UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 1)*
eGain Communications Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
28225C103
(CUSIP Number)
January 1, 2003
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] 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 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 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).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
496,629
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
496,629
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
496,629
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,488,981
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,488,981
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,488,981
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International Capital Advisors Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,488,981
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,488,981
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,488,981
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed pursuant to Rule 13d-2(b) with respect to the
shares of common stock, $.001 par value (the "Common Stock") of eGain
Communications Corporation (the "Issuer") beneficially owned by the Reporting
Persons as of February 11, 2003 and amends and supplements the Schedule 13G
dated August 16, 2001, as subsequently amended on February 11, 2002 (as amended,
the "Schedule 13G"). The Reporting Persons are as defined in the Schedule 13G.
Except as set forth herein, the Schedule 13G is unmodified.
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Elliott Associates, L.P. ("Elliott Associates") beneficially
owns a total of 496,629 shares of Common Stock.
Elliott International, L.P. ("Elliott International") and
Elliott International Capital Advisors Inc. ("International
Advisors") together beneficially own a total of 2,488,981
shares of Common Stock.
Elliott Associates, Elliott International and International
Advisors together beneficially own an aggregate of 2,985,610
shares of Common Stock.
(b) Percent of class:
Elliott Associates' beneficial ownership of 496,629 shares of
Common Stock constitutes 1.3% of all of the outstanding shares
of Common Stock.
Elliott International and International Advisors' aggregate
beneficial ownership of 2,488,981 shares of Common Stock
constitutes 6.4% of all of the outstanding shares of Common
Stock.
Elliott Associates, Elliott International and International
Advisors' aggregate beneficial ownership of 2,985,610 shares
of Common Stock constitutes 7.6% of all the outstanding shares
of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Elliott Associates has sole power to vote or direct the vote
of 496,629 shares of Common Stock.
(ii) Shared power to vote or to direct the vote
Elliott International and International Advisors together
have shared power to vote or direct the vote of 2,488,981
shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of
Elliott Associates has sole power to dispose or direct the
disposition of 496,629 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of
Elliott International and International Advisors together
have shared power to dispose or direct the disposition of
2,488,981 shares of Common Stock.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
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.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information with respect to it set forth
in this statement is true, complete, and correct.
Dated: February 12, 2003
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P.,
as General Partner
By: Braxton Associates, Inc., as
General Partner
By: /s/ Elliot Greenberg
----------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL INTERNATIONAL, L.P.
By: Elliott International Capital
Advisors Inc., as Investment Manager
By: /s/ Elliot Greenberg
------------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Elliot Greenberg
------------------------
Elliot Greenberg
Vice President