UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Marlborough Software Development Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
571038108
(CUSIP Number)
Alexander B. Washburn
c/o Columbia Pacific Advisors, LLC
1910 Fairview Avenue East, Suite 200
Seattle, Washington 98102-3620
(206) 728-9063
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 8, 2013
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [X]
* 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).
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CUSIP No. 571038108 Schedule 13D Page 2 of 12
1 NAMES OF REPORTING PERSONS
Columbia Pacific Opportunity Fund, L.P. (1)
IRS Identification No. of Above Person (entities only)
20-8451143
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
5 SOLE VOTING POWER
NUMBER OF 2,156,331 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,156,331 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,156,331
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.96% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1) The filing of this joint Schedule 13D shall not be construed as an admission
that any of the Reporting Persons are, for purposes of Section 13(d) or 13(g) of
the Act, the beneficial owner of any securities covered by the statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote
of, and to dispose or direct the disposition of, the 2,156,331 shares of Common
Stock owned by Columbia Pacific Opportunity Fund, L.P.
(3) Based on 10,801,609 shares of Common Stock outstanding as of March 15, 2013
as reported on the Company's Form 10-K for the period ended December 31, 2012,
as filed on April 1, 2013.
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CUSIP No. 571038108 Schedule 13D Page 3 of 12
1 NAMES OF REPORTING PERSONS
Columbia Pacific Advisors, LLC (1)
IRS Identification No. of Above Person (entities only)
20-8051301
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
5 SOLE VOTING POWER
NUMBER OF 2,272,220 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,272,220 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,220
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.04% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
(1) The filing of this joint Schedule 13D shall not be construed as an admission
that any of the Reporting Persons are, for purposes of Section 13(d) or 13(g) of
the Act, the beneficial owner of any securities covered by the statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote
of, and to dispose or direct the disposition of, the 2,272,220 shares of Common
Stock to which this Schedule 13D relates.
(3) Based on 10,801,609 shares of Common Stock outstanding as of March 15, 2013
2012, as reported on the Company's Form 10-K for the period ended December 31,
2012, as filed on April 1, 2013.
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CUSIP No. 571038108 Schedule 13D Page 4 of 12
1 NAMES OF REPORTING PERSONS
Alexander B. Washburn (1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF 2,272,220 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,272,220 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,220
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.04% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
(1) The filing of this joint Schedule 13D shall not be construed as an admission
that any of the Reporting Persons are, for purposes of Section 13(d) or 13(g) of
the Act, the beneficial owner of any securities covered by the statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote
of, and to dispose or direct the disposition of, the 2,272,220 shares of Common
Stock to which this Schedule 13D relates.
(3) Based on 10,801,609 shares of Common Stock outstanding as of March 15, 2013
2012, as reported on the Company's Form 10-K for the period ended December 31,
2012, as filed on April 1, 2013.
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CUSIP No. 571038108 Schedule 13D Page 5 of 12
1 NAMES OF REPORTING PERSONS
Daniel R. Baty (1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF 2,272,220 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,272,220 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,220
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.04% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
(1) The filing of this joint Schedule 13D shall not be construed as an admission
that any of the Reporting Persons are, for purposes of Section 13(d) or 13(g) of
the Act, the beneficial owner of any securities covered by the statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote
of, and to dispose or direct the disposition of, the 2,272,220 shares of Common
Stock to which this Schedule 13D relates.
(3) Based on 10,801,609 shares of Common Stock outstanding as of March 15, 2013
2012, as reported on the Company's Form 10-K for the period ended December 31,
2012, as filed on April 1, 2013.
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CUSIP No. 571038108 Schedule 13D Page 6 of 12
1 NAMES OF REPORTING PERSONS
Stanley L. Baty (1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF 2,272,220 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,272,220 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,220
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.04% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
(1) The filing of this joint Schedule 13D shall not be construed as an admission
that any of the Reporting Persons are, for purposes of Section 13(d) or 13(g) of
the Act, the beneficial owner of any securities covered by the statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote
of, and to dispose or direct the disposition of, the 2,272,220 shares of Common
Stock to which this Schedule 13D relates.
(3) Based on 10,801,609 shares of Common Stock outstanding as of March 15, 2013
2012, as reported on the Company's Form 10-K for the period ended December 31,
2012, as filed on April 1, 2013.
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CUSIP No. 571038108 Schedule 13D Page 7 of 12
1 NAMES OF REPORTING PERSONS
Brandon D. Baty (1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF 2,272,220 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,272,220 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,220
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.04% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
(1) The filing of this joint Schedule 13D shall not be construed as an admission
that any of the Reporting Persons are, for purposes of Section 13(d) or 13(g) of
the Act, the beneficial owner of any securities covered by the statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote
of, and to dispose or direct the disposition of, the 2,272,220 shares of Common
Stock to which this Schedule 13D relates.
(3) Based on 10,801,609 shares of Common Stock outstanding as of March 15, 2013
2012, as reported on the Company's Form 10-K for the period ended December 31,
2012, as filed on April 1, 2013.
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CUSIP No. 571038108 Schedule 13D Page 8 of 12
1 NAMES OF REPORTING PERSONS
Columbia Pacific Partners Fund, Ltd. (1)
IRS Identification No. of Above Person (entities only)
20-8451143
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
5 SOLE VOTING POWER
NUMBER OF 115,889 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 115,889 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,889
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.08% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1) The filing of this joint Schedule 13D shall not be construed as an admission
that any of the Reporting Persons are, for purposes of Section 13(d) or 13(g) of
the Act, the beneficial owner of any securities covered by the statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote
of, and to dispose or direct the disposition of, the 115,889 shares of Common
Stock owned by Columbia Pacific Opportunity Fund, L.P.
(3) Based on 10,801,609 shares of Common Stock outstanding as of March 15, 2013
as reported on the Company's Form 10-K for the period ended December 31, 2012,
as filed on April 1, 2013.
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CUSIP No. 571038108 Schedule 13D Page 9 of 12
Item 1. Security and Company
This schedule relates to Common Stock par value $0.01 per share (the
"Common Stock"), issued by Marlborough Software Development Holdings Inc. (the
"Company"), the principal executive office of which is located at 500 Nickerson
Road, Marlborough, Massachusetts 01752-4695.
Item 2. Identity and Background
(a)-(c) and (f) This Schedule 13D is being filed jointly by Columbia
Pacific Opportunity Fund, L.P., a Washington limited partnership (the
"Opportunity Fund"); Columbia Pacific Partners Fund, Ltd., a Cayman Islands
limited corporation, (the "Partners Fund" and together with the Opportunity
Fund, the "Funds"); Columbia Pacific Advisors LLC, a Washington limited
liability company (the "Advisor"); Alexander B. Washburn, a U.S. citizen;
Daniel R. Baty, a U.S. citizen; Stanley L. Baty, a U.S. citizen; and Brandon D.
Baty, a U.S. citizen (each a "Reporting Person" and collectively the "Reporting
Persons").
The business address of the Reporting Persons is 1910 Fairview Avenue East,
Suite 200, Seattle, WA. Mr. Washburn, Mr. D. Baty, Mr. S. Baty and Mr. B. Baty
serve as the managing members of the Advisor, which is primarily responsible for
all investment decisions regarding the Funds'investment portfolios. The shares
of Common Stock reported herein are held in the portfolios of the Funds.
Neither the present filing nor anything contained herein shall be construed as
an admission that the Reporting Persons constitute a "group" for any purpose
and the Reporting Persons expressly disclaim membership in a group.
(d)-(e) None of the Reporting Persons have: (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); nor
(ii) 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
Of the 2,272,220 shares of Common Stock reported herein by the Reporting
Persons; 2,156,331 shares of Common Stock were acquired by the Opportunity Fund
(as reported on Schedule 13G filed February 14, 2013) with its investment
capital for an approximate aggregate amount of $1,989,340 while 115,889 shares
of Common Stock were received on April 8, 2013 as an in-kind transfer to the
Partners Fund from its limited partners as an investment into the Partners Fund.
Item 4. Purpose of Transaction
The Advisor established the Partners Fund on April 1, 2013. With the
Reporting Persons receipt of 115,889 shares of Common Stock on April 8, 2013
(refer to Item 3), the Reporting Persons presently hold approximately 21.04% of
the Company's Common Stock. The previous purchases of Common Stock were made in
the Reporting Persons' ordinary course of business and were not made for the
purpose of acquiring control of the Company.
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CUSIP No. 571038108 Schedule 13D Page 10 of 12
The Reporting Persons intend to review their investment in the Company on a
continuing basis and may communicate with members of management and the Board of
Directors of the Company, other shareholders, or others on matters related to
the Company. The Reporting Persons may in the future acquire additional
securities of the Company or dispose of some or all of the securities of the
Company beneficially owned by them, or take any other actions with respect to
their investment in the Company permitted by law, including any or all of the
actions set forth in paragraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) See Items 11 and 13 of the cover pages to this Schedule 13D for the
aggregate number of shares of Common Stock and percentage of Common Stock
beneficially owned by each of the Reporting Persons. Each of the Reporting
Persons disclaims beneficial ownership of the Common Stock held by other
Reporting Persons, except as expressly set forth below.
(b) See Items 7 through 10 of the cover pages to this Schedule 13D for the
number of shares of Common Stock and percentage of Common Stock beneficially
owned by each of the Reporting Persons as to which there is sole power to vote
or to direct the vote, shared power to vote or to direct the vote and sole or
shared power to dispose or to direct the disposition. Mr. Washburn, Mr. D. Baty,
Mr. S. Baty and Mr. B. Baty serve as the managing members of the Advisor, which
is the sole general partner of the Opportunity Fund and the investment manager
of the Partners Fund, who are primarily responsible for all investment decisions
regarding the Funds' investment portfolios. As a result of such role and
otherwise by virtue of their relationship to the Funds and the Advisor, each may
be deemed to have sole voting and dispositive power over the Common Stock
directly beneficially owned by the Funds and, accordingly, may be deemed to
indirectly beneficially own such Common Stock. Each of the Reporting Persons
disclaims beneficial ownership of the securities reported herein, except to the
extent of their pecuniary interest therein.
(c) The Reporting Persons received 115,889 shares of Common Stock on April
8, 2013 as an in-kind transfer to the Partners Fund from its limited partners as
an investment into the Partners Fund. No other shares were acquired in the
past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
Not applicable.
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CUSIP No. 571038108 Schedule 13D Page 11 of 12
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: April 18, 2013 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
By: Columbia Pacific Advisors, LLC
General Partner
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
COLUMBIA PACIFIC ADVISORS, LLC
By: /s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
/s/ Alexander B. Washburn
ALEXANDER B. WASHBURN
/s/ Daniel R. Baty
DANIEL R. BATY
/s/ Stanley L. Baty
STANLEY L. BATY
/s/ Brandon D. Baty
BRANDON D. BATYy
COLUMBIA PACIFIC PARTNERS FUND, Ltd.
By: Columbia Pacific Advisors, LLC
Investment Manager
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
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CUSIP No. 571038108 Schedule 13D Page 12 of 12
JOINT FILING AGREEMENT
We, the signatories of the statement to which this Joint Filing Agreement is
attached, hereby agree that such statement is filed, and any amendments thereto
filed by any or all of us will be filed on behalf of each of us.
Dated: April 18, 2013 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
By: Columbia Pacific Advisors, LLC
General Partner
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
COLUMBIA PACIFIC ADVISORS, LLC
By: /s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
/s/ Alexander B. Washburn
ALEXANDER B. WASHBURN
/s/ Daniel R. Baty
DANIEL R. BATY
/s/ Stanley L. Baty
STANLEY L. BATY
/s/ Brandon D. Baty
BRANDON D. BATYy
COLUMBIA PACIFIC PARTNERS FUND, Ltd.
By: Columbia Pacific Advisors, LLC
Investment Manager
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member