eh1100738_sc13da8.htm
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Schedule 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
 
eGain Communications Corporation
(Name of Issuer)
 
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
 
282225C103
(CUSIP Number)
 
John C. Kennedy, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3025
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
October 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 which is the subject of this Schedule 13D, and is filing this schedule because of §§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.
 
All ownership percentages set forth herein are based on there being 24,323,242 shares of Common Stock outstanding unless otherwise specified herein.
 
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 (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 (however, see the Notes).
 
 
 
 
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  2 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Oak Hill Capital Partners, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
5,212,475
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
5,212,475
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,212,475(1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
21.4%(2)
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(1)
5,212,475 shares of Common Stock are owned directly by Oak Hill Capital Partners, L.P., through its general partner, OHCP GenPar, L.P., through OHCP GenPar, L.P.’s general partner, OHCP MGP, LLC.  See Item 5(a) herein.
 
(2)
Assumes that there are 24,323,242 shares of Common Stock outstanding as of October 20, 2011.
 
 
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  3 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Oak Hill Capital Management Partners, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
133,654
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
133,654
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
133,654(3)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.5%(4)
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(3)
133,654 shares of Common Stock are owned directly by Oak Hill Capital Management Partners, L.P., through its general partner, OHCP GenPar, L.P., through OHCP GenPar, L.P.’s general partner, OHCP MGP, LLC.  See Item 5(a) herein.
 
(4)
Assumes that there are 24,323,242 shares of Common Stock outstanding as of October 20, 2011.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  4 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
OHCP GenPar, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
5,346,129
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
5,346,129
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,346,129(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)
 
22.0%(6)
  
14
TYPE OF REPORTING PERSON
 
PN
  

(5)
OHCP GenPar, L.P. beneficially owns the following shares of Common Stock:  (i) 5,212,475 shares of Common Stock in its capacity as general partner of Oak Hill Capital Partners, L.P.; and (ii) 133,654 shares of Common Stock in its capacity as general partner of Oak Hill Capital Management Partners, L.P.  See Item 5(a) herein.
 
(6)
Assumes that there are 24,323,242 shares of Common Stock outstanding as of October 20, 2011.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  5 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
OHCP MGP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
5,346,129
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
5,346,129
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,346,129(7)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.0%(8)
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
(7)
See footnote (5) to page relating to OHCP GenPar, L.P.  Power is exercised by OHCP MGP, LLC in its capacity as general partner of OHCP GenPar, L.P.
 
(8)
Assumes that there are 24,323,242 shares of Common Stock outstanding as of October 20, 2011.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  6 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Oak Hill Venture Fund I, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
785,820
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
785,820
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
785,820(9)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.2%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(9)
785,820 shares of Common Stock are owned directly by Oak Hill Venture Fund I, L.P. through its general partner, OHVF GenPar I, L.P., through OHVF GenPar I, L.P.’s general partner, OHVF MGP I, LLC.  See Item 5(a) herein.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  7 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
OHVF GenPar I, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
785,820
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
785,820
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
785,820(10)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.2%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(10)
Power is exercised by OHVF GenPar I, L.P. in its capacity as general partner to Oak Hill Venture Fund I, L.P. and through its general partner, OHVF MGP I, LLC.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  8 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
OHVF MGP I, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
785,820
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
785,820
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
785,820(11)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.2%
  
14
TYPE OF REPORTING PERSON
 
OO
  

(11)
See footnote (10) to page relating to OHVF GenPar I, L.P.  Power is exercised by OHVF MGP I, LLC in its capacity as general partner to OHVF GenPar I, L.P. and through its sole member, FW Group GenPar, Inc.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  9 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
FW Group GenPar, Inc.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
785,820
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
785,820
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
785,820(12)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.2%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
(12)
See footnote (11) to page relating to OHVF MGP I, LLC.  Power is exercised by FW Group GenPar, Inc. in its capacity as sole member of OHVF MGP I, LLC.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  10 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
FW Investors V, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,921,718
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,921,718
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,921,718(13)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.9%(14)
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(13)
1,921,718 shares of Common Stock are owned directly by FW Investors V, L.P., through its general partner, FW Management II, LLC.  See Item 5(a) herein.
 
(14)
Assumes that there are 24,323,242 shares of Common Stock outstanding as of October 20, 2011.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  11 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
FW Management II, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,921,718
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,921,718
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,921,718(15)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.9%(16)
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
(15)
See footnote (13) to page relating to FW Investors V, L.P.  Power is exercised by FW Management II, LLC in its capacity as general partner to FW Investors V, L.P. through its sole member, J. Taylor Crandall.
 
(16)
Assumes that there are 24,323,242 shares of Common Stock outstanding as of October 20, 2011.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  12 of 27

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Robert M. Bass
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
283,315
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
283,315
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
283,315(17)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
(17)
Represents the shares of Common Stock that are beneficially owned as a result of a previous distribution from FW Ventures I, L.P.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  13 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Capital Partnership
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
70,727(18)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
70,727
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
70,727
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.3%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(18)
Represents the shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P.  Power is exercised by Capital Partnership through its managing partner, Margaret Lee Bass 1980 Trust.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  14 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
David G. Brown
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
16,166
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
16,166
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,666(19)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%(20)
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
(19)
Represents 16,166 shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P. and 2,500 shares of Common Stock that would be beneficially owned upon exercise of director options held by Mr. Brown.
 
(20)
Assumes that there are 24,323,242 shares of Common Stock outstanding as of October 20, 2011.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  15 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Mark A. Wolfson
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
16,166
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
16,166
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
20,666(21)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%(22)
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
(21)
Represents 16,166 shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P. and 4,500 shares of Common Stock that would be beneficially owned upon exercise of director options held by Mr. Wolfson.
 
(22)
Assumes that there are 24,323,242 shares of Common Stock outstanding as of October 20, 2011.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  16 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Group III 31, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
4,041
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
4,041
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,041(23)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
(23)
Represents the shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  17 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
J. Taylor Crandall (in the capacity described herein)
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,925,759
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,925,759
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,925,759(24)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.9%(25)
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
(24)
(i) Solely in his capacity as the sole member of Group III 31, LLC with respect to 4,041 shares of Common Stock, which represents the shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P.; and (ii) solely in his capacity as the sole member of FW Management II, LLC with respect to 1,921,718 shares.  See footnote (15) to page relating to FW Management II, LLC.
 
(25)
Assumes that there are 24,323,242 shares of Common Stock outstanding as of October 20, 2011.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  18 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Woodside Partners, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
12,124
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
12,124
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,124(26)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(26)
Represents the shares of Common Stock that are directly owned by Woodside Partners, L.P. as a result of a previous distribution by FW Ventures I, L.P.  Woodside Partners, L.P. owns the shares through its general partner, Tonandowah, L.L.C., of which the sole member is Caroline Jean Crandall 1998 Trust, of which John Fant is the sole trustee.
 
 
 
 
 

CUSIP No. 282225C103
 
 SC 13D
Page  19 of 27


 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Tonandowah, L.L.C.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
12,124
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
12,124
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,124(27)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
(27)
Solely in its capacity as the general partner of Woodside Partners, L.P.  See footnote (26) to page relating to Woodside Partners, L.P.
 
 
 
 
 

 
CUSIP No. 282225C103
 
 SC 13D
Page  20 of 27
 
 
Amendment No. 8 to Schedule 13D
 
This Amendment No. 8 to Schedule 13D is filed by the undersigned to amend Schedule 13D, filed on August 18, 2000 (the “Original Filing”), as amended by Amendment No. 1 to the Schedule 13D filed on February 15, 2001, as amended by Amendment No. 2 to the Schedule 13D filed on August 15, 2001, as amended by Amendment No. 3 to the Schedule 13D filed on April 6, 2004, as amended by Amendment No. 4 to the Schedule 13D filed on October 1, 2004, as amended by Amendment No. 5 to the Schedule 13D filed on December 28, 2004, as amended by Amendment No. 6 to the Schedule 13D filed on September 26, 2008 and as amended by Amendment No. 7 to the Schedule 13D filed on September 8, 2011.  Unless otherwise indicated, all capitalized terms shall have the same meaning as provided in the Original Filing.
 
Item 1.  Security and Issuer.
 
No material change.
 
Item 2.  Identity and Background.
 
No material change.
 
Item 3.  Source and Amount of Funds or Other Consideration.
 
No material change.
 
Item 4.  Purpose of Transaction.
 
Item 4 is hereby amended and supplemented by the addition of the following:
 
The Issuer has filed a shelf registration statement on Form S-3 with the SEC on October 25, 2011 (the “Shelf Registration”). The Shelf Registration registers an aggregate of 13,639,439 shares of common stock, which includes 10,639,439 shares of common stock (the “Secondary Shares”) of certain Reporting Persons and permits certain Reporting Persons to offer the Secondary Shares for sale from time to time directly to investors or through underwriters, dealers or agents as described in the “Plan of Distribution” of the Shelf Registration.
 
 
 
 
 
 
CUSIP No. 282225C103
 
 SC 13D
Page  21 of 27
 
 
 
Item 5.  Interest in Securities of the Issuer.
 
(a)           Item 5(a) is hereby amended and supplemented by the addition of the following:
 
As of October 25, 2011, (i) OHCP beneficially owns 5,212,475 shares of the Common Stock or 21.4% of the issued and outstanding shares of the Common Stock; (ii) OHCMP beneficially owns 133,654 shares of the Common Stock or 0.5% of the issued and outstanding shares of the Common Stock; (iii) OHCP GenPar, because of its position as general partner of each of OHCP and OHCMP may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 5,346,129 shares of Common Stock or 22.0% of the issued and outstanding shares of the Common Stock; (iv) OHCP MGP, because of its position as general partner of OHCP GenPar may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 5,346,129 shares of Common Stock or 22.0% of the issued and outstanding shares of the Common Stock; (v) OHVF beneficially owns 785,820 shares of the Common Stock or 3.2% of the issued and outstanding shares of the Common Stock; (vi) OHVF GenPar, because of its position as general partner of OHVF may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 785,820 shares of Common Stock or 3.2% of the issued and outstanding shares of the Common Stock; (vii) OHVF MGP, because of its position as general partner of OHVF GenPar may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 785,820 shares of Common Stock or 3.2% of the issued and outstanding shares of the Common Stock; (viii) FWI beneficially owns 1,921,718 shares of the Common Stock or 7.9% of the issued and outstanding shares of the Common Stock; (ix) FWM, because of its position as general partner of FWI may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 1,921,718 shares of the Common Stock or 7.9% of the issued and outstanding shares of the Common Stock; (x) FW Group GenPar, Inc., because of its position as sole member of OHVF MGP may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 785,820 shares of the Common Stock or 3.2% of the issued and outstanding shares of the Common Stock; (xi) Capital beneficially owns 70,727 shares of Common Stock or 0.3% of the issued and outstanding shares of the Common Stock; (xii) Mr. Bass beneficially owns 283,315 shares of Common Stock or 1.2% of the issued and outstanding shares of Common Stock; (xiii) Mr. Brown beneficially owns 18,666 shares of Common Stock or 0.1% of the issued and outstanding shares of Common Stock; (xiv) Mr. Wolfson beneficially owns 20,666 shares of Common Stock or 0.1% of the issued and outstanding shares of Common Stock; (xv) Woodside beneficially owns 12,124 shares of Common Stock or less than 0.1% of the issued and outstanding shares of Common Stock; (xvi) Tonan, because of its position as general partner of Woodside, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 12,124 shares of Common Stock or less than 0.1% of the issued and outstanding shares of Common Stock; (xvii) Group III beneficially owns 4,041 shares of Common Stock or less than 0.1% of the issued and outstanding shares of Common Stock; and (xviii) Mr. Crandall, because of his position as sole member of Group III and the sole member of FWM may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 1,925,759 shares of Common Stock or 7.9% of the issued and outstanding shares.
 
(b)           No material change.
 
 
 
 

 
CUSIP No. 282225C103
 
 SC 13D
Page  22 of 27
 
 
(c)           No material change.
 
(d)           No material change.
 
(e)           Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
No material change.
 
Item 7.  Material to be Filed as Exhibits.
 
No material change.
 
 
 
 
 

 
CUSIP No. 282225C103
 
 SC 13D
Page  23 of 27
 
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:  October 25, 2011
 
  OAK HILL CAPITAL PARTNERS, L.P.  
       
  By: OHCP GenPar, L.P., its general partner  
       
  By: OHCP MGP, LLC, its general partner  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
  OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.  
       
  By: OHCP GenPar, L.P., its general partner  
       
  By: OHCP MGP, LLC, its general partner  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
OHCP GENPAR, L.P.
  
       
  By: OHCP MGP, LLC, its general partner  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
 
 

 
CUSIP No. 282225C103
 
 SC 13D
Page  24 of 27
 
 
OHCP MGP, LLC
  
       
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
OAK HILL VENTURE FUND I, L.P.
  
       
  By: OHVF GenPar I, L.P., its general partner  
       
  By: OHVF MGP I, LLC, its general partner  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
 
 
 
 
OHVF GENPAR I, L.P.
  
       
  By: OHVF MGP I, LLC, its general partner  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
OHVF MGP I, LLC
  
       
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
 

 
CUSIP No. 282225C103
 
 SC 13D
Page  25 of 27
 
 
 
FW INVESTORS V, L.P.
  
       
  By: FW Management II, LLC, its general partner  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
FW MANAGEMENT II, LLC
  
       
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
FW GROUP GENPAR, INC.
  
       
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
 /s/ Kevin G. Levy  
    KEVIN G. LEVY  
    Attorney-in-Fact for:  
    ROBERT M. BASS (1)  
 
 
(1) 
A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission.
 
 
 
 
 

 
CUSIP No. 282225C103
 
 SC 13D
Page  26 of 27
 
 
 
 
CAPITAL PARTNERSHIP
  
       
  By: Margaret Lee Bass 1980 Trust, Managing Partner  
       
  By: Panther City Investment Company, Trustee  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
 
 
 
GROUP III 31, LLC
  
       
 
By:
/s/ Kevin G. Levy  
    Name:  Kevin G. Levy  
    Title:    Vice President   
       
  /s/ David G. Brown  
    DAVID G. BROWN  
       
  /s/ Mark A. Wolfson  
    MARK A. WOLFSON  
       
 
 /s/ Kevin G. Levy  
    KEVIN G. LEVY  
    Attorney-in-Fact for:  
    J. TAYLOR CRANDALL (2)  
 
 
(2) 
A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of J. Taylor Crandall previously has been filed with the Securities and Exchange Commission.
 
 
 
 
 

 
CUSIP No. 282225C103
 
 SC 13D
Page  27 of 27
 
 
 
 
WOODSIDE PARTNERS, L.P.
  
       
  By: Tonandowah, L.L.C., its general partner  
       
 
By:
/s/ John H. Fant  
    Name:  John H. Fant  
    Title:    Vice President   
       
 
 
 
TONANDOWAH, L.L.C.
  
       
       
 
By:
/s/ John H. Fant  
    Name:  John H. Fant  
   
Title:    Trustee of the Caroline Jean Crandall 1998 Trust,
              sole member of Tonandowah, L.L.C.