SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No.1)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
Autobytel, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
05275N106
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(CUSIP Number)
Greg Wood
Executive Vice President & Chief Financial Officer
Liberate Technologies
310 University Ave., Suite 201
Palo Alto, California 94301
(650) 330-8960
With a copy to:
Kenton J. King, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1100
Palo Alto, California 94301
(650) 470-4500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 14, 2006
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(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 which 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 [ ].
* 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 purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
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CUSIP No. 05275N106 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Liberate Technologies
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,802,519
OWNED BY -------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,802,519
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,802,519
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.96%(1)
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14 TYPE OF REPORTING PERSON
CO
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(1) Based on 42,449,764 shares of Common Stock (as defined in Item 1 below)
stated to be outstanding as of August 1, 2006 by the Issuer (as defined in Item
1 below) in the Issuer's Form 10-Q relating to the Issuer's fiscal quarter
ending June 30, 2006 filed with the Securities and Exchange Commission.
This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed
by Liberate Technologies ("Liberate") pursuant to Rule 13d-2(a) of the Rules and
Regulations promulgated under the Securities and Exchange Act of 1934, as
amended, to amend and supplement the statement on Schedule 13D filed on July 10,
2006 (the "Schedule 13D"), with respect to the common stock, par value $0.001
per share (the "Common Stock"), of Autobytel, Inc., a Delaware corporation (the
"Issuer"). Capitalized terms used in this Amendment and not otherwise defined
herein have the meanings set forth in the Statement. The information set forth
in response to each separate Item shall be deemed to be a response to all Items
where such information is relevant.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following:
The aggregate purchase price of the 83,331 shares of Common Stock
purchased by Liberate between July 10, 2006 and August 3, 2006 (inclusive) was
$260,654. The source of funding for the purchase was Liberate's general working
capital.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
A representative of Liberate has had discussions with James E.
Reisenbach, the President and Chief Executive Officer of the Issuer, and has
proposed that the Issuer appoint Greg Wood, Director and Executive Vice
President and Chief Financial Officer of Liberate, and Phil Vachon, Director and
President of Liberate, to the board of directors of the Issuer. Liberate may
communicate with other shareholders of the Issuer and with directors, officers
and affiliates of the Issuer concerning the business, management and strategic
direction of the Issuer and the possibility of including representatives of
Liberate on the Issuer's board of directors.
Item 5. Interest in Securities of the Issuer.
Items 5(a) - (b) are hereby amended and restated in their entirety as
follows:
(a) Liberate beneficially owns (as that term is defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) 3,802,519
shares of Common Stock, representing 8.96% of the outstanding shares of Common
Stock (based on 42,449,764 shares of Common Stock stated to be outstanding as of
August 1, 2006 by the Issuer in the Issuer's Form 10-Q relating to the Issuer's
fiscal quarter ending June 30, 2006 filed with the Securities and Exchange
Commission).
(b) For the purposes of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended, Liberate has sole power to vote or to direct
the voting of, and sole power to dispose or to direct the disposition of,
3,802,519 shares of Common Stock. Except as set forth in the Schedule 13D as
amended by this Amendment, to the knowledge of Liberate, no person named in Item
2 beneficially owns any shares of Common Stock.
Item 5(c) is hereby amended by adding the information contained in
Schedule A hereto to Schedule II to Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete and
correct.
Dated: August 15, 2006
LIBERATE TECHNOLOGIES
By: /s/ Greg Wood
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Name: Greg Wood
Title: Executive Vice President & Chief Financial
Officer
SCHEDULE A
Number of Shares of Common
Trade Date Stock Purchased Price per Share
------------- -------------------------- ---------------------
7/10/2006 30,600 3.10
7/10/2006 100 3.07
7/25//2006 300 3.15
7/26/2006 1,831 3.15
7/27/2006 6,500 3.15
8/1/2006 4,500 3.15
8/2/2006 7,160 3.13
8/2/2006 340 3.11
8/2/2006 360 3.14
8/2/2006 24,640 3.15
8/3/2006 7,000 3.13