Enterprise Informatics Inc - Amended Statement of Ownership: Private Transaction (SC 13E3/A)
May 08 2008 - 3:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-3
RULE 13e-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act
of 1934
(Amendment No. 4)
ENTERPRISE
INFORMATICS INC.
(Name of Issuer)
Enterprise Informatics Inc.
ERP2 Holdings, LLC
Southpaw Credit Opportunity Master Fund LP
Southpaw Asset Management LP
Southpaw Holdings, LLC
Kevin Wyman
Howard Golden
(Names of Person(s) Filing
Statement)
Common Stock
(Title of Class of
Securities)
29372R 208
(CUSIP Number of Class of
Securities)
John W. Low
Chief Financial Officer and Secretary
10052 Mesa Ridge Court, Suite 100
San Diego, CA 92121
(858) 625-3000
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications on
Behalf of Person(s) Filing
Statement)
Copies to:
Russell C. Hansen, Esq.
Gibson Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, CA 94304
(650) 849-5300
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Brett Lawrence, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, NY 10038
(212) 806-5422
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This statement is filed in connection with
(check the appropriate box):
x
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a.
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The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
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o
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b.
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The filing of a registration statement under the Securities Act of
1933.
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o
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c.
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A tender offer.
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o
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d.
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None of the above.
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Check
the following box if the soliciting materials or information statement referred
to in checking box (a) are preliminary copies:
o
Check
the following box if the filing is a final amendment reporting the results of
the transaction:
x
Calculation of Filing Fee
Transaction Valuation*
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Amount of Filing Fee**
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$60,000
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$2.36
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(*)
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Calculated solely for purposes of determining the filing fee. This
amount assumes the acquisition of an estimated 1,200,000 shares of common
stock for $0.05 per share in cash in lieu of issuing fractional shares in
connection with the reverse stock split.
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(**)
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The amount of the filing fee is calculated in accordance with
Rule 0-11(b)(1) by multiplying the Transaction Valuation of $60,000
by 0.0000393.
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x
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Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $2.36
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Form or Registration No.: Schedule 13E-3
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Filing Party: Enterprise
Informatics Inc., ERP2 Holdings, LLC, Southpaw Credit Opportunity Master Fund
LP, Southpaw Asset Management LP,
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Southpaw Holdings, LLC, Kevin Wyman and Howard Golden
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Date Filed: March 12, 2008
INTRODUCTION
This Amendment No. 4 to Rule 13e-3
Transaction Statement on Schedule 13E-3 (this Final Amendment) is being
filed pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended (the Exchange Act) by (1) Enterprise Informatics Inc.,
a California corporation and the issuer of the shares of common stock that are
the subject of the Rule 13e-3 transaction (the Company), (2) ERP2
Holdings, LLC, a Delaware limited liability company
,
(3) Southpaw Credit Opportunity
Master Fund LP, a Cayman Islands limited partnership, (4) Southpaw
Asset Management LP, a Delaware limited partnership, (5) Southpaw
Holdings LLC, a Delaware limited liability company, (6) Kevin Wyman,
and (7) Howard Golden.
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) promulgated
under the Exchange Act to report the results of the Rule 13e-3 transaction.
Except as set forth in this Final
Amendment, all information in Amendment No. 3 to Rule 13E-3
Transaction Statement on Schedule 13E-3, filed with the Securities and Exchange
Commission (the SEC) on April 30, 2008, remains unchanged. Capitalized terms used but not defined in
this Final Amendment have the meaning given to them in the Definitive Information
Statement filed by the Company with the SEC on April 10, 2008.
ITEM 15. ADDITIONAL
INFORMATION.
Regulation M-A
Item 1011
(b)
Other Material Information.
Item 15 is hereby
amended and supplemented by adding the following thereto:
On May 7,
2008, the Company filed with the California Secretary of State a Certificate of
Amendment to the Companys Amended and Restated Articles of Incorporation to
effect the Reverse Split. The Reverse
Split resulted in the reduction of the number of holders of record of the
Companys common stock below 300. On May 8,
2008, the Company filed a Form 15 with the SEC to immediately suspend its
reporting obligations under the Exchange Act and to terminate the registration
of its common stock under the Exchange Act.
As a result of the suspension of the Companys reporting obligations,
the Companys common stock is no longer eligible for quotation on the OTC
Bulletin Board, and the Company anticipates that the quotation of its common
stock on the OTC Bulletin Board will terminate on or about May 9, 2008.
On May 8,
2008, the Company issued a press release announcing the completion of the
Reverse Split, the filing of the Form 15 and the termination of quotation
of the Companys common stock on the OTC Bulletin Board. That press release, which was filed by the
Company with the SEC on May 8, 2008 as a DEFA14C, is attached as an
exhibit hereto and is incorporated by reference herein.
ITEM 16.
EXHIBITS.
Regulation M-A Item 1016
Item
16 is hereby amended and supplemented by deleting part (a) thereof and
adding in its place the following:
(a)(1) Copy
of letter to shareholders and Definitive Information Statement of the Company
(incorporated by reference to the Schedule 14C filed by the Company on April 10,
2008).
(a)(2) Press
release issued by the Company on May 8, 2008 (incorporated by reference to
the DEFA14C filed by the Company on May 8, 2008).
SIGNATURES
After due inquiry and to the
best of my knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Date: May 8, 2008
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ENTERPRISE
INFORMATICS INC.
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By:
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/s/
JOHN W. LOW
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John W. Low
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Chief Financial Officer
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ERP2 HOLDINGS, LLC
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By:
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/s/
KEVIN WYMAN
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Kevin Wyman
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Majority Manager
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SOUTHPAW CREDIT
OPPORTUNITY MASTER FUND LP
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By:
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SOUTHPAW GP LLC,
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its general partner
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By:
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/s/
KEVIN WYMAN
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Kevin Wyman
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Managing Member
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SOUTHPAW ASSET
MANAGEMENT LP
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By:
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SOUTHPAW
HOLDINGS LLC,
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its general partner
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By:
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/s/
KEVIN WYMAN
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Kevin Wyman
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Managing Member
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SOUTHPAW
HOLDINGS, LLC
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By:
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/s/
KEVIN WYMAN
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Kevin Wyman
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Managing Member
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/s/ KEVIN WYMAN
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Kevin Wyman
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/s/ HOWARD GOLDEN
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Howard Golden
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EXHIBIT INDEX
The Exhibit Index
is hereby amended and supplemented by
deleting part (a) thereof and adding in its place the following:
(a)(1) Copy
of letter to shareholders and Definitive Information Statement of the Company
(incorporated by reference to the Schedule 14C filed by the Company on April 10,
2008).
(a)(2) Press
release issued by the Company on May 8, 2008 (incorporated by reference to
the DEFA14C filed by the Company on May 8, 2008).
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