Item 1. Security and the
Issuer
This Schedule 13D
is filed jointly by The Co-Investment Fund II, L.P., a Delaware limited
partnership ("Co-Investment Fund"), Co-Invest Management II, L.P., a Delaware
limited partnership ("Co-Invest Management"), Co-Invest II Capital Partners,
Inc., a Delaware corporation ("Co-Invest Capital"), and Donald R. Caldwell
relating to the acquisition by Co-Investment Fund of 1,142,857 shares (the
"Shares") of common stock, par value $0.001 per share (the "Common Stock"), of
Voxware, Inc., a Delaware corporation (the "Issuer"), and a warrant to purchase
114,286 shares of the Issuer’s Common Stock (the "Warrant"). The address of the
principal executive offices of the Issuer is 300 American Metro Blvd., Suite
155, Hamilton, New Jersey 08619.
Item 2. Identity and
Background
This statement is filed on behalf of:
(a) Co-Investment Fund, Co-Invest Management, Co-Invest Capital and
Donald R. Caldwell.
(b) Five Radnor Corporate Center, Suite 555, Radnor, Pennsylvania 19087.
(c) Mr. Caldwell is a shareholder, director, and officer of Co-Invest
Capital. Co-Invest Capital is the general partner of Co-Invest Management.
Co-Invest Management is the general partner of Co-Investment Fund, the purchaser
of the Shares and Warrant.
(d) The reporting persons have not, during the past five (5) years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The reporting persons have not during the past five (5) years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, 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.
(f) Mr. Caldwell is a United States citizen. Co-Invest Management and
Co-Investment Fund are Delaware limited partnerships. Co-Invest Capital is a
Delaware corporation.
Item 3. Source and Amount of Funds
or Other Consideration.
The Shares and Warrant were purchased from
the Issuer by Co-Investment Fund on June 30, 2009 in a private placement
transaction for $1,999,999.85. The source of the funds for this purchase was the
funds held by Co-Investment Fund for investment in portfolio companies.
Item 4. Purpose of
Transaction.
Co-Investment Fund acquired the Shares and
Warrant for investment purposes. Depending on market conditions, its continuing
evaluation of the business and prospects of the Issuer and other factors,
Co-Investment Fund may dispose of or acquire additional shares of Common Stock
of the Issuer. Except as set forth above, none of the reporting persons has any
present plans which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of
the Issuer.
(a) Co-Investment Fund owns 1,142,857
shares of Common Stock of the Issuer and a warrant to purchase 114,286 shares of
Common Stock of the Issuer (or 18.8% of the shares of Common Stock outstanding
and deemed outstanding pursuant to Rule 13d-3(d)(1)(i)).
Co-Invest Management may be deemed to beneficially own 1,142,857 shares
of Common Stock of the Issuer and a warrant to purchase 114,286 shares of Common
Stock of the Issuer (or 18.8% of the shares of Common Stock outstanding and
deemed outstanding pursuant to Rule 13d-3(d)(1)(i)) as the general partner of
Co-Investment Fund.
Co-Invest Capital may be deemed to beneficially own 1,142,857 shares of
Common Stock of the Issuer and a warrant to purchase 114,286 shares of Common
Stock of the Issuer (or 18.8% of the shares of Common Stock outstanding and
deemed outstanding pursuant to Rule 13d-3(d)(1)(i)) as the general partner of
Co-Invest Management.
Mr. Caldwell may be deemed to beneficially own 2,047,337 shares of Common
Stock of the Issuer and warrants to purchase 371,891 shares of Common Stock of
the Issuer as a director, officer, and shareholder of Co-Invest Capital and as
the Chairman and Chief Executive Officer of Cross Atlantic Technology Fund II,
L.P., the record owner of 904,480 shares of Common Stock of the Issuer and a
warrant to purchase 257,605 shares of Common Stock of the Issuer. Additionally,
Mr. Caldwell has been issued options to purchase 10,625 shares of Common Stock
of the Issuer in connection with his service as a member of the board of
directors of the Issuer, which are exercisable within 60 days of the date of
this Schedule 13D. Therefore, Mr. Caldwell may be deemed to beneficially own
35.0% of the shares of Common Stock outstanding and deemed outstanding pursuant
to Rule 13d-3(d)(1)(i).
The foregoing should not be construed as an admission by any reporting
person as to its or his beneficial ownership of any shares of Common Stock owned
by another reporting person.
(b) See rows (7) through (10) of the cover page for each reporting person
at the beginning of this Schedule 13D, which are incorporated herein by
reference.
(c) The Shares and Warrant were purchased from the Issuer in a private
placement transaction for an aggregate purchase price of $1,999,999.85.
(d) Not applicable.
(e) Not applicable.
|
Item 6.
|
|
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
|
On June 29, 2009, Issuer, Co-Investment Fund and Edison Venture Fund V,
L.P., entered into a Securities Purchase Agreement, whereby on June 30, 2009,
Co-Investment Fund purchased 1,142,857 shares of the Issuer’s Common Stock at a
purchase price of $1.75 per share and a warrant to purchase 114,286 shares of
the Issuer’s Common Stock with an exercise price of $2.50 per share. The Warrant
becomes exercisable on or after the date that is six months after the date of
issuance, which was June 30, 2009.
Item 7. Material to be Filed as
Exhibits
The Securities Purchase Agreement, including a form of Warrant attached
thereto, is described in, and filed as an exhibit to, the Current Report on Form
8-K filed by the Issuer on July 1, 2009.
Co-Investment Fund, Co-Invest Management, Co-Invest Capital, and Donald
Caldwell are parties to a Joint Filing Agreement dated as of April 9, 2008
incorporated herein by reference to Exhibit A of the Schedule 13D filed by
Co-Investment Fund on April 10, 2008.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
|
Dated: July 14,
2009
|
THE
CO-INVESTMENT FUND II, L.P.
|
|
|
|
|
|
|
By:
|
/s/ Brian
Adamsky
|
|
|
|
Name:
Brian Adamsky
|
|
|
Title: Chief Financial Officer
|
|
|
|
Dated: July 14,
2009
|
CO-INVEST MANAGEMENT II, L.P.
|
|
|
|
|
|
|
By:
|
/s/ Brian
Adamsky
|
|
|
|
Name:
Brian Adamsky
|
|
|
Title: Chief Financial Officer
|
|
|
|
Dated: July 14,
2009
|
CO-INVEST II CAPITAL PARTNERS, INC.
|
|
|
|
|
|
|
By:
|
/s/ Brian
Adamsky
|
|
|
|
Name:
Brian Adamsky
|
|
|
Title: Chief Financial Officer
|
|
|
|
Dated: July 14,
2009
|
/s/ Donald R. Caldwell
|
|
|
|
Donald R. Caldwell
|
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations
(See 18 U.S.C.
1001)
Voxware (MM) (NASDAQ:VOXW)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Voxware (MM) (NASDAQ:VOXW)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024
