Schedule 13d
| Filed by: | SRB MANAGEMENT, L.P. |
| Subject Company: | PLATO LEARNING INC. |
| Filed as of Date: | 02/13/2009 |
| View Original Filing on Edgar's | |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
PLATO LEARNING,
INC.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
72764Y100
(CUSIP
Number)
Steven
Becker
SRB
Management, L.P.
300
Crescent Court, Ste. 1111
Dallas,
Texas 75201
(214)
756-6056
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February
10, 2009
(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 §§ 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. 72764Y100
1. Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Steven R. Becker
2. Check
the Appropriate Box if a Member of a Group (See Instructions):
(a) o
(b) x
3. SEC
Use Only
4. Source of
Funds (See Instructions):
AF
5. Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e):
Not Applicable
6. Citizenship
or Place of
Organization:
United States
|
Number
of
|
7.
|
Sole Voting Power:
|
0
|
|
Shares
Beneficially
|
8.
|
Shared Voting Power:
|
4,119,523
|
|
Owned
by
|
|||
|
Each
Reporting
|
9.
|
Sole Dispositive Power:
|
0
|
|
Person
With
|
10
|
Shared Dispositive Power:
|
4,119,523
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person: 4,119,523
12. Check if
the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions):
Not
Applicable
13. Percent
of Class Represented by Amount in Row (11): 17.1%*
14. Type of
Reporting Person (See Instructions):
IN
*Based on
24,080,915 shares of
common stock issued and outstanding as of December 31, 2008, as reported by the
issuer in its Annual Report on Form 10-K filed with the Securities and Exchange
for the period ended October 31, 2008.
-2-
Cusip
No. 72764Y100
1. Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
BC Advisors, LLC
2. Check
the Appropriate Box if a Member of a Group (See Instructions):
(a) o
(b) x
3. SEC
Use Only
4. Source of
Funds (See Instructions):
AF
5. Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e):
Not Applicable
6. Citizenship
or Place of
Organization:
Texas
|
Number
of
|
7.
|
Sole Voting Power:
|
0
|
|
Shares
Beneficially
|
8.
|
Shared Voting Power:
|
4,119,523
|
|
Owned
by
|
|||
|
Each
Reporting
|
9.
|
Sole Dispositive Power:
|
0
|
|
Person
With
|
10
|
Shared Dispositive Power:
|
4,119,523
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person: 4,119,523
12. Check if
the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions):
Not
Applicable
13. Percent
of Class Represented by Amount in Row (11): 17.1%*
14. Type of
Reporting Person (See Instructions):
OO
*Based on
24,080,915 shares of
common stock issued and outstanding as of December 31, 2008, as reported by the
issuer in its Annual Report on Form 10-K filed with the Securities and Exchange
for the period ended October 31, 2008.
-3-
Cusip
No. 72764Y100
1. Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
SRB Management, L.P.
2. Check
the Appropriate Box if a Member of a Group (See Instructions):
(a) o
(b) x
3. SEC
Use Only
4. Source of
Funds (See Instructions): AF
5. Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e):
Not Applicable
6. Citizenship
or Place of
Organization:
Texas
|
Number
of
|
7.
|
Sole Voting Power:
|
0
|
|
Shares
Beneficially
|
8.
|
Shared Voting Power:
|
4,119,523
|
|
Owned
by
|
|||
|
Each
Reporting
|
9.
|
Sole Dispositive Power:
|
0
|
|
Person
With
|
10
|
Shared Dispositive Power:
|
4,119,523
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person: 4,119,523
12. Check if
the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions): Not
Applicable
13. Percent
of Class Represented by Amount in Row (11): 17.1%*
14. Type of
Reporting Person (See Instructions):
PN
*Based on
24,080,915 shares of
common stock issued and outstanding as of December 31, 2008, as reported by the
issuer in its Annual Report on Form 10-K filed with the Securities and Exchange
for the period ended October 31, 2008.
-4-
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
Item 3 as previously filed is hereby
amended in its entirety as follows:
All funds used by the Reporting Persons
to purchase the reported securities on behalf of the Greenway Funds have come
from the assets of the Greenway Funds. The aggregate amount of funds
used in purchasing the securities set forth herein was approximately
$6,550,000.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Item 5 as previously filed is hereby
amended in its entirety as follows:
|
(a)
|
The
Reporting Persons are the beneficial owners of 4,119,523 shares of Common
Stock for the accounts of the Greenway
Funds.
|
|
(b)
|
As
investment manager of the Greenway Funds, the Reporting Persons have the
sole power to vote and direct the disposition of the reported securities
on behalf of the Greenway
Funds.
|
|
(c)
|
During
the past 60 days, the Reporting Persons purchased 20,000 shares on
December 16, 2008 for an average price of $0.89 per share, purchased
40,300 shares on December 29, 2008 for an average price of $0.98 per
share, purchased 8,300 shares on December 31, 2008 for an average price of
$1.20 per share, purchased 2,000 shares for an average price of $1.39 per
share on January 6, 2009, purchased 19,200 shares on January 7, 2009 for
an average price of $1.45 per share, purchased 25,000 shares on January 9,
2009 for an average price of $1.49 per share, purchased 156,600 shares on
January 13, 2009 for an average price of $1.63 per share, purchased 27,600
shares on January 28, 2009 for an average price of 1.21 per share,
purchased 32,700 shares on February 3, 2009 for an average price of $1.33
per share, purchased 808,400 on February 4, 2009 for an average price of
1.40 per share, purchased 250,000 shares on February 5, 2009 for an
average price of $1.40 per share, purchased 200,000 shares on February 6,
2009 for an average price of $1.43 per share, purchased 150,000 shares on
February 9, 2009 for $1.44 per share, and purchased 100,000 shares on
February 10, 2009 for $1.46 per share, all for the accounts of the
Greenway Funds.
|
|
(d)
|
The
Greenway Funds have the right to receive the dividends from and the
proceeds from the sale of the reported securities. Greenway
Opportunity Fund (QP), L.P. holds 2,053,269 shares of Common Stock, which
represents approximately 8.5% of the outstanding Common Stock, and SRB
Special Situations I, L.P. holds 1,811,800 shares, which represents
approximately 7.5% of the outstanding Common
Stock.
|
|
(e)
|
Not
applicable.
|
-5-
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.
February 13, 2009
| BC ADVISORS, LLC | ||
| By: |
/s/ Steven R. Becker
|
|
|
Steven
R. Becker, Member
|
||
| SRB MANAGEMENT, L.P. | ||
| By: |
BC
Advisors, LLC, its general partner
|
|
| By: |
/s/ Steven R. Becker
|
|
|
Steven
R. Becker, Member
|
||
| /s/ Steven R. Becker | ||
| Steven R. Becker | ||
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001)
-6-
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