SEC Info - Pathfinder Ventures II LLC, et al. - ‘SC 13D’ on 10/3/03 re: Vertical Communications, Inc.

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Pathfinder Ventures II LLC, et al. – ‘SC 13D’ on 10/3/03 re: Vertical Communications, Inc.

On: Friday, 10/3/03, at 4:54pm ET · Accession #: 950138-3-542 · File #: 5-41833

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/03/03  Pathfinder Ventures II LLC        SC 13D                 1:18K  Vertical Communications, Inc.     Bryan Cave LLP 01/FA
          Rrs Ventures, L.L.C.
          Steven C. Zahnow

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Misc\2003\Sept 13D - Artisoft-Pathfinder               7     34K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
5	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits

SC 13D 1st Page of 7 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934 
 (Amendment No. )*

Artisoft, Inc.
----------------
(Name of Issuer)

Common Stock, $.01 par value
------------------------------
(Title of Class of Securities)

 04314L 20 5
 -----------
(CUSIP Number)

Pathfinder Ventures II, L.L.C.
  c/o RRS Ventures, L.L.C.
4131 N. 24th Street, Suite C-207
Phoenix, Arizona 85016
Attn: Steven C. Zahnow
Tel: (602) 553-2744 

(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

September 10, 2003
------------------
(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 which is the subject of this Schedule 13D, and is filing 
this schedule because of Rule 13d-1(b)(3) or (4), check the following box:      
[ ].                                                                            

     Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the 
Exchange Act (however, see the Notes).                                          

SC 13D 2nd Page of 7 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP NO. 04314L 20 5                  13D                                      

_____________________________________________________________________________   
1    NAME OF REPORTING PERSONS                                                  
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS                   

Pathfinder Ventures II, L.L.C.                                        
_____________________________________________________________________________   
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a) [X]             
                                               (b) [ ]
_____________________________________________________________________________   
3    SEC USE ONLY                                                               
_____________________________________________________________________________   
4    SOURCE OF FUNDS*                                                           

WC (See Item 3)                                                       
_____________________________________________________________________________   

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT          
  TO ITEM 2(d) or 2(e)                                                 [ ]
_____________________________________________________________________________   

6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware                                                              
_____________________________________________________________________________   
NUMBER OF      7    SOLE VOTING POWER                                           

SHARES              N/A                                                         
            ______________________________________________________________
BENEFICIALLY   8    SHARED VOTING POWER                                         

OWNED BY            270,545 (See Item 5)                                        
            ______________________________________________________________
EACH           9    SOLE DISPOSITIVE POWER                                      

REPORTING           N/A                                                         
            ______________________________________________________________
PERSON         10   SHARED DISPOSITIVE POWER                                    

WITH                270,545 (See Item 5)                                        
_____________________________________________________________________________   
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                   

270,545 (See Item 5)                                                
_____________________________________________________________________________   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     
                                                                       [ ]
_____________________________________________________________________________   
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

7.4% (See Item 5)                                                     
_____________________________________________________________________________   

14   TYPE OF REPORTING PERSON                                                   

CO                                                                    
_____________________________________________________________________________   

 2

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CUSIP NO. 04314L 20 5                  13D                                      

_____________________________________________________________________________   
1    NAME OF REPORTING PERSONS                                                  
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS                   

RRS Ventures, L.L.C.                                                  
_____________________________________________________________________________   
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a) [X]             
                                               (b) [ ]
_____________________________________________________________________________   
3    SEC USE ONLY                                                               
_____________________________________________________________________________   
4    SOURCE OF FUNDS*                                                           

N/A                                                                   
_____________________________________________________________________________   

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT          
  TO ITEM 2(d) or 2(e)                                                 [ ]
_____________________________________________________________________________   

6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Arizona                                                               
_____________________________________________________________________________   
NUMBER OF      7    SOLE VOTING POWER                                           

SHARES              N/A                                                         
            ______________________________________________________________
BENEFICIALLY   8    SHARED VOTING POWER                                         

OWNED BY            270,545 (See Item 5)                                        
            ______________________________________________________________
EACH           9    SOLE DISPOSITIVE POWER                                      

REPORTING           N/A                                                         
            ______________________________________________________________
PERSON         10   SHARED DISPOSITIVE POWER                                    

WITH                270,545 (See Item 5)                                        
_____________________________________________________________________________   
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                   

270,545 (See Item 5)                                                
_____________________________________________________________________________   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     
                                                                       [ ]
_____________________________________________________________________________   
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

7.4% (See Item 5)                                                     
_____________________________________________________________________________   

14   TYPE OF REPORTING PERSON                                                   

CO                                                                    
_____________________________________________________________________________   

 3

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CUSIP NO. 04314L 20 5                  13D                                      

_____________________________________________________________________________   
1    NAME OF REPORTING PERSONS                                                  
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS                   

Steven C. Zahnow                                                      
_____________________________________________________________________________   
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a) [X]             
                                               (b) [ ]
_____________________________________________________________________________   
3    SEC USE ONLY                                                               
_____________________________________________________________________________   
4    SOURCE OF FUNDS*                                                           

N/A                                                                   
_____________________________________________________________________________   

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT          
  TO ITEM 2(d) or 2(e)                                                 [ ]
_____________________________________________________________________________   

6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Arizona                                                               
_____________________________________________________________________________   
NUMBER OF      7    SOLE VOTING POWER                                           

SHARES              122,032 (See Item 5)                                        
            ______________________________________________________________
BENEFICIALLY   8    SHARED VOTING POWER                                         

OWNED BY            270,545 (See Item 5)                                        
            ______________________________________________________________
EACH           9    SOLE DISPOSITIVE POWER                                      

REPORTING           122,032 (See Item 5)                                        
            ______________________________________________________________
PERSON         10   SHARED DISPOSITIVE POWER                                    

WITH                270,545 (See Item 5)                                        
_____________________________________________________________________________   
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                   

392,577 (See Item 5)                                                
_____________________________________________________________________________   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     
                                                                       [ ]
_____________________________________________________________________________   
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

9.9% (See Item 5)                                                     
_____________________________________________________________________________   

14   TYPE OF REPORTING PERSON                                                   

IN                                                                    
_____________________________________________________________________________   

 4

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CUSIP NO. 04314L 20 5                  13D                                      

Item 1. Security and Issuer.                                                    

   This Schedule 13D is filed in connection with the shares of common stock,
par value $.01 per share (the "Common Stock"), of Artisoft, Inc., a Delaware    
corporation (the "Company"), with its principal executive offices at 5 Cambridge
Center, Cambridge, MA 02142.                                                    

     This Schedule 13D is filed to report that on September 10, 2003, Pathfinder
Ventures II, L.L.C., a Delaware limited liability company ("Pathfinder"),       
acquired: (i) 1,400,000 shares of the Company's Series C Preferred Stock (the   
"Shares") which are convertible into shares of Common Stock and (ii) a warrant  
to acquire 1,400,000 shares of Common Stock (the "Warrant") pursuant to that    
certain Purchase Agreement (the "Purchase Agreement") dated June 27, 2003 as    
amended among the Company and the investors named therein. The number of shares 
of Common Stock that Pathfinder may acquire upon conversion of the Shares and   
exercise of the Warrant is limited to the extent necessary to ensure that,      
following such conversion or exercise (as applicable), the total number of      
shares of Common Stock then beneficially owned by Pathfinder and its affiliates 
and any other persons and entities whose beneficial ownership of Common Stock   
would be aggregated with Pathfinder for purposes of Section 13(d) of the        
Securities Exchange Act of 1934, as amended, does not exceed 9.999% of the total
number of issued and outstanding shares of Common Stock following such          
conversion or exercise (as applicable).                                         

Item 2. Identity and Background.                                                

(a)(b)    Pathfinder Ventures II, L.L.C.                              
c/o RRS Ventures, L.L.C.                          
4131 N. 24th Street, Suite C-207                  
Phoenix, Arizona 85016                            
Attn: Steven C. Zahnow                            

RRS Ventures, L.L.C.                              
4131 N. 24th Street, Suite C-207                  
Phoenix, Arizona 85016                            
Attn: Steven C. Zahnow                            

Steven C. Zahnow                                  
4131 N. 24th Street, Suite C-207                  
Phoenix, Arizona 85016                            

          Pathfinder, RRS Ventures, L.L.C. ("RRS"), and Mr. Zahnow are
             collectively referred to in this Schedule 13D as the "Reporting
             Persons." RRS is the managing member of Pathfinder. Pursuant to
        the Purchase Agreement, Mr. Zahnow has been elected to the
Company's Board of Directors.                     

          R. Randy Stolworthy is the President of Nepo Corporation, an
           Arizona corporation ("Nepo"), which is the general partner of
      Starone Holdings Limited Partnership, an Arizona limited
            partnership ("Starone"), which, together with Mr. Zahnow, is a
            co-manager of RRS. The address for each of Nepo and Starone is
               Pathfinder Ventures II, L.L.C., c/o RRS Ventures, L.L.C., 4131 N.
               24th Street, Suite C-207, Phoenix, Arizona 85016, Attn: Steven C.
Zahnow.                                           

   (c)       The principal business of the Reporting Persons is investing in
securities and other investment instruments.      

  (d)(e)    During the last five years, none of the persons listed in Item
          2(a) have been convicted in a criminal proceeding (excluding
              traffic violations or similar misdemeanors) 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.                             

    (f)       Pathfinder is a limited liability company organized in the state
              of Delaware. RRS is a limited liability company organized in the
               state of Arizona. Mr. Zahnow is a citizen of the United States of
America.                                          

5 

Item 3. Source and Amount of Funds or Other Consideration.                      

     All funds utilized by Pathfinder to acquire the Shares and the Warrant were
derived from investment capital of Pathfinder and were payable in immediately   
available funds.                                                                

Item 4. Purpose of Transaction.                                                 

    The Reporting Persons acquired the securities described herein, and intend
to continue to evaluate the performance of such securities as an investment, in 
the ordinary course of its business. In pursuing this investment objective, the 
Reporting Persons analyze the operations, capital structure and markets of the  
companies in which they invest, including the Company, on a continuous basis    
through analysis of documentation and discussions with knowledgeable industry   
and market observers and with representatives of such companies (often at the   
invitation of management). Depending on such assessments, one or more of the    
Reporting Persons may acquire additional securities of the Company or may       
determine to sell or otherwise dispose of all or some of the securities held by 
it. Whether any of the Reporting Persons actually effects such sales will depend
on its continuing evaluation of the diversity of its investment portfolio, as   
well as the price level and trading uncertainties of the securities, available  
opportunities to dispose of the securities, conditions in the securities markets
and general economic and industry conditions. These sales may take place in the 
open market, through privately negotiated transactions with third parties, or   
through any other manner permitted by applicable law.                           

   None of the Reporting Persons, or any executive officer or control person
thereof, has any current plans or proposals with respect to any of the items    
described in (a) through (j) of Item 4.                                         

Item 5. Interest in Securities of the Issuer                                    

  (a)(b)    Pathfinder may be deemed to be the beneficial owner of 270,545
          shares of Common Stock, representing 7.4% of the outstanding
               shares of Common Stock (based on 3,655,620 shares of Common Stock
               outstanding, as reported by the Company). The number of shares of
             Common Stock that Pathfinder may acquire upon conversion of the
         Shares and exercise of the Warrant is limited to the extent
             necessary to ensure that, following such conversion or exercise
              (as applicable), the total number of shares of Common Stock then
               beneficially owned by Pathfinder and its affiliates and any other
             persons and entities whose beneficial ownership of Common Stock
               would be aggregated with Pathfinder for purposes of Section 13(d)
          of the Securities Exchange Act of 1934, as amended, does not
         exceed 9.999% of the total number of issued and outstanding
              shares of Common Stock following such conversion or exercise (as
applicable).                                      

              As managing member of Pathfinder, RRS has dispository and voting
               power with respect to the 270,545 shares of Common Stock reported
           in this Schedule 13D and may be deemed to be, for purposes of
               Rule 13d-3 of the Exchange Act, a beneficial owner of such shares
             of Common Stock, representing 7.4% of the outstanding shares of
     Common Stock (based on 3,655,620 shares of Common Stock
outstanding, as reported by the Company).         

               Mr. Zahnow may also be deemed to be the beneficial owner over the
           following: (i) 2,000 shares of Common Stock owned personally,
            (ii) 32 shares of Common Stock owned by Mr. Zahnow's children,
               (iii) 100,000 shares of Common Stock owned by Zahnow Partners, LP
          (Mr. Zahnow is the managing member of the general partner of
           Zahnow Partners, L.P.) and (iv) 20,000 shares of Common Stock
            owned by Pathfinder Ventures, L.L.C. over which Mr. Zahnow has
         voting and dispositive control. Mr. Zahnow may therefore be
           deemed to be the beneficial owner of 392,577 shares of Common
          Stock representing, 9.9% of the outstanding shares of Common
              Stock (based on 3,655,620 shares of Common Stock outstanding, as
reported by the Company).                         

    (c)       No Reporting Person, or any of its executive officers, directors
              or control persons, have effected any transactions in the Common
             Stock during the past sixty days other than the consummation of
      the transactions contemplated by the Purchase Agreement.

(d)       Not applicable.                                             

(e)       Not applicable.                                             

6 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer                                        

See Items 1 and 2.                                                    

Item 7. Material to be Filed as Exhibits                                        

Not applicable.                                                       

7 

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CUSIP NO. 04314L 20 5                  13D                                      

Signatures

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: October 1, 2003                                                          

                                        PATHFINDER VENTURES II, L.L.C.

                                  By: RRS VENTURES, L.L.C.

                                        ------------------------------
                                   Steven C. Zahnow, Manager

                              RRS VENTURES, L.L.C.

                                      ----------------------------
                                   Steven C. Zahnow, Manager

                                      ----------------------------
                          Steven C. Zahnow

8 

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JOINT FILING AGREEMENT

     In accordance with rule 13d-1(k)(1) of the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with each other of 
the attached statement on Schedule 13D, and all amendments thereto, and that    
such statement, and all amendments thereto, is made on behalf of each of them.  

IN WITNESS WHEREOF, the undersigned hereby execute this agreement on  
October 1, 2003.                                                                

                                        PATHFINDER VENTURES II, L.L.C.

                                  By: RRS VENTURES, L.L.C.

                                        ------------------------------
                                   Steven C. Zahnow, Manager

                              RRS VENTURES, L.L.C.

                                        ------------------------------
                                   Steven C. Zahnow, Manager

                                      ----------------------------
                          Steven C. Zahnow

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	10/3/03			8-K
	10/1/03	6	7
	9/10/03	1	5	4, 8-K
	6/27/03	5		8-K
				List all Filings

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Filing Submission 0000950138-03-000542 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Pathfinder Ventures II LLC, et al. – ‘SC 13D’ on 10/3/03 re: Vertical Communications, Inc.

On: Friday, 10/3/03, at 4:54pm ET · Accession #: 950138-3-542 · File #: 5-41833

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents