Page 8 of 14 Pages
Item 1. Security and Interest
This Amendment No. 3 (this
“
Amendment
”) to the
Schedule 13D filed on October 10, 2007 (the “
Original
Schedule 13D
”) and amended by Amendment No. 1 to the
Original Schedule 13D, filed on January 23, 2008
(“
Amendment No. 1
”), and
Amendment No. 2 to the Original Schedule 13D, filed on January 25, 2008
(“
Amendment No. 2
” and,
together with this Amendment, Amendment No. 1 and the Original Schedule 13D, the
“
Schedule 13D
”), relates
to the common stock, no par value (the “
Common
Stock
”), of Enterprise Informatics, Inc. (the
“
Issuer
”), and is being
filed on behalf of the Reporting Persons (as defined below). The address of the
principal executive office of the Issuer is 10052 Mesa Ridge Court, Suite 100, San
Diego, CA 92121.
Item 2. Identity and Background
(a), (f) This statement is filed by (i) ERP2 Holdings, LLC, a Delaware
limited liability company (the
“
LLC
”), (ii) Southpaw
Credit Opportunity Master Fund LP, a Cayman Islands limited partnership (the
“
Fund
”), (iii) Southpaw
Asset Management LP, a Delaware limited partnership
(“
Southpaw Management
”),
(iv) Southpaw Holdings LLC, a Delaware limited liability company
(“
Southpaw Holdings
”),
(v) Kevin Wyman, a citizen of the United States, and (vi) Howard Golden, a citizen of
the United States (the persons mentioned in (i), (ii) (iii), (iv), (v) and (vi) are
referred to as the “
Reporting
Persons
”). The Fund and a separate managed account
managed by Southpaw Management (the “
Managed
Account
”) hold the majority of the interests in the
LLC.
(b) The business address of the LLC is 694 Weed Street, New Canaan, CT
06840, c/o Richard Shorten. The business address of each of the other Reporting Persons
is Four Greenwich Office Park, Greenwich, CT 06831.
(c) The LLC serves as a holding company for the shares of Common Stock
and other interests in the Issuer. The Fund serves as a master fund investment vehicle
for investments by Southpaw Credit Opportunity Fund (FTE) Ltd., a Cayman Islands
exempted company, and Southpaw Credit Opportunity Partners LP, a Delaware limited
partnership, and, together with the Managed Account, holds the majority of the
interests in the LLC. Southpaw Management provides investment management services to
private individuals and institutions, including the Fund and the Managed Account.
Southpaw Holdings serves as the general partner of Southpaw Management. The principal
occupation of Mr. Wyman and Mr. Golden is investment management.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
Page 9 of 14 Pages
Item 3. Source and Amount of Funds or Other
Consideration
On May 8, 2008, the LLC purchased 684 shares of Common Stock, warrants
to purchase 1,851 shares of Common Stock (the
“
Warrants
”) and 2,450
shares of Series I Convertible Preferred Stock of the Company (the
“
Series I Preferred
Stock
”) from M.A.G. Capital, LLC
(“
MAG
”), Monarch Pointe
Fund, Ltd. (“
MPF
”) and
Mercator Momentum Fund III L.P.
(“
MMF
” and, together
with MAG and MPF, the
“
Sellers
”), for the
aggregate amount of $1,200,000, pursuant to a Securities Purchase Agreement (the
“
Securities Purchase
Agreement
”), dated as of May 5, 2008, by and among the
LLC and the Sellers. The shares of Series I Preferred Stock purchased by the LLC
pursuant to the Securities Purchase Agreement are convertible into 33,793 shares of
Common Stock. Pursuant to the terms of the Certificate of Determination for the Series
I Preferred Stock, the holder of the shares of Series I Preferred Stock may not convert
any shares of Series I Preferred Stock if, after such conversion, such holder would
have beneficial ownership of over 9.99% of the outstanding shares of Common Stock.
Because the LLC currently beneficially holds 77.0% of the outstanding shares of Common
Stock, the LLC may not convert the shares of Series I Preferred Stock into shares of
Common Stock at this time. Accordingly, the shares of Common Stock underlying the
shares of Series I Preferred Stock have not been included in this Amendment.
This brief description of the Securities Purchase Agreement is not
intended to be complete and is qualified in its entirety by reference to the full text
of the Securities Purchase Agreement, annexed hereto as Exhibit 2, which is
incorporated herein by reference.
Item 4. Purpose of Transaction
The information set forth in Item 3 is hereby incorporated by reference
in this Item 4. The deregistration of the Common Stock, contemplated by the Term Sheet
(as defined in Item 3 of Amendment No. 2) was effected on May 8, 2008. The Reporting
Persons acquired the securities reported herein for portfolio investment purposes, in
the ordinary course of business. Except as contemplated in this Item 4, none of
the Reporting Persons has any plan or proposal of the types referred to in clauses
(a) through (h) or (j) of Item 4 of Schedule 13D.
Each of the Reporting Persons intends to continuously review its
investment in the Issuer, and may in the future determine, either alone or as part of a
group, (i) to acquire additional securities of the Issuer, through open market
purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a
portion of the securities of the Issuer owned by it in the open market, in privately
negotiated transactions or otherwise or (iii) to take any other available course of
action, which could involve one or more of the plans or proposals referred to in
clauses (a) through (h) or (j) of Item 4 of Schedule 13D. Notwithstanding anything
contained herein, each of the Reporting Persons specifically reserves the right to
change its intention with respect to any or all of such matters. In reaching any
decision as to its course of action (as well as to the specific elements thereof), each
of the Reporting Persons currently expects that it would take into consideration a
variety of factors, including, but not limited to, the following: the Issuer’s
business and prospects; other developments concerning the Issuer and its businesses
generally; other business opportunities available to the Reporting Persons;
developments with respect to the businesses of the Reporting Persons; changes in law
and government regulations; general economic conditions; and money and stock market
conditions, including the market price of the securities of the Issuer.
Page 10 of 14 Pages
As part of the Reporting Persons’ ongoing review of their
investments in the Issuer, the LLC will from time to time hold talks or discussions
with, write letters to, and respond to inquiries from varying parties, including,
without limitation, the Board of Directors, management or representatives, other
shareholders, existing or potential strategic partners or competitors, industry
analysts, investment and financial professionals, and other persons or entities
regarding the Issuer’s affairs and strategic alternatives. In addition, the LLC
may in its sole and absolute discretion, take such action as it deems necessary to
preserve the value of its investments in the Issuer through bankruptcy court action,
litigation or other similar strategies.
Item 5. Interest in Securities of the Issuer
(a) As of May 12, 2008, the LLC
is a direct beneficial owner of 71,953 shares of Common Stock (the
“
Shares
”) of the Issuer,
which consist of (i) 37,167 shares of Common Stock held by the LLC, (ii) 15,759 shares
of Common Stock that can be obtained by the LLC upon conversion of the shares of Series
F Preferred Stock (as defined in the Original Schedule 13D) held by the LLC and (iii)
19,027 shares of Common Stock that can be obtained by the LLC upon conversion of the
Warrants held by the LLC. The Fund holds the majority of the interests in the LLC;
Southpaw Management serves as the investment manager of the Fund and receives a
performance-based and an asset-based fee for managing the investments of the Fund;
Southpaw Holdings is the general partner of Southpaw Management; Mr. Wyman is the
Majority Manager of the LLC and a principal of Southpaw Holdings; and Mr. Golden
is a principal of Southpaw Holdings. By reason of such relationships, the Fund,
Southpaw Management, Southpaw Holdings, Mr. Wyman and Mr. Golden may be
deemed to be indirect beneficial owners of the Shares. The Shares represent 77.0% of
the Issuer’s outstanding shares of Common Stock, which such percentage was
calculated by dividing (A) the 71,952 shares of Common Stock beneficially owned by the
Reporting Persons as of the date hereof, by (B) 58,699
2
shares of Common
Stock outstanding as of April 10, 2008, based upon the Issuer’s Information
Statement, filed with the Securities and Exchange Commission (the
“
Commission
”) pursuant
to the Act on April 10, 2008,
plus
(a) 15,759 shares of Common Stock that can be obtained by the Reporting
Persons upon the conversion of the shares of Series F Preferred Stock beneficially
owned by the Reporting Persons
plus
(b) 19,026 shares of Common Stock that can be obtained by the Reporting
Persons upon exercise of the Warrants beneficially owned by the Reporting
Persons.
(b) The Reporting Persons have the power to vote and dispose of the
Shares held by the LLC. The filing of this statement on Schedule 13D shall not be
construed as an admission that any of the Reporting Persons is, for the purposes of
Section 13(d) or 13(g) of the Act, the beneficial owner of any of the 70,101 shares of
Common Stock owned by the LLC. Pursuant to Rule 13d-4, the Fund, Southpaw Management,
Southpaw Holdings, the Managed Account, Mr. Wyman and Mr. Golden disclaim all
such beneficial ownership.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
_________________
2
After giving effect to the reverse stock split described in
the Information Statement, which became effective on May 8, 2008.
Page 11 of 14 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The information set forth in Item 4 above is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits
Exhibit No.
|
Description
|
1
|
Joint Filing Agreement, dated as of May 12, 2008, by and
among the Reporting Persons.
|
2
|
Securities Purchase Agreement, dated as of May 5, 2008,
by and among the LLC and the Sellers.
|
Page 12 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date:
May 12, 2008
|
ERP2 Holdings, LLC
|
|
|
|
|
|
|
|
By:
|
/s/
Kevin Wyman
|
|
Name: Kevin Wyman
|
|
Title: Majority Manager
|
|
|
|
|
|
|
|
Southpaw Credit Opportunities Master Fund LP
|
|
|
|
|
By:
|
Southpaw GP LLC,
|
|
|
its general partner
|
|
|
|
|
|
|
|
By:
|
/s/
Kevin Wyman
|
|
Name: Kevin Wyman
|
|
Title: Managing Member
|
|
|
|
|
|
|
|
Southpaw Asset Management LP
|
|
|
|
|
By:
|
Southpaw Holdings LLC,
|
|
|
its general partner
|
|
|
|
|
|
|
|
By:
|
/s/
Kevin Wyman
|
|
Name: Kevin Wyman
|
|
Title: Managing Member
|
|
|
|
|
|
|
|
Southpaw Holdings, LLC
|
|
|
|
|
|
|
|
By:
|
/s/
Kevin Wyman
|
|
Name: Kevin Wyman
|
|
Title: Managing Member
|
|
By:
|
/s/
Kevin Wyman
|
|
|
Kevin Wyman
|
|
|
|
|
|
|
|
By:
|
/s/
Howard Golden
|
|
|
Howard Golden
|
|
|
|
Page 14 of 14 Pages
Exhibit Index
Exhibit No.
|
Description
|
1
|
Joint Filing Agreement, dated as of May 12, 2008, by and
among the Reporting Persons.
|
2
|
Securities Purchase Agreement, dated as of May 5, 2008,
by and among the LLC and the Sellers.
|