Central Square GP LLC– 5.03% (5.19% as of the date of filing)
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
Central Square GP LLC - OO (Limited Liability Company)
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1
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Names of Reporting Persons.
Central Square Capital LP
I.R.S. Identification Nos. of above persons (entities only)
33-1163628
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Central Square Capital LP - Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
Central Square Capital LP - 0 shares
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6 Shared Voting Power
Central Square Capital LP– 316,146 shares (326,542 shares as of the date of filing)
Refer to Item 4 below.
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7 Sole Dispositive Power
Central Square Capital LP - 0 shares
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8 Shared Dispositive Power
Central Square Capital LP– 316,146 shares (326,542 shares as of the date of filing)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
Central Square Capital LP– 316,146 shares (326,542 shares as of the date of filing)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
Not applicable.
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11
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Percent of Class Represented by Amount in Row (9)
Central Square Capital LP– 5.03% (5.19% as of the date of filing)
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
Central Square Capital LP - PN (Limited Partnership)
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1
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Names of Reporting Persons.
Kelly Cardwell
I.R.S. Identification Nos. of above persons (entities only)
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Kelly Cardwell – United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
Kelly Cardwell- 0 shares
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6 Shared Voting Power
Kelly Cardwell– 316,146 shares (326,542 shares as of the date of filing)
Refer to Item 4 below.
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7 Sole Dispositive Power
Kelly Cardwell - 0 shares
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8 Shared Dispositive Power
Kelly Cardwell – 316,146 shares (326,542 shares as of the date of filing)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
Kelly Cardwell – 316,146 shares (326,542 shares as of the date of filing)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
Not applicable.
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11
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Percent of Class Represented by Amount in Row (9)
Kelly Cardwell – 5.03% (5.19% as of the date of filing)
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
Kelly Cardwell- IN
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Item
1.
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(a)
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Name of Issuer
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Intraware, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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25 Orinda Way, Orinda, CA 94563
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Item
2.
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(a)
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Name of Person Filing
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Central Square Management LLC
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(b)
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Address of Principal Business Office or, if none, Residence
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Central Square Management LLC
Central Square GP LLC
Central Square Capital LP
Kelly Cardwell
27475 Ferry Road
Warrensville, IL
60555
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(c)
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Citizenship
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Central Square Management LLC - Delaware
Central Square GP LLC - Delaware
Central Square Capital LP – Delaware
Kelly Cardwell - United States
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(d)
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Title of Class of Securities
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Common Stock, par value $0.001 per share
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(e)
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CUSIP Number
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46118M509
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Item
3.
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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:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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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);
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned **
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Central Square Management LLC – 316,146 shares (326,542 shares as of the date of filing)
Central Square GP LLC – 316,146 shares (326,542 shares as of the date of filing)
Central Square Capital LP – 316,146 shares (326,542 shares as of the date of filing)
Kelly Cardwell – 316,146 shares (326,542 shares as of the date of filing)
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(b)
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Percent of Class**
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Central Square Management LLC – 5.03% (5.19% as of the date of filing)
Central Square GP LLC – 5.03% (5.19% as of the date of filing)
Central Square Capital LP – 5.03% (5.19% as of the date of filing)
Kelly Cardwell – 5.03% (5.19% as of the date of filing)
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote **
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Central Square Management LLC - 0 shares
Central Square GP LLC - 0 shares
Central Square Capital LP – 0 shares
Kelly Cardwell - 0 shares
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(ii)
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shared power to vote or to direct the vote**
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Central Square Management LLC – 316,146 shares (326,542 shares as of the date of filing)
Central Square GP LLC – 316,146 shares (326,542 shares as of the date of filing)
Central Square Capital LP – 316,146 shares (326,542 shares as of the date of filing)
Kelly Cardwell – 316,146 shares (326,542 shares as of the date of filing)
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(iii)
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Sole power to dispose or to direct the disposition of**
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Central Square Management LLC - 0 shares
Central Square GP LLC - 0 shares
Central Square Capital LP – 0 shares
Kelly Cardwell - 0 shares
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(iv)
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shared power to dispose or to direct the disposition of**
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Central Square Management LLC – 316,146 shares (326,542 shares as of the date of filing)
Central Square GP LLC – 316,146 shares (326,542 shares as of the date of filing)
Central Square Capital LP – 316,146 shares (326,542 shares as of the date of filing)
Kelly Cardwell – 316,146 shares (326,542 shares as of the date of filing)
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**
Shares reported herein for Central Square Capital LP (the “CSC LP”) represent shares beneficially owned by CSC LP. Shares reported herein for Central Square GP LLC (“CS GP LLC”) represent the above-referenced shares beneficially owned by CSC LP for which CS GP LLC serves as general partner. Shares reported herein for Central Square Management LLC
(“SCM LLC “) represent the above-referenced shares beneficially owned by CSC LP for which SCM LLC serves as investment manager. Shares reported herein for Mr. Cardwell represent the above referenced shares beneficially owned by CSC LP. Mr. Cardwell serves as the managing member of CS GP LLC and SCM LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
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Item
5.
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Ownership of Five Percent or Less of a Class
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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
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Not applicable.
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Item
6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item
7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item
8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item
9.
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Notice of Dissolution of Group
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Not applicable.
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.
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.
CENTRAL SQUARE MANAGEMENT LLC
By:
/s/ Kelly Cardwell
Kelly Cardwell
Managing Member
CENTRAL SQUARE GP LLC
By:
/s/ Kelly Cardwell
Kelly Cardwell
Managing Member
CENTRAL SQUARE CAPITAL LP
By: Central Square GP LLC
By:
/s/ Kelly Cardwell
Kelly Cardwell
Managing Member
KELLY CARDWELL
/s/ Kelly Cardwell
Kelly Cardwell, individually
Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of July 31, 2008, is by and among Central Square Management LLC, Central Square GP LLC, Central Square Capital LP and Kelly Cardwell, an individual (the foregoing are collectively referred to herein as the “Filers”).
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to shares of Common Stock, par value $0.001 per share, of Intraware, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such
rule.
This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
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Executed and delivered as of the date first above written.
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CENTRAL SQUARE MANAGEMENT LLC
By:
/s/ Kelly Cardwell
Kelly Cardwell
Managing Member
CENTRAL SQUARE GP LLC
By:
/s/ Kelly Cardwell
Kelly Cardwell
Managing Member
CENTRAL SQUARE CAPITAL LP
By: Central Square GP LLC
By:
/s/ Kelly Cardwell
Kelly Cardwell
Managing Member
KELLY CARDWELL
/s/ Kelly Cardwell
Kelly Cardwell, individually
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