UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
Enterprise Informatics, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
29372R109
(CUSIP Number)
Brett Lawrence, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
(212) 806-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2008
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box
o
.
Note:
Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all
exhibits. See §240.13d-7 for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934
(“
Act
”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Continued on following pages
1
|
Names of Reporting Persons
|
I.R.S. Identification Nos. of above persons (entities
only).
ERP2 HOLDINGS, LLC
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
b.
x
4
|
Source of Funds (See Instructions)
|
WC
5
|
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
|
6
|
Citizenship or Place of Organization
|
Delaware
Number
of
|
7 Sole
Voting Power
|
shares of Common Stock
|
0
|
Beneficially
|
8 Shared
Voting Power
|
Owned By
|
104,293
|
Each
|
|
Reporting
|
9 Sole
Dispositive Power
|
Person
|
0
|
With
|
|
|
10 Shared
Dispositive Power
|
|
104,293
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
104,293
12
Check
if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock (See
Instructions)
13
|
Percent of Class Represented By Amount in Row
(11)
|
83.3%
14
|
Type of Reporting Person (See
Instructions)
|
OO
Page 2 of 16
1
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only).
SOUTHPAW CREDIT OPPORTUNITY MASTER FUND LP
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
b.
x
4
|
Source of Funds (See Instructions)
|
AF
5
|
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
|
6
|
Citizenship or Place of Organization
|
Cayman Islands
Number
of
|
7 Sole
Voting Power
|
shares of Common Stock
|
0
|
Beneficially
|
8 Shared
Voting Power
|
Owned By
|
104,293
|
Each
|
|
Reporting
|
9 Sole
Dispositive Power
|
Person
|
0
|
With
|
|
|
10 Shared
Dispositive Power
|
|
104,293
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
104,293
12
Check
if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock (See
Instructions)
13
|
Percent of Class Represented By Amount in Row
(11)
|
83.3%
14
|
Type of Reporting Person (See
Instructions)
|
PN
Page 3 of 16
1
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only).
SOUTHPAW ASSET MANAGEMENT LP
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
b.
x
4
|
Source of Funds (See Instructions)
|
AF
5
|
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
|
6
|
Citizenship or Place of Organization
|
Delaware
Number
of
|
7 Sole
Voting Power
|
shares of Common Stock
|
0
|
Beneficially
|
8 Shared
Voting Power
|
Owned By
|
104,293
|
Each
|
|
Reporting
|
9 Sole
Dispositive Power
|
Person
|
0
|
With
|
|
|
10 Shared
Dispositive Power
|
|
104,293
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
104,293
12
Check
if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock (See
Instructions)
13
|
Percent of Class Represented By Amount in Row
(11)
|
83.3%
14
|
Type of Reporting Person (See
Instructions)
|
PN
Page 4 of 16
1
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only).
SOUTHPAW HOLDINGS LLC
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
b.
x
4
|
Source of Funds (See Instructions)
|
AF
5
|
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
|
6
|
Citizenship or Place of Organization
|
Delaware
Number
of
|
7 Sole
Voting Power
|
shares of Common Stock
|
0
|
Beneficially
|
8 Shared
Voting Power
|
Owned By
|
104,293
|
Each
|
|
Reporting
|
9 Sole
Dispositive Power
|
Person
|
0
|
With
|
|
|
10 Shared
Dispositive Power
|
|
104,293
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
104,293
12
Check
if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock (See
Instructions)
13
|
Percent of Class Represented By Amount in Row
(11)
|
83.3%
14
|
Type of Reporting Person (See
Instructions)
|
OO
Page 5 of 16
1
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only).
KEVIN WYMAN
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
b.
x
4
|
Source of Funds (See Instructions)
|
AF
5
|
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
|
6
|
Citizenship or Place of Organization
|
United States
Number
of
|
7 Sole
Voting Power
|
shares of Common Stock
|
0
|
Beneficially
|
8 Shared
Voting Power
|
Owned By
|
104,293
|
Each
|
|
Reporting
|
9 Sole
Dispositive Power
|
Person
|
0
|
With
|
|
|
10 Shared
Dispositive Power
|
|
104,293
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
104,293
12
Check
if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock (See
Instructions)
13
|
Percent of Class Represented By Amount in Row
(11)
|
83.3%
14
|
Type of Reporting Person (See
Instructions)
|
IN
Page 6 of 16
1
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only).
HOWARD GOLDEN
2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
b.
x
4
|
Source of Funds (See Instructions)
|
AF
5
|
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
|
6
|
Citizenship or Place of Organization
|
United States
Number
of
|
7 Sole
Voting Power
|
shares of Common Stock
|
0
|
Beneficially
|
8 Shared
Voting Power
|
Owned By
|
104,293
|
Each
|
|
Reporting
|
9 Sole
Dispositive Power
|
Person
|
0
|
With
|
|
|
10 Shared
Dispositive Power
|
|
104,293
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
104,293
12
Check
if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock (See
Instructions)
13
|
Percent of Class Represented By Amount in Row
(11)
|
83.3%
14
|
Type of Reporting Person (See
Instructions)
|
IN
Item 1. Security and Interest
This Amendment No. 4 (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
”),
Amendment No. 2 to the Original Schedule 13D, filed on January 25, 2008
(“
Amendment No. 2
”)
and Amendment No. 3 to the Original Schedule 13D, filed on May 12, 2008
(“
Amendment No. 3
”
and, together with this Amendment, Amendment No. 1, Amendment No. 2 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.
Item 3. Source and Amount of Funds or Other
Consideration
On May 15, 2008, in accordance with the Term Sheet (as defined in
Item 3 of Amendment No. 2), the LLC disbursed the second tranche, in the amount of
$1,200,000, under the New Note (as defined in the Term Sheet), to the Issuer, and
the Issuer issued a Warrant to the LLC exercisable for 29,656 shares of Common
Stock (the “
Additional
Warrant
”).
This brief description of the Term Sheet, the New Note and the
Additional Warrant is not intended to be complete and is qualified in its entirety
by reference to the full text of the Term Sheet, the New Note and the Additional
Warrant, annexed hereto as Exhibits 2, 3 and 4, respectively, which are
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 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, no 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.
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 20, 2008, the
LLC is a direct beneficial owner of 104,293 shares of Common Stock (the
“
Shares
”) of the
Issuer, which consist of (i) 37,167 shares of Common Stock held by the LLC, (ii)
18,443 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) 48,683 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 83.3% of the Issuer’s outstanding shares
of Common Stock, which such percentage was calculated by dividing (A) the 104,293
shares of Common Stock beneficially owned by the Reporting Persons as of the date
hereof, by (B) 58,099 shares of Common Stock outstanding as of May 21, 2008,
plus
(a) 18,443 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) 48,683 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 104,293
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.
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 22, 2008, by
and among the Reporting Persons.
|
2
|
Term Sheet, dated as of January 14, 2008, by and
between the Issuer and the LLC (incorporated by reference to
Exhibit 10.25 to the Issuer’s Annual Report on Form 10-K,
filed with the Commission on January 15, 2008).
|
|
|
3
|
Secured Promissory Note of the Issuer, in the
original principal amount of $1,500,000, issued to the LLC on
January 31,2008 (incorporated by reference to Exhibit 10-1 to the
Issuer’s Current Report on Form 8-K, filed with the
Commission on February 6, 2008).
|
|
|
4
|
Warrant to purchase 29,656 shares of Common Stock,
issued by the Issuer to the LLC on May 15, 2008.
|
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 22, 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
|
Exhibit Index
Exhibit No.
|
Description
|
1
|
Joint Filing Agreement, dated as of May 22, 2008, by
and among the Reporting Persons.
|
2
|
Term Sheet, dated as of January 14, 2008, by and
between the Issuer and the LLC (incorporated by reference to
Exhibit 10.25 to the Issuer’s Annual Report on Form 10-K,
filed with the Commission on January 15, 2008).
|
|
|
3
|
Secured Promissory Note of the Issuer, in the
original principal amount of $1,500,000, issued to the LLC on
January 31,2008 (incorporated by reference to Exhibit 10-1 to the
Issuer’s Current Report on Form 8-K, filed with the
Commission on February 6, 2008).
|
|
|
4
|
Warrant to purchase 29,656 shares of Common Stock,
issued by the Issuer to the LLC on May 15, 2008.
|
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Schedule 13D with respect to
the Common Stock of Enterprise Informatics, Inc., dated as of May 22, 2008, is, and
any amendments thereto (including amendments on Schedule 13G) signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in accordance
with the provisions of Rule 13d-1(k) under the Act.
Date: May 22, 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
|