SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No.3)
(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)
November 16, 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 8 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 985,426
OWNED BY ------------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 0
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9 SOLE DISPOSITIVE POWER
985,426
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,426
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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)
2.32%(1)
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14 TYPE OF REPORTING PERSON
CO
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(1) Based on 42,522,014 shares of Common Stock (as defined in Item 1 below)
stated to be outstanding as of October 31, 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 September 30, 2006 filed with the Securities and Exchange Commission.
This Amendment No. 3 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 as amended by Amendment No. 1 thereto filed on August 15, 2006 and
Amendment No. 2 thereto filed on September 8, 2006 (as so amended, 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 Schedule 13D. 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 sale price of the 2,817,093 shares of Common Stock sold
by Liberate between November 14, 2006 and November 16, 2006 (inclusive) was
approximately $8,810,559.
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) 985,426
shares of Common Stock, representing 2.32% of the outstanding shares of Common
Stock (based on 42,522,014 shares of Common Stock stated to be outstanding as
of October 31, 2006 by the Issuer in the Issuer's Form 10-Q relating to the
Issuer's fiscal quarter ending September 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,
985,426 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 to add the following:
The trading dates, number of shares of Common Stock sold and the price
per share for all transactions related to Common Stock by Liberate for the last
60 days are set forth in Schedule III hereto and are incorporated herein by
reference. All sales were open market sales made on the NASDAQ. Except as
described in this Schedule 13D, during the past 60 days there have been no
other transactions in the securities of the Issuer effected by Liberate or, to
the knowledge of Liberate, the other persons named in Item 2.
Item 5(e) is hereby amended and restated in its entirety as follows:
(e) Liberate ceased to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock on November 16, 2006.
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: November 17, 2006
LIBERATE TECHNOLOGIES
By: /s/ Greg Wood
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Name: Greg Wood
Title: Executive Vice President &
Chief Financial Officer
SCHEDULE III
Number of Shares of
Trade Date Common Stock Sold Price per Share
-------------------- ------------------------------ -------------------
11/14/2006 70 3.25
11/14/2006 9,000 3.2578
11/14/2006 118,302 3.26
11/14/2006 9,830 3.27
11/14/2006 2,398 3.28
11/14/2006 900 3.31
11/14/2006 8,800 3.34
11/14/2006 5,700 3.37
11/14/2006 49,500 3.38
11/15/2006 100 3.22
11/15/2006 64 3.23
11/15/2006 1,585 3.24
11/15/2006 2,971 3.25
11/15/2006 9,700 3.26
11/15/2006 1,700 3.27
11/15/2006 11,218 3.2744
11/15/2006 8,600 3.28
11/15/2006 568 3.29
11/15/2006 53,531 3.30
11/15/2006 15,000 3.34
11/15/2006 2,269 3.35
11/16/2006 2,391,721 3.10
11/16/2006 2,600 3.18
11/16/2006 3,900 3.19
11/16/2006 14,474 3.20
11/16/2006 567 3.21
11/16/2006 815 3.22
11/16/2006 254 3.23
11/16/2006 4,000 3.24
11/16/2006 63,200 3.25
11/16/2006 5,500 3.26
11/16/2006 6,081 3.27
11/16/2006 7,275 3.28
11/16/2006 4,900 3.29