SC 13G 1 d31105bsc13g.htm SCHEDULE 13G sc13g
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Portal Software, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

736126 30 1

(CUSIP Number)

November 29, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

*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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Person Authorized to Receive Notices and Communications:
Mark S. Solomon, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
(214) 659-4400

 

 

             
SCHEDULE 13G
CUSIP No. 736126 30 1 Page 2 of 21
  1. Name of Reporting Person:
WS Capital, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
1,030,620
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,030,620
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,030,620
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
2.4%
  12.Type of Reporting Person:
HC/OO

 
*   Based on 42,837,131 shares of common issued and outstanding on April 20, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed on April 25, 2005.

 

             
SCHEDULE 13G
CUSIP No. 736126 30 1 Page 3 of 21
  1. Name of Reporting Person:
WS Capital Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
1,030,620
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,030,620
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,030,620
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
2.4%*
  12.Type of Reporting Person:
IA/PN

 
*   Based on 42,837,131 shares of common issued and outstanding on April 20, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed on April 25, 2005.

 

             
SCHEDULE 13G
CUSIP No. 736126 30 1 Page 4 of 21
  1. Name of Reporting Person:
WSV Management, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
253,800
6. Shared Voting Power:
0
7. Sole Dispositive Power:
253,800
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
253,800
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.6%*
  12.Type of Reporting Person:
IA/OO

 
*   Based on 42,837,131 shares of common issued and outstanding on April 20, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed on April 25, 2005.

 

             
SCHEDULE 13G
CUSIP No. 736126 30 1 Page 5 of 21
  1. Name of Reporting Person:
WS Ventures Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
253,800
6. Shared Voting Power:
0
7. Sole Dispositive Power:
253,800
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
253,800
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.6%*
  12.Type of Reporting Person:
HC/PN

 
*   Based on 42,837,131 shares of common issued and outstanding on April 20, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed on April 25, 2005.

 

             
SCHEDULE 13G
CUSIP No. 736126 30 1 Page 6 of 21
  1. Name of Reporting Person:
Reid S. Walker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
1,284,420
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,284,420
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,284,420
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
3.0%*
  12.Type of Reporting Person:
HC/IN

 
*   Based on 42,837,131 shares of common issued and outstanding on April 20, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed on April 25, 2005.

 

             
SCHEDULE 13G
CUSIP No. 736126 30 1 Page 7 of 21
  1. Name of Reporting Person:
G. Stacy Smith		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
1,284,420
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,284,420
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,284,420
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
3.0%*
  12.Type of Reporting Person:
HC/IN

 
*   Based on 42,837,131 shares of common issued and outstanding on April 20, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed on April 25, 2005.

 

             
SCHEDULE 13G
CUSIP No. 736126 30 1 Page 8 of 21
  1. Name of Reporting Person:
Patrick P. Walker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
253,800
6. Shared Voting Power:
0
7. Sole Dispositive Power:
253,800
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
253,800
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.6%*
  12.Type of Reporting Person:
HC/IN

 
*   Based on 42,837,131 shares of common issued and outstanding on April 20, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed on April 25, 2005.

 

             
SCHEDULE 13G
CUSIP No. 736126 30 1 Page 9 of 21
  1. Name of Reporting Person:
BC Advisors, LLC		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
933,500
6. Shared Voting Power:
0
7. Sole Dispositive Power:
933,500
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
933,500
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
2.2%*
  12.Type of Reporting Person:
HC/CO

 
*   Based on 42,837,131 shares of common issued and outstanding on April 20, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed on April 25, 2005.

 

             
SCHEDULE 13G
CUSIP No. 736126 30 1 Page 10 of 21
  1. Name of Reporting Person:
SRB Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
933,500
6. Shared Voting Power:
0
7. Sole Dispositive Power:
933,500
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
933,500
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
2.2%*
  12.Type of Reporting Person:
IA/PN

 
*   Based on 42,837,131 shares of common issued and outstanding on April 20, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed on April 25, 2005.

 

             
SCHEDULE 13G
CUSIP No. 736126 30 1 Page 11 of 21
  1. Name of Reporting Person:
Steven R. Becker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  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:
933,500
6. Shared Voting Power:
0
7. Sole Dispositive Power:
933,500
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
933,500
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
2.2%*
  12.Type of Reporting Person:
HC/IN

 
*   Based on 42,837,131 shares of common issued and outstanding on April 20, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed on April 25, 2005.

 

     This Schedule 13G relates to the common stock (“Common Stock”) of Portal Software, Inc. acquired by (i) WS Capital, L.L.C., a Texas limited liability company (“WS Capital”), for the account of (1) Walker Smith Capital, L.P., a Texas limited partnership (“WSC”), (2) Walker Smith Capital (Q.P.), L.P., a Texas limited partnership (“WSCQP”), (3) Walker Smith International Fund, Ltd., a British Virgin Islands exempted company (“WS International”) and (4) HHMI Investments, L.P., a Delaware limited partnership (“HHMI”), (ii) WSV Management, L.L.C., a Texas limited liability company (“WSV”), for the account of (1) WS Opportunity Fund, L.P., a Texas limited partnership (“WSO”), (2) WS Opportunity Fund (Q.P.), L.P., a Texas limited partnership (“WSOQP”), and (3) WS Opportunity Fund International, Ltd., a Cayman Islands exempted company (“WSO International”), and (iii) BC Advisors, LLC, a Texas limited liability company (“BCA”), for the account of (1) SRB Greenway Capital, L.P., a Texas limited partnership (“SRBGC”), (2) SRB Greenway Capital (Q.P.), L.P., a Texas limited partnership (“SRBQP”), and (3) SRB Greenway Offshore Operating Fund, L.P., a Cayman Islands limited partnership (“SRB Offshore”). WS Capital is the general partner of WS Capital Management, L.P., a Texas limited partnership (“WSC Management”), which is the general partner of WSC and WSCQP and the investment manager for WS International and the investment manager for HHMI. WSV is the general partner of WS Ventures Management, L.P., a Texas limited partnership (“WSVM”), which is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. Reid S. Walker and G. Stacy Smith are principals of WS Capital and WSV, and Patrick P. Walker is a principal of WSV. BCA is the general partner of SRB Management, L.P., a Texas limited partnership (“SRB Management”), which is the general partner of SRBGC, SRBQP and SRB Offshore. Steven R. Becker is the sole principal of BCA. Pursuant to a letter agreement, Steven R. Becker may collaborate with Reid S. Walker, G. Stacy Smith and Patrick P. Walker on investment strategies from time to time. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
     
Item 1(a)
  Name of Issuer:
 
    
 
  Portal Software, Inc.
 
    
Item 1(b)
  Address of Issuer’s Principal Executive Offices:
 
    
 
  10200 South De Anza Boulevard
 
  Cupertino, CA 95014
 
    
Item 2(a)
  Names of Persons Filing:
 
    
 
  See Item 1 of each cover page.
 
    
Item 2(b)
  Address of Principal Business Offices:
 
    
 
  300 Crescent Court, Suite 1111
 
  Dallas, Texas 75201
 
    
Item 2(c)
  Citizenship:
 
    
 
  See Item 4 of each cover page.
 
    
Item 2(d)
  Title of Class of Securities:
 
    
 
  Common Stock, par value $0.001 per share
 
    
Item 2(e)
  CUSIP Number:
 
    
 
  736126 30 1
 
    
Item 3
  Status of Persons Filing:

 

 

             
 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f)   o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
            
Item 4   Ownership:
    (a)   Reid S. Walker and G. Stacy Smith are the beneficial owners of 1,248,420 shares of Common Stock, which includes (i) 1,030,620 shares beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP, WS International and HHMI, and (ii) 253,800 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.
 
            
        Patrick P. Walker is the beneficial owner of 253,800 shares of Common Stock owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.
 
            
        WS Capital and WSC Management are the beneficial owners of 1,030,620 shares of Common Stock for the accounts of WSC, WSCQP, WS International and HHMI.
 
            
        WSV and WSVM are the beneficial owners of 253,800 shares of Common Stock for the accounts of WSO, WSOQP and WSO International.
 
            
        Steven R. Becker is the beneficial owner of 933,500 shares of Common Stock beneficially owned by BCA and SRB Management for the accounts of SRBGC, SRBQP and SRB Offshore.
 
            
        BCA and SRB Management are the beneficial owners of 933,500 shares of Common Stock for the accounts of SRBGC, SRBQP and SRB Offshore.
 
            
    (b)   Percent of class:
 
            
        See Item 11 of each cover page.
 
            
    (c)   Number of shares as to which each person has:
 
      (i)   sole power to vote or to direct the vote:
 
            
 
          See Item 5 of each cover page.
 
            
 
      (ii)   shared power to vote or to direct the vote:
 
            
 
          See Item 6 of each cover page.
 
            
 
      (iii)   sole power to dispose or to direct the disposition of:
 
            
 
          See Item 7 of each cover page.
 
            
 
      (iv)   shared power to dispose or to direct the disposition of:
 
            
 
          See Item 8 of each cover page.

 

 

     
Item 5
  Ownership of 5% or Less of a Class:
 
    
 
  Not applicable.
 
    
Item 6
  Ownership of More than 5% on Behalf of Another Person:
 
    
 
  Not applicable.
 
    
Item 7
  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
 
    
 
  WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, WSC, WSCQP and WS International. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the shares of Common Stock owned by WSC Management’s clients.
 
    
 
  WSV is an investment adviser registered with the State of Texas and is the general partner of WSVM and, as such, has beneficial ownership of the securities held by its clients, WSO, WSOQP and WSO International. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV, and therefore exercise investment discretion and control with respect to the shares of Common Stock owned by WSV’s clients.
 
    
 
  SRB Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, SRBGC, SRBQP and SRB Offshore. BCA is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA, and therefore exercises investment discretion and control with respect to the shares of Common Stock owned by SRB Management’s clients.
 
    
Item 8
  Identification and Classification of Members of the Group:
 
    
 
  Not applicable.
 
    
Item 9
  Notice of Dissolution of Group:
 
    
 
  Not applicable.
 
    
Item 10
  Certification:
 
    
 
  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 a 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: December 8, 2005
         
  WS CAPITAL, L.L.C.
 		  
  By:   /s/ Reid S. Walker    
    Reid S. Walker, Member   
       
 

 

 

         
  WS CAPITAL MANAGEMENT, L.P.

By: WS Capital, L.L.C., its general partner
 		  
  By:   /s/ Reid S. Walker    
    Reid S. Walker, Member   
       
 
  WSV MANAGEMENT, L.L.C.
 		  
  By:   /s/ Reid S. Walker    
    Reid S. Walker, Member   
       
 
  WS VENTURES MANAGEMENT, L.P.

By: WSV Management, L.L.C., its general partner
 		  
  By:   /s/ Reid S. Walker    
    Reid S. Walker, Member   
       
 
     
  /s/ Reid S. Walker    
  REID S. WALKER   
     
 
     
  /s/ G. Stacy Smith    
  G. STACY SMITH   
     
 
     
  /s/ Patrick P. Walker    
  PATRICK P. WALKER   
     
 
  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   
     
 

 

 

EXHIBITS
     
Exhibit 1
  Joint Filing Agreement, dated December 8, 2005, entered into by and among WS Capital, L.L.C., WS Capital Management, WSV Management, L.L.C., WS Ventures Management, L.P., Reid S. Walker, G. Stacy Smith, Patrick P. Walker, BC Advisors, LLC, SRB Management, L.P., and Steven R. Becker.