efc14-658_fmsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
TIGERLOGIC CORPORATION
(Name of Issuer)
Common Stock, $0.10 par value per share
(Title of Class of Securities)
8867EQ101
(CUSIP Number)
Mark Whatley
c/o Sidley Austin LLP
555 California Street
Suite 2000
San Francisco, CA 94104
(415) 772-1239
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 26, 2014
(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. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 the disclosures provided in a prior cover page.
The information required in 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).
SCHEDULE 13D
| CUSIP No: 8867EQ101 |
Page 2 of 7 Pages |
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1.
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Names of Reporting Persons.
ASTORIA CAPITAL PARTNERS, L.P.
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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| 4. |
Source of Funds (See Instructions)
OO
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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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6.
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Citizenship or Place of Organization
California
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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7.
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Sole Voting Power
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0
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8.
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Shared Voting Power
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|
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
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11.
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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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13.
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Percent of Class Represented by Amount in Row (11)
48.1%
|
|
14.
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Type of Reporting Person:
PN
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SCHEDULE 13D
| CUSIP No: 8867EQ101 |
Page 3 of 7 Pages |
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1.
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Names of Reporting Persons.
ASTORIA CAPITAL MANAGEMENT, INC.
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|
2.
|
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
|
|
3.
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SEC Use Only
|
| 4. |
Source of Funds (See Instructions)
OO
|
| 5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|
6.
|
Citizenship or Place of Organization
California
|
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
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Sole Voting Power
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0
|
|
8.
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Shared Voting Power
|
|
|
9.
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Sole Dispositive Power
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|
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10.
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Shared Dispositive Power
|
|
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
48.3%
|
|
14.
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Type of Reporting Person:
CO, IA
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SCHEDULE 13D
| CUSIP No: 8867EQ101 |
Page 4 of 7 Pages |
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1.
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Names of Reporting Persons.
RICHARD W. KOE
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2.
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3.
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SEC Use Only
|
| 4. |
Source of Funds (See Instructions)
OO
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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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6.
|
Citizenship or Place of Organization
United States
|
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting Power
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0
|
|
8.
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Shared Voting Power
|
|
|
9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
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11.
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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)
[ ]
|
|
13.
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Percent of Class Represented by Amount in Row (11)
48.3%
|
|
14.
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Type of Reporting Person:
IN, HC
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Item 1.
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Security and Issuer
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This Amendment No. 20 to Schedule 13D (“Schedule”) relates to shares of common stock, $0.10 par value (the “Common Stock”), of TigerLogic Corporation (the “Issuer”). The principal executive office of the Issuer is 2855 Michelle Drive, Suite 190, Irvine, CA 92606.
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Item 4.
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Purpose of Transaction
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Item 4 of the Schedule is hereby amended and supplemented as follows:
On September 25, 2014, the Issuer announced that its Board of Directors (the “Board”) had elected a new Chairman to replace Richard Koe (“Koe”) in that role, effective September 23, 2014. Koe will continue to serve as a Director on the Board. Additional details concerning Koe’s replacement as Chairman of the Board are available in the Form 8-K filed by the Issuer on September 25, 2014.
In the wake of that change, on September 26, 2014, the Reporting Persons sent a letter to the Issuer requesting that the Board extend to October 30, 2014, the deadline for the Reporting Persons to submit business proposals at the Issuer’s upcoming Annual Meeting of Stockholders. The Reporting Persons had begun discussions with the Issuer’s Board regarding the strategic direction of the Issuer and maximizing shareholder value and wish to continue those discussions without the pressure of an imminent deadline for submitting proposals, should it wish to make such a submission. On September 30, 2014, the Board adopted a resolution to amend its Amended and Restated Bylaws to provide for a one-time extension of the deadline for all stockholders to submit business proposals at the Issuer’s upcoming Annual Meeting of Stockholders. Additional details concerning the deadline extension are available in the Form 8-K filed by the Issuer on September 30, 2014. The Reporting Persons intend to discuss with the Board all aspects of the Issuer’s plans and governance that the Board and the Reporting Persons consider appropriate.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Schedule is hereby amended and supplemented as follows:
The response to Item 4 of this Amendment No. 20 to the Schedule is incorporated by reference herein.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit 1: Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G
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.
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ASTORIA CAPITAL PARTNERS L.P.
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By: |
Astoria Capital Management, Inc., its General Partner |
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By:
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/s/ Richard W. Koe |
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Name: |
Richard W. Koe |
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Title: |
President |
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ASTORIA CAPITAL MANAGEMENT, INC.
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By:
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/s/ Richard W. Koe |
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Name: |
Richard W. Koe |
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Title: |
President |
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October 1, 2014
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
EXHIBIT 1
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the common stock of TigerLogic Corporation. For that purpose, the undersigned hereby constitute and appoint Richard W. Koe as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.
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ASTORIA CAPITAL PARTNERS L.P.
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By: |
Astoria Capital Management, Inc., its General Partner |
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By:
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/s/ Richard W. Koe |
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Name: |
Richard W. Koe |
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Title: |
President |
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ASTORIA CAPITAL MANAGEMENT, INC.
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By:
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/s/ Richard W. Koe |
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Name: |
Richard W. Koe |
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Title: |
President |
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October 1, 2014