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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Iridex Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
462684101
(CUSIP Number)
Scott A. Shuda
BlueLine Partners, LLC
4115 Blackhawk Plaza Circle, Suite 100
Danville, California 94506
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
James C. Creigh
Blackwell Sanders Peper Martin LLP
1620 Dodge Street, Suite 2100
Omaha, Nebraska 68102
(402) 964-5000
September 7, 2005
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
Page 1 of 10
- ----------------------------
CUSIP No. 462684101 -
- ----------------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
BlueLine Capital Partners, L.P.
- ---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
2 Instructions) (a) [ ]
(b) [ X ]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- ---------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------- ----- ----------------------------------------------
- 7 SOLE VOTING POWER
- 0
NUMBER OF - ----- ----------------------------------------------
SHARES - 8 SHARED VOTING POWER
BENEFICIALLY - 231,246
OWNED BY EACH - ----- ----------------------------------------------
REPORTING - 9 SOLE DISPOSITIVE POWER
PERSON - 0
WITH - ----- ----------------------------------------------
- 10 SHARED DISPOSITIVE POWER
- 231,246
- --------------------------- ----- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,666
- ---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
(See Instructions)
- ---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
- ---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- ---------- ---------------------------------------------------------------------
Page 2 of 10
- ----------------------------
CUSIP No. 462684101 -
- ----------------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
BlueLine Catalyst Fund VIII, L.P.
- ---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
2 Instructions) (a) [ ]
(b) [ X ]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- ---------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------- ----- ----------------------------------------------
- 7 SOLE VOTING POWER
- 0
NUMBER OF - ----- ----------------------------------------------
SHARES - 8 SHARED VOTING POWER
BENEFICIALLY - 163,420
OWNED BY EACH - ----- ----------------------------------------------
REPORTING - 9 SOLE DISPOSITIVE POWER
PERSON - 0
WITH - ----- ----------------------------------------------
- 10 SHARED DISPOSITIVE POWER
- 163,420
- --------------------------- ----- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,666
- ---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
(See Instructions)
- ---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
- ---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- ---------- ---------------------------------------------------------------------
Page 3 of 10
- ----------------------------
CUSIP No. 462684101 -
- ----------------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
BlueLine Partners, L.L.C.
- ---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
2 Instructions) (a) [ ]
(b) [ X ]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- ---------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------- ----- ----------------------------------------------
- 7 SOLE VOTING POWER
- 0
NUMBER OF - ----- ----------------------------------------------
SHARES - 8 SHARED VOTING POWER
BENEFICIALLY - 394,666
OWNED BY EACH - ----- ----------------------------------------------
REPORTING - 9 SOLE DISPOSITIVE POWER
PERSON - 0
WITH - ----- ----------------------------------------------
- 10 SHARED DISPOSITIVE POWER
- 394,666
- --------------------------- ----- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,666
- ---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
(See Instructions)
- ---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
- ---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
- ---------- ---------------------------------------------------------------------
Page 4 of 10
Item 1. Security and Issuer
This Schedule 13D relates to Common Stock (the "Common Stock") of Iridex
Corporation (the "Company") with its principal executive offices located at 1212
Terra Bella Avenue, Mountain View, CA 94043.
Item 2. Identity and Background
(a)- (b) This statement is filed on behalf of BlueLine Capital Partners,
LP ("BCP"), BlueLine Catalyst Fund VIII, L.P. ("BlueLine Catalyst
VIII") and BlueLine Partners, L.L.C. ("BlueLine Partners" and,
together with BCP and BlueLine Catalyst VIII, the "Reporting
Entities"). BlueLine Partners is the sole general partner of BCP
and BlueLine Catalyst VIII and has an interest in the profits of
BCP and BlueLine Catalyst VIII. Timothy Bacci and Scott Shuda are
each Managing Directors of BlueLine Partners, L.L.C. Messrs.
Bacci and Shuda each disclaims beneficial ownership for purposes
of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Act"). The address of the principal business office
of each of the Reporting Entities and Messrs. Bacci and Shuda is
4115 Blackhawk Plaza Circle, Suite 100, Danville, California
94506.
(c) Each of BCP and BlueLine Catalyst VIII is a private investment
limited partnership. The principal business of BlueLine Partners
is to serve as investment manager to a variety of private
investment funds, including BCP and BlueLine Catalyst VIII, and
to control the investing and trading in securities of these
private investment funds. The principal business of Messrs. Bacci
and Shuda is to act as Managing Directors of BlueLine Partners.
(d) None of the Reporting Entities nor Messrs. Bacci and Shuda has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Entities nor Messrs. Bacci and Shuda has,
during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f) BCP and BlueLine Catalyst VIII are each a Delaware limited
partnership. BlueLine Partners is a Delaware limited liability
company. Messrs. Bacci and Shuda are each U.S. citizens.
Item 3. Source and Amount of Funds
As of the date hereof, the Reporting Entities may, in the aggregate, be deemed
to beneficially own 394,666 shares of the Common Stock (the "Shares"). The
Shares were purchased in the open market by BCP and BlueLine Catalyst VIII with
their investment capital.
Page 5 of 10
Item 4. Purpose of the Transaction
The purchases by BCP and BlueLine Catalyst VIII of the Shares were effected
because the Reporting Entities believe that the Company represents an attractive
investment based on the Company's operating history and continuing business
prospects. When BCP and BlueLine Catalyst VIII began purchasing Common Stock,
the Company's stock price was $5.50 and the Reporting Entities believed it
possible for the Common Stock to rise to a level twice that amount within twelve
to eighteen months. Subsequent events at the Company have caused the Reporting
Entities to raise that target price higher.
BlueLine Partners and its affiliated investment entities, including BCP and
BlueLine Catalyst VIII, seek to make investments in companies deemed by them to
be undervalued relative to their potential and in situations where they believe
BlueLine's efforts can help to create or unlock value. In the case of the
Company, the Reporting Entities believed it essential for the Company to
transition away from its traditional technology-centric orientation and toward a
greater customer and market orientation. This transition was likely to require
certain changes in management. On July 5, 2005, the Company made substantial
progress in this direction with the hire of Mr. Barry Caldwell to be the
Company's Chief Executive Officer. The Reporting Entities believe that Mr.
Caldwell will use the Company's large cash position to expand the Company's
business while better articulating the Company's potential beyond that as a
technology pioneer.
As part of their investment strategy, the Reporting Entities hope to have the
opportunity to discuss and work with management on various initiatives designed
to improve the Company's prospects and performance. Areas of focus will include
marketing, customer communications and investor relations, additional executive
hires, international expansion and strategic transactions.
Depending on market conditions, general economic conditions and other factors,
the Reporting Entities may purchase additional shares of Common Stock in the
open market or in private transactions, or may dispose of all or a portion of
the shares of Common Stock that they or any of them presently own or may
hereafter acquire.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Schedule 13D, each of the Reporting Entities may be
deemed to own 394,666 shares of Common Stock. These shares represent
approximately 5.3% of the shares of Common Stock outstanding based on
7,513,130 shares of the Company's Common Stock outstanding as reported in
the Company's Form 10-Q for the Company's fiscal quarter ended July 2, 2005
as filed with the Securities and Exchange Commission on August 16, 2005.
The Reporting Entities are making this single, joint filing because they
may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act. Each Reporting Entity expressly disclaims beneficial
ownership of any of the shares of Common Stock other than those reported
herein as being owned by it.
Page 6 of 10
(b) As of the date of this Schedule 13D: (i) BCP beneficially owns 231,246
shares of Common Stock with which BCP has shared voting power and shared
dispositive power with the other Reporting Entities; (ii) BlueLine Catalyst
VIII beneficially owns 163,420 shares of Common Stock with which BlueLine
Catalyst VIII has shared voting power and shared dispositive power with the
other Reporting Entities; and (iii) BlueLine Partners beneficially owns
394,666 shares of Common Stock with which BlueLine Partners has shared
voting power and shared dispositive power with the other Reporting
Entities.
(c) Information concerning transactions in the Common Stock effected by the
Reporting Entities during the past sixty days is set forth in Exhibit B
hereto and is incorporated by this reference. All of the transactions set
forth in Exhibit B were open market transactions for cash.
(d) No person (other than the Reporting Entities) is known to have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Entities have
entered into an agreement with respect to the joint filing of this statement,
and any amendment or amendments hereto, which is attached hereto as Exhibit A.
Item 7. Materials to be Filed as Exhibits
1. Exhibit A - Joint Filing Agreement dated September 15, 2005, signed by each
of the Reporting Entities in order to confirm that this Schedule 13D is
being filed on behalf of each of the Reporting Entities.
2. Exhibit B - Transactions in the Common Stock by the Reporting Entities
during the past 60 days.
Page 7 of 10
SIGNATURES
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.
Date: September 15, 2005
BlueLine Capital Partners, L.P.
By: BlueLine Partners, L.L.C.
Its: General Partner
By: /s/ Scott Shuda
--------------------------------------
Name: Scott Shuda
Title: Managing Director
BlueLine Catalyst Fund VIII, L.P.
By: BlueLine Partners, L.L.C.
Its: General Partner
By: /s/ Scott Shuda
--------------------------------------
Name: Scott Shuda
Title: Managing Director
BlueLine Partners, L.L.C.
By: /s/ Scott Shuda
--------------------------------------
Name: Scott Shuda
Title: Managing Director
Page 8 of 10
EXHIBIT A
Joint Filing Agreement
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the others, except
to the extent it knows or has reason to believe that such information is
inaccurate. This Joint Filing Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Date: September 15, 2005
BlueLine Capital Partners, L.P.
By: BlueLine Partners, L.L.C.
Its: General Partner
By: /s/ Scott Shuda
--------------------------------------
Name: Scott Shuda
Title: Managing Director
BlueLine Catalyst Fund VIII, L.P.
By: BlueLine Partners, L.L.C.
Its: General Partner
By: /s/ Scott Shuda
--------------------------------------
Name: Scott Shuda
Title: Managing Director
BlueLine Partners, L.L.C.
By: /s/ Scott Shuda
--------------------------------------
Name: Scott Shuda
Title: Managing Director
Page 9 of 10
EXHIBIT B
Transactions in the Common Stock effected by the Reporting Entities during the
past sixty days.
BlueLine Catalyst VIII BCP
Date No. of Shares Price per Share No. of Shares Price per Share
7/21/05 5,000 $ 6.87
7/22/05 100 $ 7.17
7/25/05 1,393 $ 7.17
7/26/05 (678) $ 7.30 1,500 $ 6.84
7/29/05 (200) $ 8.00
8/1/05 (1,000) $ 8.44 (1,759) $ 8.07
8/4/05 3,800 $ 7.78 20,400 $ 7.47
8/5/05 23,000 $ 7.39
8/8/05 5,100 $ 7.47
8/9/05 3,600 $ 7.39
8/10/05 18,400 $ 7.16
8/11/05 2,200 $ 7.25
8/12/05 6,100 $ 7.22
8/15/05 9,100 $ 7.41
8/16/05 8,300 $ 7.36
8/17/05 1,481 $ 7.50
8/18/05 900 $ 7.38
8/23/05 21,100 $ 7.53
8/24/05 3,700 $ 7.40
8/25/05 8,000 $ 7.40
8/26/05 1,000 $ 7.51
8/29/05 4,400 $ 7.94
8/31/05 5,500 $ 7.76
9/1/05 700 $ 7.81
9/2/05 2,500 $ 7.90
9/6/05 200 $ 7.86
9/7/05 5,400 $ 8.16
9/8/05 8,000 $ 8.01
9/12/05 5,000 $ 8.30
9/13/05 5,000 $ 8.25
Page 10 of 10