Salary.com,
Inc.
|
(Name
of Issuer)
|
Common
Stock, par value $0.0001 per share
|
(Title
of Class of Securities)
|
794006106
|
(CUSIP
Number)
|
Tushar
Shah
c/o
Kinderhook GP, LLC
One
Executive Drive
Suite
160
Fort
Lee, NJ 07024
201-461-0955
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
|
April
2, 2009
|
(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
[X].
|
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.
|
794006106
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Kinderhook
Partners, LP
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
(a)
|
[_]
|
||
(b)
|
[_]
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS*
|
|
WC
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Delaware
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
7.
|
SOLE
VOTING POWER
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
1,616,070
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
[_]
|
|
1,616,070
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
1,616,070
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN
SHARES*
|
||
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.6%
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
PN
|
CUSIP
No.
|
794006106
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Kinderhook
GP, LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a)
|
[_]
|
||
(b)
|
[_]
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS*
|
|
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Delaware
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
7.
|
SOLE
VOTING POWER
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
1,616,070
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
[_]
|
|
1,616,070
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
1,616,070
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN
SHARES*
|
||
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.6%
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
OO
|
CUSIP
No.
|
794006106
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Tushar
Shah
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a)
|
[_]
|
||
(b)
|
[_]
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS*
|
|
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
United
States of America
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
7.
|
SOLE
VOTING POWER
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
1,616,070
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
[_]
|
|
1,616,070
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
1,616,070
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN
SHARES*
|
||
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.6%
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
IN,
HC
|
CUSIP
No.
|
794006106
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Stephen
J. Clearman
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a)
|
[_]
|
||
(b)
|
[_]
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS*
|
|
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
United
States of America
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
7.
|
SOLE
VOTING POWER
|
|
0
|
8.
|
SHARED
VOTING POWER
|
|
1,616,070
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED
DISPOSITIVE POWER
|
[_]
|
|
1,616,070
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
1,616,070
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN
SHARES*
|
||
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.6%
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
IN,
HC
|
CUSIP
No.
|
794006106
|
||
Item
1.
|
Security
and Issuer.
|
This
statement on Schedule 13D relates to the shares of common stock, par value
$0.0001 per share (the “Common Stock”) of Salary.com, Inc., a Delaware
corporation (the “Issuer”), and is being filed pursuant to Rule 13d-1
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The principal executive offices of the Issuer are
located at 195 West Street, Waltham, Massachusetts
02451.
|
||
Item
2.
|
Identity
and Background.
|
|
(a)
|
This
Schedule 13D is being filed by Kinderhook Partners, LP, a Delaware limited
partnership (the “Partnership”), Kinderhook GP, LLC, a Delaware limited
liability company and the general partner of the Partnership (“General
Partner”), Tushar Shah, the co-managing member of the General Partner
(“Mr. Shah”) and Stephen J. Clearman, the co-managing member of the
General Partner (“Mr. Clearman”) (Partnership, General Partner, Mr. Shah
and Mr. Clearman, collectively the “Reporting Persons”).
|
(b)
|
The
principal business address for each of the Reporting Persons
is:
c/o
Kinderhook GP, LLC
One
Executive Drive
Suite
160
Fort
Lee, NJ 07024
|
(c)
|
The
principal business of the Partnership is to serve as a private investment
vehicle. The principal business of the General Partner is to
serve as general partner to the Partnership. The principal
occupations of Mr. Shah and Mr. Clearman are investment
management.
|
Mr.
Shah and Mr. Clearman are the co-managing members of the General Partner
responsible for making investment decisions with respect to the
Partnership and, as a result, Mr. Shah and Mr. Clearman may be deemed to
control such entities. Accordingly, Mr. Shah and Mr. Clearman may be
deemed to have a beneficial interest in the shares of Common Stock by
virtue of his indirect control of the Partnership’s and the General
Partner’s power to vote and/or dispose of the shares of Common Stock. Mr.
Shah and Mr. Clearman disclaim beneficial ownership of the shares of
Common Stock except to the extent of his respective pecuniary interest, if
any, therein.
|
(d),
(e)
|
None
of the Reporting Persons has, during the last five years, been (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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 violations
with respect to such laws.
|
(f)
|
The
citizenship of each Reporting Person is as follows:
Partnership:
Delaware limited partnership;
General
Partner: Delaware limited liability company;
Mr.
Shah: Citizen of the United States of America; and
Mr. Clearman:
Citizen of the United States of
America.
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
|
The
funds used for the acquisition of the shares of Common Stock came from the
working capital of the various funds and managed accounts of the Reporting
Persons.
|
||
No
borrowed funds were used to purchase the shares of Common Stock, other
than any borrowed funds used for working capital purposes in the ordinary
course of business.
|
||
Item
4.
|
Purpose
of Transaction.
|
|
The
Reporting Persons have acquired their Common Stock of the Issuer for
investment. The Reporting Persons have no plans or
proposals as of the date of this filing which, other than as expressly set
forth below, would relate to or would result in: (a) any extraordinary
corporate transaction involving the Issuer; (b) any material change in the
present capitalization or dividend policy of the Issuer; (c) any material
change in the operating policies or corporate structure of the Issuer; (d)
any change in the Issuer’s charter or by-laws; (e) the Common Stock of the
Issuer ceasing to be authorized to be quoted on the Nasdaq Global Market;
or (f) causing the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange
Act.
|
||
The
Reporting Persons may be in contact with members of the Issuer’s
management, board of directors, significant shareholders and others
regarding alternatives that the Issuer could employ to maximize
shareholder value, including the replacement of members of the Issuer’s
board of directors. Attached as Exhibit 2 is a
letter dated April 3, 2009 from the Partnership to the Issuer’s board of
directors, agreeing with the views of another shareholder that the board
should include new directors who will represent the interests of those who
have material shareholdings in the Issuer.
|
||
The
Reporting Persons further reserve the right to act in concert with any
other shareholders of the Issuer, or other persons, for a common purpose
should they determine to do so, and/or to recommend courses of
action to management and the shareholders of the
Issuer.
|
||
Item
5.
|
Interest
in Securities of the Issuer.
|
|
(a),
(b)
|
According
to the Issuer’s most recent report on Form 10-Q, there were 16,793,397
shares issued and outstanding as of February 1, 2009. Based on
such information, the Reporting Persons report beneficial ownership of the
following shares of Common Stock:
|
|
The
Partnership reports beneficial ownership of 1,616,070 shares of Common
Stock, representing 9.6% of the Common Stock
outstanding.
|
||
The
Partnership has the sole power to vote or direct the vote of 0 shares of
Common Stock; has the shared power to vote or direct the vote of 1,616,070
shares of Common Stock; has sole power to dispose or direct the
disposition of 0 shares of Common Stock; and has shared power to dispose
or direct the disposition of 1,616,070 shares of Common
Stock.
|
||
The
Partnership specifically disclaims beneficial ownership in the shares of
Common Stock reported herein except to the extent of its pecuniary
interest therein.
|
||
The
General Partner reports beneficial ownership of 1,616,070 shares of Common
Stock, representing 9.6% of the Common Stock
outstanding.
|
||
The
General Partner has the sole power to vote or direct the vote of 0 shares
of Common Stock; has the shared power to vote or direct the vote of
1,616,070 shares of Common Stock; has sole power to dispose or direct the
disposition of 0 shares of Common Stock; and has shared power to dispose
or direct the disposition of 1,616,070 shares of Common
Stock.
|
||
The
General Partner specifically disclaims beneficial ownership in the shares
of Common Stock reported herein except to the extent of its pecuniary
interest therein, if any.
|
||
Mr.
Shah may be deemed to be the beneficial owner of 1,616,070 shares of
Common Stock, representing 9.6% of the Common Stock
outstanding
|
||
Mr.
Shah has the sole power to vote or direct the vote of 0 shares of Common
Stock; has the shared power to vote or direct the vote of 1,616,070 shares
of Common Stock; has sole power to dispose or direct the disposition of 0
shares of Common Stock; and has shared power to dispose or direct the
disposition of 1,616,070 shares of Common Stock.
|
||
Mr.
Shah specifically disclaims beneficial ownership in the shares of Common
Stock reported herein except to the extent of his pecuniary interest
therein, if any.
|
||
Mr.
Clearman may be deemed to be the beneficial owner of 1,616,070 shares of
Common Stock, representing 9.6% of the Common Stock
outstanding
|
||
Mr.
Clearman has the sole power to vote or direct the vote of 0 shares of
Common Stock; has the shared power to vote or direct the vote of 1,616,070
shares of Common Stock; has sole power to dispose or direct the
disposition of 0 shares of Common Stock; and has shared power to dispose
or direct the disposition of 1,616,070 shares of Common
Stock.
|
||
Mr.
Clearman specifically disclaims beneficial ownership in the shares of
Common Stock reported herein except to the extent of his pecuniary
interest therein, if any.
|
||
(c)
|
As
of the date hereof, no transactions in the Common Stock were effected by
the Reporting Persons during the past 60 days.
|
|
(d)
|
No
person other than the Reporting Persons is known to have the right to
receive, or the power to direct the receipt of, dividends from, or
proceeds from the sale of, the Shares reported in this Schedule
13D.
|
|
(e)
|
Not
applicable.
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
To
the best knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among
the persons named in Item 2 with respect to any securities of the
Issuer.
|
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
1.
|
Joint
Acquisition Statement
|
|
2.
|
Letter
dated April 3, 2009
|
|
KINDERHOOK
PARTNERS, LP*
By: _/s/ Stephen J.
Clearman_
Name:
Stephen J. Clearman
Title:
Managing Member
|
|
KINDERHOOK
GP, LLC*
By: /s/ Stephen J.
Clearman
Name:
Stephen J. Clearman
Title:
Managing Member
|
|
/s/ Tushar
Shah*
Name:
Tushar Shah
|
|
/s/ Stephen J.
Clearman*
Name:
Stephen J. Clearman
|
KINDERHOOK
PARTNERS, LP*
By: /s/ Stephen J.
Clearman
Name:
Stephen J. Clearman
Title:
Managing Member
|
|
KINDERHOOK
GP, LLC*
By: /s/ Stephen J.
Clearman
Name:
Stephen J. Clearman
Title:
Managing Member
|
|
/s/ Tushar
Shah*
Name:
Tushar Shah
|
|
/s/ Stephen J.
Clearman*
Name:
Stephen J. Clearman
|
Very
truly yours,
|
|
KINDERHOOK
PARTNERS, LP
|
|
By: /s/ Tushar
Shah
|
|
Name:
Tushar Shah
|
|
Title: Managing
Member
|