UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

ARI NETWORK SERVICES, INC.

(Name of Issuer)

 

Common Stock, $.001 par value

(Title of Class of Securities)

 

1930205

(CUSIP Number)

 

 

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

Wynnefield Partners Small Cap Value, L.P.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

 

April 15, 2013

(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 Rule 13d-1(b)(3) or (4) check the following box [ ].

 

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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

1
 

 

SCHEDULE 13D

 

CUSIP No. 1930205   Page 2  of  12 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. 13-3688497

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

 

 7

SOLE VOTING POWER

 

434,635 (includes 90,000 presently exercisable warrants) (See Item 5)

OWNED BY

EACH

 

 8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

 9

SOLE DISPOSITIVE POWER

 

434,635 (includes 90,000 presently exercisable warrants) (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

434,635 (includes 90,000 presently exercisable warrants) (See Item 5)

 

12

 

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.6%

 

14

 

TYPE OF REPORTING PERSON*

 

PN

 

2
 

 

SCHEDULE 13D

 

CUSIP No. 1930205   Page 3  of  12 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value L.P. I 13-3953291

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [ ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

 

 7

SOLE VOTING POWER

 

691,245 (includes 143,100 presently exercisable warrants) (See Item 5)

OWNED BY

EACH

 

 8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

 9

SOLE DISPOSITIVE POWER

 

691,245 (includes 143,100 presently exercisable warrants) (See Item 5)

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

691,245 (includes 143,100 presently exercisable warrants) (See Item 5)

12

 

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%

 

14

 

TYPE OF REPORTING PERSON*

 

PN

 

3
 

 

SCHEDULE 13D

 

CUSIP No. 1930205   Page 4  of  12 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [ ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

 

 7

SOLE VOTING POWER

 

324,120 (includes 66,900 presently exercisable warrants) (See Item 5)

OWNED BY

EACH

 

 8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

 9

SOLE DISPOSITIVE POWER

 

324,120 (includes 66,900 presently exercisable warrants) (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

324,120 (includes 66,900 presently exercisable warrants) (See Item 5)

 

12

 

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.7%

 

14

 

TYPE OF REPORTING PERSON*

 

CO

 

4
 

 

SCHEDULE 13D

 

CUSIP No. 1930205   Page 5  of  12 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital Management, LLC 13-4018186

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [ ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

 

NUMBER OF

SHARES

BENEFICIALLY

 

 7

SOLE VOTING POWER

 

1,125,880 (includes 233,100 presently exercisable warrants) (See Item 5)

OWNED BY

EACH

 

 8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

 9

SOLE DISPOSITIVE POWER

 

1,125,880 (includes 233,100 presently exercisable warrants) (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,125,880 (includes 233,100 presently exercisable warrants) (See Item 5)

 

12

 

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.2%

 

14

 

TYPE OF REPORTING PERSON*

 

OO

 

5
 

 

SCHEDULE 13D

 

CUSIP No. 1930205   Page 6  of  12 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. 13-3688495

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

 

 7

SOLE VOTING POWER

 

324,120 (includes 66,900 presently exercisable warrants) (See Item 5)

OWNED BY

EACH

 

 8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

 9

SOLE DISPOSITIVE POWER

 

324,120 (includes 66,900 presently exercisable warrants) (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

324,120 (includes 66,900 presently exercisable warrants) (See Item 5)

 

12

 

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.7%

 

14

 

TYPE OF REPORTING PERSON*

 

CO

 

6
 

 

SCHEDULE 13D

 

CUSIP No. 1930205   Page 7  of  12 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Nelson Obus

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [ ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY

 

 7

SOLE VOTING POWER

 

1,450,000 (includes 300,000 presently exercisable warrants) (See Item 5)

OWNED BY

EACH

 

 8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

 9

SOLE DISPOSITIVE POWER

 

1,450,000 (includes 300,000 presently exercisable warrants) (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,450,000 (includes 300,000 presently exercisable warrants) (See Item 5)

 

12

 

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.8%

 

14

 

TYPE OF REPORTING PERSON*

 

IN

 

7
 

 

SCHEDULE 13D

 

CUSIP No. 1930205   Page 8  of  12 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Joshua Landes

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [ ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY

 

 7

SOLE VOTING POWER

 

1,450,000 (includes 300,000 presently exercisable warrants) (See Item 5)

 

OWNED BY

EACH

 

 8

SHARED VOTING POWER

 

0 (See Item 5)

 

REPORTING

 

 9

SOLE DISPOSITIVE POWER

 

1,450,000 (includes 300,000 presently exercisable warrants) (See Item 5)

 

PERSON WITH 10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,450,000 (includes 300,000 presently exercisable warrants) (See Item 5)

 

12

 

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.8%

 

14

 

TYPE OF REPORTING PERSON*

 

IN

 

8
 

 

Item 1.Security and Issuer.

 

This Amendment No. 1 to Schedule 13D relates to the Common Stock, $.001 value per share (the “Common Stock”), of Ari Network Services, Inc., a Wisconsin corporation (the “Issuer”). This Amendment amends and supplements the Items set forth below of the Wynnefield Reporting Persons’ Schedule 13D previously filed with the Securities and Exchange Commission on March 18, 2013 (collectively, the “Statement”). Terms defined in the Statement are used herein with the same meaning.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

The securities reported in this Statement as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of $1,994,714 (excluding brokerage commissions). All such funds were provided from the working capital of the Wynnefield Reporting Persons which directly beneficially own such securities.

 

Item 5.Interest in Securities of the Issuer.

 

Item 5 of the Statement is hereby amended as follows:

 

(a), (b) and (c). As of April 15, 2013, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,450,000 shares of Common Stock (including warrants), constituting approximately 11.8% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 11,987,789 shares of Common Stock outstanding as adjusted for Warrants).

 

The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

 

 

Name

 Number of Shares
(Including Warrants)

Percentage of

Outstanding Shares

 

Partners

 

Partners I

 

Offshore

 

434,635

 

691,245

 

324,120

3.6%

 

5.7%

 

2.7%

 

 

WCM is the sole general partner of Partners and Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Partners and Partners I beneficially own. WCM, as the sole general partner of Partners and Partners I, has the sole power to direct the voting and disposition of the Common Stock that Partners and Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, has the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

 

9
 

 

WCI is the sole investment manager of Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Offshore beneficially owns. WCI, as the sole investment manager of Offshore, has the sole power to direct the voting and disposition of the Common Stock that Offshore beneficially owns. Each of Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as an executive officer of WCI, has the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 1,450,000 shares of Common Stock, constituting approximately 11.8% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 11,987,789 shares of Common Stock outstanding as adjusted for Warrants).

 

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

 

The Wynnefield Reporting Persons have purchased shares of Common Stock during the last 60 days (other than those reported in the Initial Schedule) as follows (prices do not reflect brokerage commissions).

 

 

Name

 

 Date Number of Shares Price Per Share
Partners I April 9, 2013 48   $2.49
  April 10, 2013 618   $2.50
  April 11, 2013 7,838   $2.50
  April 12, 2013   4,957   $2.47
  April 15, 2013 105,384   $2.59
         
Partners April 9, 2013 30   $2.49
  April 10, 2013 389   $2.50
  April 11, 2013 4,934   $2.50
  April 12, 2013   3,112   $2.47
  April 15, 2013 66,170   $2.59
         

 

10
 

 

Offshore April 9, 2013 22   $2.49
  April 10, 2013 293   $2.50
  April 11, 2013 3,728   $2.50
  April 12, 2013   2,356   $2.47
  April 15, 2013 50,121   $2.59
         

 

(d) and (e).  Not Applicable.

 

11
 

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: April 16, 2013

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

By: Wynnefield Capital Management, LLC, General Partner

 

By: /s/ Nelson Obus                

Nelson Obus, Managing Member

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

By: Wynnefield Capital Management, LLC, General Partner

 

By: /s/ Nelson Obus               

Nelson Obus, Managing Member

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

By: Wynnefield Capital, Inc.

 

By: /s/ Nelson Obus              

Nelson Obus, President

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

By: /s/ Nelson Obus              

Nelson Obus, Co-Managing Member

 

WYNNEFIELD CAPITAL, INC.

 

By: /s/ Nelson Obus             

Nelson Obus, President

/s/ Nelson Obus                                      

Nelson Obus, Individually

 

/s/ Joshua Landes                                

Joshua Landes, Individually

 

12