UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Bitstream, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
91736108
(CUSIP Number)
Alexander B. Washburn
c/o Columbia Pacific Advisors, LLC
1910 Fairview Avenue East, Suite 500
Seattle, Washington 98102
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 25, 2011
(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]
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1. Names of Reporting Persons
Columbia Pacific Opportunity Fund, L.P. (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
2,025,250 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 2,025,250 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,025,250 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row 9
19.55% (3)
14. Type of Reporting Person
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 2,025,250 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 10,359,356 shares of common stock outstanding as of May 10,
2011, as reported on the Company's Form 10-Q for the period ended March 31,
2011 filed on May 16, 2011.
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1. Names of Reporting Persons
Columbia Pacific Advisors, LLC (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
2,025,250 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 2,025,250 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,025,250 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row 9
19.55% (3)
14. Type of Reporting Person
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 2,025,250 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 10,359,356 shares of common stock outstanding as of May 10,
2011, as reported on the Company's Form 10-Q for the period ended March 31,
2011 filed on May 16, 2011.
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1. Names of Reporting Persons
Alexander B. Washburn (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
2,025,250 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 2,025,250 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,025,250 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row 9
19.55% (3)
14. Type of Reporting Person
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 2,025,250 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 10,359,356 shares of common stock outstanding as of May 10,
2011, as reported on the Company's Form 10-Q for the period ended March 31,
2011 filed on May 16, 2011.
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1. Names of Reporting Persons
Daniel R. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
2,025,250 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 2,025,250 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,025,250 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row 9
19.55% (3)
14. Type of Reporting Person
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 2,025,250 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 10,359,356 shares of common stock outstanding as of May 10,
2011, as reported on the Company's Form 10-Q for the period ended March 31,
2011 filed on May 16, 2011.
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1. Names of Reporting Persons
Stanley L. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
2,025,250 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 2,025,250 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,025,250 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row 9
19.55% (3)
14. Type of Reporting Person
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 2,025,250 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 10,359,356 shares of common stock outstanding as of May 10,
2011, as reported on the Company's Form 10-Q for the period ended March 31,
2011 filed on May 16, 2011.
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1. Names of Reporting Persons
Brandon D. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
2,025,250 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 2,025,250 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,025,250 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row 9
19.55% (3)
14. Type of Reporting Person
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 2,025,250 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 10,359,356 shares of common stock outstanding as of May 10,
2011, as reported on the Company's Form 10-Q for the period ended March 31,
2011 filed on May 16, 2011.
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EXPLANATORY NOTE
This Amendment No. 8 amends the Schedule 13D filed by Columbia Pacific
Opportunity Fund, L.P., a Washington limited partnership (the "Fund"),
Columbia Pacific Advisors LLC, a Washington limited liability company (the
"Adviser"), 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") with the
Securities and Exchange Commission on April 20, 2010, as amended on July 15,
2010; August 18, 2010; September 23, 2010; October 29, 2010, December 28, 2010,
February 15, 2011 and March 29, 2011 with respect to the Class A Common Stock,
par value $0.01 per share (the "Common Stock") of Bitstream, Inc., a Delaware
corporation (the "Company").
Mr. Washburn, Mr. D. Baty, Mr. S. Baty and Mr. B. Baty serve as the
managing members of the Adviser, which is primarily responsible for all
investment decisions regarding the Fund's investment portfolio. The shares of
Class A Common Stock reported herein are held in the portfolio of the Fund.
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. Except as specifically set forth herein, the Schedule 13D remains
unmodified.
ITEM 4. Purpose of Transaction
Based on recent developments in the company, including operational improvements
and changes in senior management, Columbia Pacific is now exploring a potential
transaction to acquire the outstanding shares of Bitstream we do not own. We
intend to engage in conversations with the board of directors, management, and
the company's advisors in furtherance of this objective. Any such transaction
would be on price, terms and conditions to be determined and would be subject
to the completion of due diligence, negotiation of a mutually acceptable
acquisition agreement, and shareholder approval.
ITEM 5. Interest in Securities of the Issuer
The responses set forth in Items 5(a) and 5(c) of the Schedule 13D are
hereby replaced in their entirety by the following:
(a) As of the date hereof, the Reporting Persons may be deemed to
beneficially own an aggregate of 2,025,250 shares of Common Stock, which
constitutes 19.55% of the total number shares of Common Stock outstanding as of
May 10, 2011, as reported in the Company's Form 10-Q for the period ended
March 31, 2011.
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(c) During the past 60 days, Columbia Pacific Opportunity Fund, L.P.
has engaged in the following open-market transactions in the Common Stock:
Shares
Date Purchased Price
03/28/2011 4,200 6.331
03/29/2011 1,500 6.3607
03/30/2011 300 6.3967
03/31/2011 2,700 6.3622
04/01/2011 10,423 6.3497
04/04/2011 500 6.3798
04/05/2011 4,100 6.3444
04/06/2011 629 6.2113
04/07/2011 1,100 6.2427
04/08/2011 2,254 6.2382
04/11/2011 2,300 6.2596
04/12/2011 2,300 6.2343
04/13/2011 600 6.3033
04/14/2011 400 6.25
04/15/2011 500 6.294
04/19/2011 500 6.288
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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: May 25, 2011 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P. (1)
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member of Columbia Pacific
Advisors, LLC, its general partner
Dated: May 25, 2011 COLUMBIA PACIFIC ADVISORS, LLC (1)
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member
Dated: May 25, 2011 /s/ Alexander B. Washburn
Alexander B. Washburn (1)
Dated: May 25, 2011 /s/ Daniel R. Baty
Daniel R. Baty (1)
Dated: May 25, 2011 /s/ Stanley L. Baty
Stanley L. Baty (1)
Dated: May 25, 2011 /s/ Brandon D. Baty
Brandon D. Baty (1)
(1) This amendment is being filed jointly by Columbia Pacific Opportunity
Fund, L.P., Columbia Pacific Advisors LLC, Alexander B. Washburn, Daniel R.
Baty, Stanley L. Baty and Brandon D. Baty pursuant to the Joint Filing
Agreement dated April 16, 2010 and included with the initial Schedule 13D
filed on April 20, 2010 (the "Joint Filing Agreement"). The Joint Filing
Agreement is incorporated herein by reference.