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.2)*
eGain Communications Corporation
-------------------------------------
(Name of Issuer)
Common Stock
--------------------
(Title of Class of Securities)
28225C806
----------------
(CUSIP Number)
December 31, 2004
-------------------------
(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
676,471
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
676,471
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
676,471
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
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, 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
676,471
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
676,471
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
676,471
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
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
676,471
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
676,471
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
676,471
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
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 Elliott
Associates, L.P. ("Elliott Associates"), Elliott International, L.P. ("Elliott
International") and Elliott International Capital Advisors Inc. ("International
Advisors" and collectively, the "Reporting Persons") as of February 8, 2005 and
amends and supplements the Schedule 13G dated August 16, 2001, as previously
amended (as amended, 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 beneficially owns a total of 676,471 shares
of Common Stock.
Elliott International, L.P. International Advisors together
beneficially own a total of 676,471 shares of Common Stock.
Elliott Associates, Elliott International and International Advisors
together beneficially own an aggregate of 1,352,942 shares of
Common Stock.
(b) Percent of class:
Elliott Associates' beneficial ownership of 676,471 shares of Common
Stock constitutes 4.4% of all of the outstanding shares of Common
Stock.
Elliott International and International Advisors' aggregate
beneficial ownership of 676,471 shares of Common Stock constitutes
4.4% of all of the outstanding shares of Common Stock.
Elliott Associates, Elliott International and International Advisors'
aggregate beneficial ownership of 1,352,942 shares of Common Stock
constitutes 8.8% 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 676,471 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 676,471 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 676,471 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 676,471
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 14, 2005
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