UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
DOCUMENT CAPTURE TECHNOLOGIES, INC.
(Name of issuer)
Common Stock, par value $0.001 per share
(Title of class of securities)
25614C 10 8
(CUSIP number)
Jennifer M. Daniels
General Counsel
NCR Corporation
3097 Satellite Blvd.
Duluth, GA 30096
(Name, address and telephone number of person authorized to receive notices and communications)
March 16, 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 that 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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | 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 (“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. 25614C 10 8 | 13D | Page 2 of 4 pages |
| 1 | Names of reporting persons
NCR Corporation | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
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| 3 | SEC use only
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| 4 | Source of funds (see instructions)
WC | |||||
| 5 | Check 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
Maryland | |||||
Number of shares beneficially owned by each reporting person with | 7 | Sole voting power
7,722,008(1) | ||||
| 8 | Shared voting power
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| 9 | Sole dispositive power
7,722,008(1) | |||||
| 10 | Shared dispositive power
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11 | Aggregate amount beneficially owned by each reporting person
7,722,008(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
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13 | Percent of class represented by amount in Row (11)
31.73%(2) | |||||
14 | Type of reporting person (see instructions)
CO | |||||
| (1) | Includes 3,861,004 shares of common stock subject to a two-year option that is currently exercisable. |
| (2) | Such percentage reflects the ratio that the number of shares of common stock that the Reporting Person may be deemed to beneficially own bears to the 20,479,276 shares of the Issuer’s common stock outstanding at March 8, 2011 (as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010) plus the 3,861,004 shares subject to the currently exercisable option granted to the Reporting Person in connection with the transactions described in this Schedule 13D. |
| CUSIP No. 25614C 10 8 | 13D | Page 3 of 4 pages |
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends the statement on Schedule 13D that was originally filed by NCR Corporation (“NCR”) with the Securities and Exchange Commission on August 16, 2010, and amended on December 9, 2010 (as amended, the “Statement”), with respect to the common stock, par value $0.001 per share, of Document Capture Technologies, Inc. (the “Issuer”). This Amendment No. 2 is being filed to reflect a change in the percentage of the Issuer’s common stock beneficially owned by NCR. The change results from a reduction in the Issuer’s outstanding shares of common stock (as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
This Amendment No. 2 amends the Statement as specifically set forth herein. Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended to read as follows:
(a) – (b) The Shares and the Option Shares together represent 31.73% of the Issuer’s outstanding shares of Common Stock. Such percentage reflects the ratio that (i) the Shares and the Option Shares bear to (ii) the 20,479,276 shares of Common Stock outstanding at March 8, 2011 (as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010) plus the Option Shares. NCR has sole power to vote and dispose of the Shares. NCR beneficially owns the Option Shares, and would have the sole power to vote and dispose of the Option Shares upon the exercise of the Option.
(c) The information set forth in Item 6 of this Statement is incorporated into this Item 5(c) by reference. Except for the transactions described herein, no transactions in shares of Common Stock of the Issuer were effected by NCR during the past sixty days.
(d) No person other than NCR is known by NCR 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 or the Option Shares.
(e) Not applicable.
SIGNATURE
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: March 24, 2011 | NCR CORPORATION | |||||
| By: | /s/ Jennifer M. Daniels | |||||
| Jennifer M. Daniels | ||||||
| Senior Vice President and General Counsel | ||||||