UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
Altigen Communications, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
021489109
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(CUSIP Number)
with a copy to:
Mr. Douglass Bermingham Robert G. Minion, Esq.
627 Harris Road Lowenstein Sandler PC
Bedford Hills, New York 10507 65 Livingston Avenue
(212) 307-2660 Roseland, New Jersey 07068
(973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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 Section 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. 021489109
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1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Douglass Bermingham
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC, OO
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5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 723,434*
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Shares Beneficially 8) Shared Voting Power: 0*
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Owned by
Each Reporting 9) Sole Dispositive Power: 723,434*
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Person With 10) Shared Dispositive Power: 0*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 723,434*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
[X]
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13) Percent of Class Represented by Amount in Row (11): 4.8%*
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14) Type of Reporting Person (See Instructions): IN
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* As of April 28, 2006, Douglass Bermingham possesses sole power to vote and
direct the disposition of 723,434 shares of the common stock, $0.001 par value
per share (the "Shares"), of Altigen Communications, Inc., a Delaware
corporation (the "Company"), held by (i) a Delaware limited liability company,
the sole member of which is Mr. Bermingham, (ii) several trusts, the
beneficiaries of which are members of Mr. Bermingham's family, and for which he
serves as the trustee, (iii) Mr. Bermingham's individual retirement account and
(iv) Mr. Bermingham personally. Accordingly, for the purposes of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Act"), Mr.
Bermingham is deemed to beneficially own 723,434 Shares, or 4.8% of the Shares
deemed issued and outstanding as of April 28, 2006. Mr. Bermingham has engaged
in certain discussions with Larry Bursten, holder of 50,000 Shares as of April
28, 2006, with respect to the future of the Company and its various strategic
alternatives. As a result of such conversations, Messrs. Bermingham and Bursten
(the "Parties") may be deemed to have formed a "group" for purposes of Section
13(d) of the Act, and the rules promulgated thereunder. Accordingly, each of the
Parties may be deemed to be the beneficial owner of the Shares beneficially
owned by the other. Each of the Parties expressly disclaims beneficial ownership
of the Shares beneficially owned by the other. Additionally, each of the Parties
expressly disclaims any assertion or presumption that the Parties constitute a
"group." The aggregate number of Shares held by the Parties as of April 28, 2006
is 773,434, or 5.2% of the Shares deemed issued and outstanding as of that date.
See Item 5 of this Schedule 13D for additional information.
Item 1. Security and Issuer.
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The class of equity securities to which this Schedule 13D relates is
the common stock, par value $0.001 per share (the "Shares"), of Altigen
Communications, Inc., a Texas corporation (the "Company"). The principal
executive offices of the Company are located at 4555 Cushing Parkway, Fremont,
CA 94538.
Item 2. Identity and Background.
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The person filing this statement is Douglass Bermingham, whose address
is 627 Harris Road, Bedford Hills, New York 10507. Mr. Bermingham exercises sole
voting and investment authority with respect to the Shares held by (i) a
Delaware limited liability company, the sole member of which is Mr. Bermingham,
(ii) several trusts, the beneficiaries of which are members of Mr. Bermingham's
family, and for which he serves as the trustee, (iii) Mr. Bermingham's
individual retirement account and (iv) Mr. Bermingham personally (collectively,
the "Accounts").
Mr. Bermingham has never been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has he been a party
to any civil proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now 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. Mr. Bermingham is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
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All funds used to purchase the securities of the Company set forth
herein on behalf of the Accounts have come directly from the assets of the
Account holders. The aggregate amount of funds used in making the purchases
reported and/or included in this Schedule 13D was approximately $1,895,397.
Item 4. Purpose of Transaction.
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The acquisition of the securities referred to herein is for investment
purposes on behalf of the Accounts. Except as set forth below, Mr. Bermingham
has no present plans or intentions which relate to or would result in any of the
transactions required to be described in Item 4 of Schedule 13D. Mr. Bermingham
may make further purchases of Shares from time to time and may dispose of any or
all Shares held by the Accounts at any time.
Mr. Bermingham believes that the Shares are undervalued and represent
an attractive investment opportunity. Mr. Bermingham also believes that the
Company should explore its strategic alternatives and may benefit from engaging
an investment bank to do so.
Mr. Bermingham intends to closely evaluate the performance of the
Shares, including but not limited to the continued analysis and assessment of
the Company's business, assets, operations, financial condition, capital
structure, management and prospects. He intends to pursue active discussions
with the Company's existing management with respect to actions which might be
taken by the Company to maximize shareholder value. Depending upon the Company's
financial condition, results of operations, future prospects and other factors
which Mr. Bermingham deems relevant, Mr. Bermingham may, among other things, (i)
communicate with other shareholders of the Company or persons who may desire to
become shareholders of the Company regarding the replacement of the Company's
existing executive officers and/or existing members of the board of directors of
the Company, and/or other matters regarding the management and operation of the
Company, (ii) seek the removal of one or more members of the Company's board of
directors and/or executive officers, (iii) seek expansion of the Company's board
of directors, (iv) solicit proxies, to be used at either the Company's regular
annual meeting of shareholders, or at a special meeting of shareholders, for the
purposes described in clauses (i) and/or (ii) above or for the election of one
or more nominees to the board of directors of the Company, and/or (v) take such
other actions as Mr. Bermingham may determine.
Item 5. Interest in Securities of the Issuer.
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Based upon information set forth in the Company's Quarterly Report on
Form 10-Q/A for the quarterly period ended December 31, 2005, as filed with the
Securities and Exchange Commission on February 21, 2006, there were 14,935,587
Shares issued and outstanding as of February 14, 2006.
As of April 28, 2006, the Accounts held an aggregate of 723,434
Shares. Douglass Bermingham possesses sole power to vote and direct the
disposition of all Shares held in the Accounts. Accordingly, for the purposes of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"),
Mr. Bermingham is deemed to beneficially own 723,434 Shares, or 4.8% of the
Shares deemed issued and outstanding as of April 28, 2006. Mr. Bermingham has
engaged in certain discussions with Larry Bursten, holder of 50,000 Shares as of
April 28, 2006, with respect to the future of the Company and its various
strategic alternatives. As a result of such conversations, Messrs. Bermingham
and Bursten (the "Parties") may be deemed to have formed a "group" for purposes
of Section 13(d) of the Act, and the rules promulgated thereunder. Accordingly,
each of the Parties may be deemed to be the beneficial owner of the Shares
beneficially owned by the other. Each of the Parties expressly disclaims
beneficial ownership of the Shares beneficially owned by the other.
Additionally, each of the Parties expressly disclaims any assertion or
presumption that the Parties constitute a "group." The aggregate number of
Shares held by the Parties as of April 28, 2006 is 773,434, or 5.2% of the
Shares deemed issued and outstanding as of that date.
During the sixty days on or prior to April 28, 2006, the only
transactions in Shares, or securities convertible into, exercisable for or
exchangeable for Shares, by Mr. Bermingham or any other person or entity
controlled by him or any person or entity for which he possesses voting or
investment control over the securities thereof, were the purchases and sales of
Shares detailed in the table below (each of which was effected in an ordinary
brokerage transaction):
(Purchases)
Date Amount Price
03/01/06 8,050 $ 1.7111
03/02/06 150 $ 1.8200
03/03/06 2,000 $ 1.9100
03/06/06 3,500 $ 1.9160
03/08/06 4,300 $ 1.8723
03/09/06 6,650 $ 1.8716
03/10/06 3,000 $ 1.8540
03/23/06 1,000 $ 1.8900
03/23/06 6,000 $ 1.8800
03/23/06 1,750 $ 1.8700
03/24/06 290 $ 1.9200
03/24/06 1,250 $ 1.9100
03/24/06 11,710 $ 1.9000
03/24/06 3,500 $ 1.8900
03/27/06 3,360 $ 1.9500
03/27/06 1,724 $ 1.9265
03/27/06 2,500 $ 1.9000
03/28/06 1,000 $ 1.8900
03/28/06 2,000 $ 1.8750
03/29/06 100 $ 1.9700
03/29/06 9,803 $ 1.9000
03/29/06 4,350 $ 1.8900
03/29/06 100 $ 1.8800
03/29/06 1,900 $ 1.8700
03/29/06 2,321 $ 1.8500
03/31/06 1,000 $ 1.9000
03/31/06 1,150 $ 1.8900
03/31/06 1,300 $ 1.8400
04/04/06 1,200 $ 1.8900
04/04/06 2,500 $ 1.8800
04/05/06 1,000 $ 1.8900
04/05/06 9,500 $ 1.8800
04/06/06 2,000 $ 1.8800
04/07/06 4,500 $ 1.8900
04/10/06 1,000 $ 1.9100
04/11/06 600 $ 1.9000
04/12/06 1,000 $ 1.8700
04/17/06 1,940 $ 1.8700
04/17/06 400 $ 1.7900
04/18/06 2,250 $ 1.8500
04/18/06 1,350 $ 1.8400
04/18/06 1,000 $ 1.8200
04/19/06 500 $ 1.8300
04/20/06 500 $ 1.8200
04/20/06 732 $ 1.7600
04/21/06 618 $ 1.8300
04/24/06 4,650 $ 1.8300
04/25/06 2,000 $ 1.8200
04/25/06 2,000 $ 1.8100
04/25/06 3,000 $ 1.8000
04/26/06 2,100 $ 1.8300
04/26/06 1,000 $ 1.8100
04/26/06 400 $ 1.7800
04/27/06 1,950 $ 1.7700
04/27/06 2,000 $ 1.7600
04/27/06 2,500 $ 1.5500
04/27/06 5,000 $ 1.5200
04/28/06 7,500 $ 1.6100
04/28/06 5,000 $ 1.5600
(Sales)
Date Amount Price
03/14/06 3,578 $ 1.8508
03/14/06 237 $ 1.8400
03/17/06 3,659 $ 1.7700
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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Not applicable. See Item 5 for a description of the relationship
between Messrs. Bermingham and Bursten.
Item 7. Material to be Filed as Exhibits.
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Not applicable.
Signature
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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.
May 11, 2006
/s/ Douglass Bermingham
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Douglass Bermingham
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).