SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )
CAM COMMERCE SOLUTIONS, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
131916108
(CUSIP NUMBER)
July 15, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
NAME OF REPORTING PERSONS: Paul J. Glazer
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER 12,080
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------------------------
SHARED VOTING POWER 203,765
-------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER 12,080
--------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER 203,765
--------------------------------------------------------------------------------
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,845
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
CAM COMMERCE SOLUTIONS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
CAM Commerce Solutions, Inc.
17075 Newhope Street, Suite A
Fountain Valley, California 92708
Item 2(a). Name of Persons Filing:
This Schedule 13G is being filed with respect to
shares of Common Stock of the Issuer which are
beneficially owned by Paul Glazer and Glazer Capital,
LLC ("GCL" and together with Paul Glazer, the
"Reporting Persons").
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address of the Reporting Persons is:
237 Park Avenue
Suite 900
New York, New York 10017
Item 2(c). Citizenship:
Mr. Glazer is a citizen of the United States of
America. GCL is a Delaware limited liability company.
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value
Item 2(e). CUSIP Number:
131916108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a: Not Applicable
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange
Act;
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Exchange Act;
(e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company or Control Person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] Saving Association as defined in Section 3(b) of The Federal
Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an Investment
Company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Sec. 240.13d-1(c), check this box [ x ].
Item 4. Ownership.
(a) Amount beneficially owned: 215,845
(b) Percent of Class: 5.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 12,080
(ii) Shared power to vote or to direct the vote: 203,765
(iii) Sole power to dispose or direct the disposition of: 12,080
(iv) Shared power to dispose or to direct the disposition of: 203,765
|
As calculated in accordance with Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, Paul J. Glazer beneficially
owns 215,845 shares of the Issuers Common Stock (Common Stock),
representing 5.2% of the Common Stock. Mr. Glazer does not
directly own any shares of Common Stock, but he does indirectly
own 215,845 shares of Common Stock in his capacity as (i) the managing
member of Paul J. Glazer, LLC, a Delaware limited liability company,
which in turn serves as the general partner of Glazer Capital Management,
L.P., a Delaware limited partnership (GCM) and (ii) the managing member
of Glazer Capital, LLC (GCL) which in turn serves as the investment
manager of Glazer Offshore Fund, Ltd., a Cayman Islands corporation
(GOF). In addition, GCL manages on a discretionary basis separate
accounts for three unrelated entities that own shares of Common Stock
(collectively, the Separate Accounts). Although Mr. Glazer does not
directly own any shares of Common Stock, Mr. Glazer is deemed to
beneficially own the 215,845 shares of Common Stock held by GOF, GCM and
the Separate Accounts
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Each of GCM, GOF and the Separate Accounts has the
right to receive dividends and the proceeds from the
sale of the shares of Common Stock held by such
person.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
See Exhibit B hereof.
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
Dated: July 25, 2008
PAUL J. GLAZER
By: /s/ Paul J. Glazer
--------------------------
Name: Paul J. Glazer
|
GLAZER CAPITAL, LLC
By: /s/ Paul J. Glazer
--------------------------
Name: Paul J. Glazer
Title: Managing Member
|
Exhibit A
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all amendments
thereto, relating to the Common Stock of CAM COMMERCE SOLUTIONS, INC.
shall be filed on behalf of the undersigned.
PAUL J. GLAZER
/s/ Paul J. Glazer
----------------------
Name: Paul J. Glazer
|
GLAZER CAPITAL, LLC
By: /s/ Paul J. Glazer
--------------------------
Name: Paul J. Glazer
Title: Managing Member
|
Exhibit B
Due to the relationships between them, the reporting persons hereunder
may be deemed to constitute a "group" with one another for purposes of Section
13(d)(3) of the Securities Exchange Act of 1934.
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