- Amended Statement of Ownership (SC 13G/A)
July 10 2009 - 4:09PM
Edgar (US Regulatory)
|
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule
13G
(Rule 13d-102)
Information
to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and
(d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b)
(Amendment No. 4)
*
|
|
MSC.Software
Corporation
|
|
(Name
of Issuer)
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|
Common
Stock, par value $0.01 per share
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|
(Title
of Class of Securities)
|
|
553531104
|
|
(CUSIP
Number)
|
|
July
8, 2009
|
|
(Date
of Event which Requires Filing of this Statement)
|
|
|
Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
__________________
*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 the disclosures provided in a prior cover page.
The information required in 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 “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).
|
1
|
Names of Reporting Persons.
Silver
Point Capital, L.P.
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|
2
|
Check the Appropriate Box if a Member of a Group*
|
(a)
o
(b)
x
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
770,000
(See Item 4)
|
|
6
|
Shared Voting Power
-0-
|
|
7
|
Sole Dispositive Power
770,000
(See Item 4)
|
|
8
|
Shared Dispositive Power
-0-
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
770,000
(See Item 4)
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares*
|
o
|
|
11
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Percent of Class Represented by Amount in Row (9)
1.7%
1
|
|
12
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Type of Reporting Person*
IA, PN
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|
|
|
|
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_________________________
*
SEE
INSTRUCTIONS BEFORE FILLING OUT
.
|
1
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The percentages used herein and in the rest of this Schedule 13G are calculated based upon 45,518,427 shares outstanding as of April 30, 2009 as reported in the Issuer’s Form 10-Q filed on May 8, 2009.
|
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1
|
Names
of Reporting Persons.
Edward
A. Mulé
|
|
2
|
Check the Appropriate Box if a Member of a Group*
|
(a)
o
(b)
x
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization
United
States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
-0-
|
|
6
|
Shared Voting Power
770,000
(See Item 4)
|
|
7
|
Sole Dispositive Power
-0-
|
|
8
|
Shared Dispositive Power
770,000
(See Item 4)
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
770,000
(See Item 4)
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares*
|
o
|
|
11
|
Percent of Class Represented by Amount in Row (9)
1.7%
|
|
12
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Type of Reporting Person*
IN
|
|
|
|
|
|
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_________________________
*
SEE
INSTRUCTIONS BEFORE FILLING OUT.
|
1
|
Names
of Reporting Persons.
Robert J. O’Shea
|
|
2
|
Check
the Appropriate Box if a Member of a Group*
|
(a)
o
(b)
x
|
|
3
|
SEC
Use Only
|
|
4
|
Citizenship
or Place of Organization
United
States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole
Voting Power
-0-
|
|
6
|
Shared
Voting Power
770,000
(See Item 4)
|
|
7
|
Sole
Dispositive Power
-0-
|
|
8
|
Shared
Dispositive Power
770,000
(See Item 4)
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
770,000
(See Item 4)
|
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares*
|
o
|
|
11
|
Percent
of Class Represented by Amount in Row (9)
1.7%
|
|
12
|
Type
of Reporting Person*
IN
|
|
|
|
|
|
|
_________________________
*
SEE
INSTRUCTIONS BEFORE FILLING OUT.
|
Item 1(a)
|
Name of Issuer
:
|
The
name of the issuer is MSC.Software Corporation (the “Company”).
|
Item 1(b)
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Address of Issuer’s Principal Executive Offices
:
|
The
Company's principal executive office is located at 2 MacArthur Place, Santa
Anna, California 92707.
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Item 2(a)
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Name of Person Filing
:
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This
Schedule 13G is being jointly filed by Silver Point Capital, L.P., a Delaware
limited partnership (the “Investment Manager”), Mr. Edward A. Mulé
and Mr. Robert J. O’Shea with respect to the ownership of the common stock
by Silver Point Capital Fund, L.P. (the “Fund”) and Silver Point Capital
Offshore Fund, Ltd. (the “Offshore Fund”).
2
The Reporting Persons have entered into a Joint Filing Agreement, dated July 10, 2009, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
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Item 2(b)
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Address of Principal Business Office or, if none, Residence
:
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The address of the principal business office of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, CT 06830.
Silver Point Capital, L.P. is organized as a limited partnership under the laws of the State of Delaware. Both Mr. Mulé and Mr. O’Shea are U.S. citizens.
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Item 2(d)
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Title of Class of Securities
:
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Common Stock, $.01 par value per share.
|
Item
3
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a
:
|
Not Applicable.
_________________________
|
2
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Silver Point Capital, L.P. is the investment manager of the Fund and the Offshore Fund and by virtue of such status may be deemed to be the beneficial owner of the common stock held by the Fund and the Offshore Fund. Silver Point Capital Management, LLC (“Management”) is the general partner of Silver Point Capital, L.P. and as a result may be deemed to be the beneficial owner of the common stock held by the Fund and the Offshore Fund. Each of Mr. Edward A. Mulé and Mr. Robert J. O’Shea is a member of Management and has voting and investment power with respect to the common stock held by the Fund and the Offshore Fund and may be deemed to be a beneficial owner of the common stock held by the Fund and the Offshore Fund.
|
|
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A.
|
Silver
Point Capital, L.P.
|
|
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(a)
|
Amount
beneficially owned: 770,000
|
|
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(b)
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Percent
of class:
1.7%
|
|
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(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
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Sole
power to vote or direct the vote: 770,000
|
|
|
(ii)
|
Shared
power to vote or direct the vote: -0-
|
|
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(iii)
|
Sole
power to dispose or direct the disposition: 770,000
|
|
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(iv)
|
Shared
power to dispose or direct the disposition: -0-
|
|
|
(a)
|
Amount
beneficially owned: 770,000
|
|
|
(b)
|
Percent
of class:
1.7%
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
Sole
power to vote or direct the vote: : -0-
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 770,000
|
|
|
(iii)
|
Sole
power to dispose or direct the disposition: -0-
|
|
|
(iv)
|
Shared
power to dispose or direct the disposition: 770,000
|
|
|
(a)
|
Amount
beneficially owned: 770,000
|
|
|
(b)
|
Percent
of class:
1.7%
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
Sole
power to vote or direct the vote: : -0-
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 770,000
|
|
|
(iii)
|
Sole
power to dispose or direct the disposition: -0-
|
|
|
(iv)
|
Shared
power to dispose or direct the disposition: 770,000
|
|
Item 5
|
Ownership of Five Percent or Less of a Class
:
|
If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
x
.
|
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person
:
|
See response to Item 4.
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the
|
Security Being Reported on by the Parent Holding Company or Control Person
:
Not applicable.
|
Item 8
|
Identification and Classification of Members of the Group
:
|
Not applicable.
|
Item 9
|
Notice of Dissolution of Group
:
|
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.
SIGNATURE
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.
Date: July 10, 2009
Silver Point Capital, L.P.
|
|
By:
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/s/ Frederick H. Fogel
|
|
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Its:
|
Authorized Signatory
|
Exhibit
A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: July 10, 2009
Silver Point Capital, L.P.
|
|
By:
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/s/ Frederick H. Fogel
|
|
|
Its:
|
Authorized Signatory
|
/s/ Edward A. Mulé
Edward A. Mulé, individually
/s/ Robert J. O’Shea
Robert J. O’Shea, individually
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