- Amended Statement of Beneficial Ownership (SC 13D/A)
25 Februar 2010 - 10:36PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
PLATO LEARNING,
INC.
(Name of
Issuer)
(Title of
Class of Securities)
Steven
Becker
SRB
Management, L.P.
300
Crescent Court, Ste. 1111
Dallas,
Texas 75201
(214)
756-6016
With a
copy to:
George
Lee
Lee &
Stone LLP
2626 Cole
Avenue, Ste 400
Dallas,
TX 75204
214-377-4852
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
7, 2009
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule l3G 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).
Cusip
No.
72764Y100
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only):
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Steven
R. Becker
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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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Source
of Funds (See Instructions):
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AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e):
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Not
Applicable
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6.
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Citizenship
or Place of Organization:
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United
States
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Number
of
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7.
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Sole Voting Power:
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26,000
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Shares
Beneficially
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8.
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Shared Voting Power:
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4,119,423
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Owned
by
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Each
Reporting
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9.
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Sole Dispositive Power:
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26,000
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Person
With
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10.
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Shared Dispositive Power:
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4,119,423
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
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4,145,
423
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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(See
Instructions):
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Not
Applicable
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13.
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Percent
of Class Represented by Amount in Row (11):
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17.0%*
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14.
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Type
of Reporting Person (See Instructions):
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IN
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*Based on
24,379,414
shares of
common stock issued and outstanding as of December 31, 2009, as reported by the
issuer in its Annual Report on Form 10-K filed with the Securities and Exchange
for the period ended October 31, 2009.
Cusip
No.
72764Y100
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1.
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Names
of Reporting Persons. 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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5.
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Source
of Funds (See Instructions):
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AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e):
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Not
Applicable
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7.
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Citizenship
or Place of Organization:
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United
States
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Number
of
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7.
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Sole Voting Power:
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36,000
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Shares
Beneficially
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8.
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Shared Voting Power:
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4,119,423
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Owned
by
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Each
Reporting
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9.
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Sole Dispositive Power:
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36,000
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Person
With
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10.
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Shared Dispositive Power:
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4,119,423
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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(See
Instructions):
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Not
Applicable
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13.
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Percent
of Class Represented by Amount in Row (11):
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17.0%*
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15.
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Type
of Reporting Person (See Instructions):
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IN
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*Based on
24,379,414
shares of
common stock issued and outstanding as of December 31, 2009, as reported by the
issuer in its Annual Report on Form 10-K filed with the Securities and Exchange
for the period ended October 31, 2009.
Cusip
No.
72764Y100
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|
|
|
|
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only):
|
|
|
|
|
|
|
|
|
|
|
|
|
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2.
|
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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Source
of Funds (See Instructions):
|
|
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|
|
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AF
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|
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e):
|
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|
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|
|
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Not
Applicable
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6.
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Citizenship
or Place of Organization:
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Texas
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Number
of
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7.
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Sole Voting Power:
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0
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Shares
Beneficially
|
8.
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Shared Voting Power:
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4,119,423
|
|
|
Owned
by
|
|
|
|
|
|
Each
Reporting
|
9.
|
Sole Dispositive Power:
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0
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Person
With
|
10.
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Shared Dispositive Power:
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4,119,423
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|
|
|
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|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
|
|
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
|
|
|
|
(See
Instructions):
|
|
|
|
|
|
|
|
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|
Not
Applicable
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13.
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Percent
of Class Represented by Amount in Row (11):
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16.9%*
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14.
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Type
of Reporting Person (See Instructions):
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OO
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*Based on
24,379,414
shares of
common stock issued and outstanding as of December 31, 2009, as reported by the
issuer in its Annual Report on Form 10-K filed with the Securities and Exchange
for the period ended October 31, 2009.
Cusip
No.
72764Y100
|
|
|
|
|
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions):
|
|
|
|
(a)
o
|
|
|
|
(b)
x
|
|
|
|
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
|
|
4.
|
Source
of Funds (See Instructions): AF
|
|
|
|
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e):
|
|
|
|
Not
Applicable
|
|
|
|
|
|
|
6.
|
Citizenship
or Place of Organization:
|
|
|
|
|
|
|
|
Texas
|
|
|
|
|
|
|
|
|
Number
of
|
7.
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Sole Voting Power:
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0
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|
Shares
Beneficially
|
8.
|
Shared Voting Power:
|
4,191,423
|
|
|
Owned
by
|
|
|
|
|
|
Each
Reporting
|
9.
|
Sole Dispositive Power:
|
0
|
|
|
Person
With
|
10.
|
Shared Dispositive Power:
|
4,119,423
|
|
|
|
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
|
|
|
|
(See
Instructions):
Not
Applicable
|
|
|
|
|
|
|
|
|
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|
13.
|
Percent
of Class Represented by Amount in Row (11):
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16.9%*
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|
14.
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Type
of Reporting Person (See Instructions):
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PN
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*Based on
24,379,414
shares of
common stock issued and outstanding as of December 31, 2009, as reported by the
issuer in its Annual Report on Form 10-K filed with the Securities and Exchange
for the period ended October 31, 2009.
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Item
2.
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Identity
and Background.
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Item 2 as
previously filed is hereby amended in its entirety as follows:
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(a)
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The
persons filing this statement (the "Reporting Persons") are Steven R.
Becker ("Becker"), Matthew A. Drapkin (“Drapkin”), BC Advisors, LLC, a
Texas limited liability company ("BCA"), and SRB Management, L.P., a Texas
limited partnership ("SRB Management"). Becker and Drapkin are
the sole members of BCA, which is member managed, and BCA is the sole
general partner of SRB Management. SRB Management is the sole general
partner and investment manager for SRB Greenway Opportunity Fund, L.P., a
Texas limited partnership ("Greenway Opportunity L.P."), SRB Greenway
Opportunity Fund, (QP), L.P., a Texas limited partnership, ("Greenway
Opportunity QP"), and SRB Special Situations I, L.P., a Texas limited
partnership ("Special Situations"). Greenway Opportunity L.P., Greenway
Opportunity QP, and Special Situations are collectively referred to as the
"Greenway Funds."
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(b)
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The
business address of each Reporting Person is 300 Crescent Court, Suite
1111, Dallas, TX 75201.
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(c)
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The
principal business occupation of each of Mr. Becker and Mr. Drapkin is
serving as the co-managing member of BCA. The principal business of
BCA is serving as the general partner of SRB Management. The
principal business of SRB Management is serving as the general partner of,
and investment manager for, the Greenway Funds and other limited
partnerships.
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(d)
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No
Reporting Person has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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No
Reporting Person has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such Reporting Person 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.
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(f)
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Mr.
Becker and Mr. Drapkin are citizens of the United States of
America. The place of organization of all other Reporting
Persons is listed in paragraph (a) of this Item
2.
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Item
3.
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Source
and Amount of Funds or Other
Consideration.
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Item 3 as
previously filed is hereby amended in its entirety as follows:
All funds
used by the Reporting Persons to purchase the reported securities on behalf of
the Greenway Funds have come from the assets of the Greenway
Funds. The aggregate amount of funds used in purchasing the
securities set forth herein was approximately $6,564,000. The shares
of Common Stock and options owned directly by Mr. Drapkin were either purchased
by Mr. Drapkin with his personal funds, or were granted to Mr. Drapkin by the
Issuer in connection with his service as a director of the
Issuer. The shares of Common Stock and options owned directly by Mr.
Becker were granted to him by the Issuer in connection with his service as a
director of the Issuer.
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Item
5.
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Interest in Securities
of the Issuer
.
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Item 5 as previously filed is hereby
amended in its entirety as follows:
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(a)
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The
Reporting Persons are the beneficial owners of an aggregate of 4,181,423
shares of Common Stock. Based upon a total of 24,379,414
outstanding shares of Common Stock, as reported in the Issuer’s Annual
Report on Form 10-K filed with the Securities and Exchange for the period
ended October 31, 2009, the Reporting Persons’ shares represent
approximately 17.1% of the outstanding shares of Common
Stock. Mr. Drapkin directly owns 11,000 shares of Common Stock
and options exercisable for 25,000 shares of Common Stock. Mr.
Becker directly owns 1,000 shares of Common Stock and options exercisable
for 25,000 shares of Common Stock. As general partner of the
Greenway Funds, SRB Management may be deemed to have the shared power to
direct the vote of (and the shared power to dispose of or direct the
disposition of) the shares beneficially owned on behalf of the Greenway
Funds. SRB Management beneficially owns 2,053,169 shares on
behalf of Greenway Opportunity QP, 254,454 shares on behalf of Greenway
Opportunity L.P. and 1,811,800 shares on behalf of Special Situations. As
general partner of SRB Management, BCA may be deemed to have the shared
power to vote or direct the voting of (and the power to dispose or direct
the disposition of) the shares beneficially owned on behalf of the
Greenway Funds, and as co-managing member of BCA, Mr. Drapkin and Mr.
Becker may be deemed to have beneficial ownership of the shares
beneficially owned on behalf of the Greenway Funds. Mr. Becker
disclaims beneficial ownership of any shares of Common Stock directly
owned by Mr. Drapkin, and Mr. Drapkin disclaims beneficial ownership of
any shares of Common Stock directly owned by Mr.
Becker.
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(b)
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As
investment manager of the Greenway Funds, the Reporting Persons have the
shared power to vote and direct the disposition of the reported securities
on behalf of the Greenway Funds.
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(c)
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During
the past 60 days, the Reporting Persons have not purchased any shares of
Common Stock.
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(d)
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The
Greenway Funds have the right to receive the dividends from and the
proceeds from the sale of the reported securities. Greenway
Opportunity Fund (QP), L.P. holds 2,053,169 shares of Common Stock, which
represents approximately 8.4% of the outstanding Common Stock, and SRB
Special Situations I, L.P. holds 1,811,800 shares, which represents
approximately 7.4% of the outstanding Common
Stock.
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Item
6.
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Contracts,
Arrangement, Understanding or Relationships with respect to Securities of
the Issuer.
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Item 6 as previously filed is hereby
amended in its entirety as follows:
Except
for the matters described herein, no Reporting Person has any contract,
arrangement, understanding or relationship with any person with respect to any
securities of the Issuer.
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Item
7.
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Material
to be Filed as Exhibits.
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Item 7 as previously filed is hereby
amended in its entirety as follows:
Exhibit
1: Joint Filing Agreement, dated
February 25, 2010, by and SRB Management, L.P.; BC Advisors, LLC; Steven R.
Becker; and Matthew A. Drapkin.
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.
February
25, 2010
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BC
ADVISORS, LLC
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By:
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/s/ Steven R. Becker
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Steven
R. Becker, Member
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SRB
MANAGEMENT, L.P.
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By: BC
Advisors, LLC, its general partner
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By:
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/s/ Steven R. Becker
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Steven
R. Becker, Member
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/s/ Steven R. Becker
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Steven
R. Becker
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/s/ Matthew Drapkin
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Matthew
Drapkin
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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
EXHIBIT
1
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13D
is, and all subsequent amendments thereto shall be, filed on behalf of each of
the undersigned pursuant to and in accordance with the provisions of Rule
13d-1(k) of Regulation 13D of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended.
Dated
February 25, 2010
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BC
ADVISORS, LLC
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By:
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/s/ Steven R.
Becker
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Steven
R. Becker, Member
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SRB
MANAGEMENT, L.P.
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By: BC
Advisors, LLC, its general partner
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By:
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/s/ Steven R.
Becker
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Steven
R. Becker, Member
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/s/ Steven R. Becker
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Steven
R. Becker
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/s/ Matthew A. Drapkin
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Matthew
A. Drapkin
|
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