Page 2 of 4 – SEC FilingCUSIP NO. 80908T101
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Robert G. Moses
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX 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
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7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 1,258,345**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
1,258,345**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,258,345**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.53%
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14. TYPE OF REPORTING PERSON
IN
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*See Item 3
**See Item 2 and 5
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to
the common stock, $0.001 par value per share (the “Common Stock”), of
SCIQUEST, INC., a Delaware corporation (the “Issuer”). The address of the
principal executive offices of the Issuer is 3020 Carrington Mill Blvd,
Suite 100, Morrisville, North Carolina, 27560. This Amendment No. 2 amends
and supplements, as set forth below, the information contained in items 1,
3, and 5 of the Schedule 13D filed by the Reporting Persons with respect
to the Issuer on May 31, 2016, as amended by Amendment No. 1 filed by the
Reporting Persons with respect to the Issuer on July 1, 2016 (as so amended,
the “Schedule 13D”).
ITEM 2. IDENTITY AND BACKGROUND.
(a-c, f) This Statement is filed jointly by RGM Capital, LLC (“RGM
Capital”) and Robert G. Moses (together, the “Reporting Persons”). RGM
Capital is a Delaware limited liability company the principal business of
which is serving as investment manager to private investment funds and
separately managed accounts. Mr. Moses is the managing member of RGM Capital
and is a United States citizen. The Reporting Persons’ principal business
address is located at 9010 Strada Stell Court, Suite 105, Naples, FL 34109.
(d-e) Neither of the Reporting Persons has during the last five
years been convicted in any criminal proceeding, or 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.
The source of funds used to purchase the securities reported herein
was the working capital of private investment funds and separately managed
accounts of which RGM Capital is the investment manager. The aggregate funds
used by the Reporting Persons to make the purchases were approximately
$19,313,867.
ITEM 4. PURPOSE OF TRANSACTION.
The securities reported herein were acquired for, and are being held
for, investment purposes by the Reporting Persons on behalf of private
investment funds and separately managed accounts over which the Reporting
Persons have investment discretion. The acquisitions of the securities
reported herein were made in the ordinary course of the Reporting Persons’
business.
The Reporting Persons may take such future actions with respect to
the shares of Common Stock reported herein or other securities of the Issuer
as the Reporting Persons may deem appropriate in light of the circumstances
existing from time to time, which may include further acquisitions of shares
of Common Stock or disposal (subject to the terms of the Voting Agreement
described below) of some or all of the shares of Common Stock currently
beneficially owned by the Reporting Persons or over which the Reporting Persons
in the future acquire beneficial ownership.
In addition, consistent with their investment purpose, the Reporting
Persons may engage in communications with one or more shareholders, officers or
directors of the Issuer, including discussions regarding the Issuer’s
operations and strategic direction.
Any future decision of the Reporting Persons to take any such actions
with respect to the Issuer or its securities will take into account various
factors, including the prospects of the Issuer, general market and economic
conditions, the Voting Agreement, and other factors deemed relevant by the
Reporting Persons.
Voting Agreement
RGM Capital has entered into a Voting Agreement, dated as of May 30,
2016 (the “Voting Agreement”), with AKKR Green Parent, LLC (“Parent”). The
Voting Agreement relates to the Merger Agreement, dated as of May 30, 2016
(the “Merger Agreement”), by and among the Issuer, Parent and AKKR Green
Merger Sub, Inc. (“Merger Sub”), pursuant to which the parties have agreed
that Merger Sub will be merged with and into the Issuer (the “Merger”), with
the Issuer surviving the Merger as a wholly-owned subsidiary of Parent.
Pursuant to the Voting Agreement, RGM Capital has agreed to vote
the shares of Common Stock that it beneficially owned as of May 30, 2016
(the “Shares”) and continues to beneficially own as of the record date for
the special meeting of the Issuer’s stockholders relating to the Merger: (i)
in favor of the Merger Agreement and the Merger; (ii) against any competing
acquisition proposal; and (iii) against any action, proposal, transaction or
agreement that could result in a breach of the Merger Agreement or impede the
Merger. Pursuant to the Voting Agreement, RGM Capital also has waived
appraisal rights with respect to the Merger.
RGM Capital also has agreed pursuant to the Voting Agreement not to
sell or otherwise transfer any Shares, without the consent of Parent, prior to
the later of (i) the day following the record date for the special meeting of
the Issuer’s stockholders relating to the Merger and (ii) July 10, 2016, except
for certain permitted transfers. Such permitted transfers include: (a) one or
more transfers by RGM Capital to any persons prior to July 10, 2016 that in the
aggregate represent no more than 25% of the Shares; and (b) from and after July
10, 2016, one or more transfers by RGM Capital to any persons that in the
aggregate, when taken together with any transfers made pursuant to the
preceding clause (a), represent less than 50% of the Shares.
The Voting Agreement will terminate upon the earliest to occur of: the
effective time of the Merger; the valid termination of the Merger Agreement by
mutual agreement of the parties thereto; the six-month anniversary of the
valid termination of the Merger Agreement for any other reason; and any
amendment of the Merger Agreement to which RGM Capital has not consented that
reduces the amount of consideration payable by Parent and/or Merger Sub under
the Merger Agreement.
The foregoing description of the Voting Agreement is qualified in its
entirety by reference to the full text of the Voting Agreement, the terms of
which are incorporated herein by reference to Exhibit 2 hereto.
Except to the extent that the foregoing may be deemed to be a plan or
proposal, the Reporting Persons does not currently have any plans or proposals
that relate to or would result in any of the actions specified in clause (a)
through (j) of the instructions to Item 4 of Schedule 13D. The Reporting
Persons reserve the right, based on all relevant factors and subject to
applicable law, at any time and from time to time, to review or reconsider
their position, change their purpose, take other actions (including actions
that could involve one or more of the types of transactions or have one or
more of the results described in paragraphs (a) through (j) of the instructions
to Item 4 of Schedule 13D) or formulate and implement plans or proposal with
respect to any of the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b) As of the date hereof, each of the Reporting Persons may be
deemed the beneficial owner of 1,258,345 shares of Common Stock, representing
approximately 4.53% of the outstanding class based upon the 27,808,603 shares
of Common Stock outstanding as of April 30, 2016, as reported in the Issuer’s
Form 10-Q for the quarterly period ended March 31, 2016.
The Reporting Persons share the power to vote or direct the vote,
and to dispose or direct the dispostion, of the 1,258,345 shares of Common
Stock reported herein. Neither Reporting Person has the sole power to vote
or direct the vote, or dispose or direct the disposition, of such shares of
Common Stock.
(c) The following transactions in the Issuer’s Common Stock were
effected by the Reporting Persons since the date of the previous amendment,
Amendment No. 1, filed by the Reporting Persons with respect to the Issuer
on July 1, 2016. All of such transactions represent open market transactions.
Date Type Shares Price/Share
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07/06/2016 Sale 50,000 17.6601
07/07/2016 Sale 100,000 17.6616
07/08/2016 Sale 50,000 17.67
07/11/2016 Sale 300 17.70
07/12/2016 Sale 800,000 17.70
(d-e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The disclosure set forth in Item 4 above is hereby incorporated by
reference in this Item 6.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting
Persons or between such persons and any other person with respect to any
securities of the Issuer, including but not limited to the transfer or voting
of any securities of the Issuer, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
There is filed herewith as Exhibit 1 a written agreement relating to
the filing of joint acquisition statements as required by Section 240.13d-1(k)
under the Securities Exchange Act of 1934, as amended.
The Voting Agreement is filed herewith as Exhibit 2.
