-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SKgYX7cOuzlb27S7gxuGY79Z4vEef4kOclWbR1k00xtppqjfw4agwU4lNTY0VZZd mFP4DbaIpBjs2FQkRijmqg== 0001144204-05-036952.txt : 20051121 0001144204-05-036952.hdr.sgml : 20051121 20051121121125 ACCESSION NUMBER: 0001144204-05-036952 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051121 DATE AS OF CHANGE: 20051121 GROUP MEMBERS: MIDSUMMER CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORCE PROTECTION INC CENTRAL INDEX KEY: 0001032863 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] IRS NUMBER: 841383888 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-54295 FILM NUMBER: 051217148 BUSINESS ADDRESS: STREET 1: 9801 HIGHWAY 78 - BLDG 3 CITY: LADSON STATE: SC ZIP: 29456 BUSINESS PHONE: (843) 740-7015 MAIL ADDRESS: STREET 1: 9801 HIGHWAY 78 - BLDG 3 CITY: LADSON STATE: SC ZIP: 29456 FORMER COMPANY: FORMER CONFORMED NAME: SONIC JET PERFORMANCE INC DATE OF NAME CHANGE: 19981216 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER CAPITAL OPPORTUNITIES III INC DATE OF NAME CHANGE: 19970210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MIDSUMMER INVESTMENT LTD CENTRAL INDEX KEY: 0001312269 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 485 MADISON AVENUE 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-584-2140 MAIL ADDRESS: STREET 1: 485 MADISON AVENUE 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 v030079_sc13g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------------ SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) ------------------------------------------------ FORCE PROTECTION, INC. ---------------------- (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE ------------------------------ (Title of Class of Securities) 345203202 (CUSIP Number) November 14, 2005 ----------------- (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) (Continued on following pages) (Page 1 of 9 Pages) Page 2 of 9 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Midsummer Investment, Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 2,285,295 (1). OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER REPORTING PERSON None. WITH: -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 2,285,295 (1). - -------------------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER None. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,285,295 (1). - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- (1) Please see Item 4 for a description of the shares of Common Stock comprising the total of 2,285,295. Page 3 of 9 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Midsummer Capital, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 2,285,295 (1). OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER REPORTING PERSON None. WITH: -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 2,285,295 (1). - -------------------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER None. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,285,295 (1). - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- (1) Please see Item 4 for a description of the shares of Common Stock comprising the total of 2,285,295. Page 4 of 9 Item 1(a). Name of Issuer. Force Protection, Inc. (the "Issuer" or "VRA") Item 1(b). Address of Issuer's Principal Executive Offices. 9801 Highway 78, Bldg #2 Ladson, South Carolina 29456 Item 2(a). Names of Person Filing. Midsummer Investment, Ltd. ("Midsummer Investment") Midsummer Capital, LLC ("Midsummer Capital") Item 2(b). Address of Principal Business Office, or if none, Residence. As to Midsummer Investment: Midsummer Investment, Ltd c/o Midsummer Capital, LLC 485 Madison Ave, 23rd Floor New York, NY 10022 As to Midsummer Capital: 485 Madison Avenue 23rd Floor New York, New York 10022 Item 2(c). Citizenship. As to Midsummer Investment: Bermuda As to Midsummer Capital: New York Item 2(d). Title of Class of Securities. Common Stock, par value $0.001 per share (the "Common Stock") Item 2(e). CUSIP Number. 345203202 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: Not applicable. Page 5 of 9 Item 4. Ownership. The 2,285,295 shares of Common Stock beneficially owned by Midsummer Investment include only actual shares of Common Stock. Additionally, Midsummer Investment holds 5,000 shares of Series D 6% Convertible Preferred Stock convertible into 2,450,980 shares of Common Stock and a Common Stock Purchase Warrant exercisable into 833,333 shares of Common Stock. However, the aggregate number of shares of Common Stock into which such preferred stock is convertible and into which such warrants are exercisable, and which Midsummer Investment has the right to acquire beneficial ownership, is limited to the number of shares of Common Stock that, together with all other shares of Common Stock beneficially owned by Midsummer Investment, including the shares of Common Stock subject to this Schedule 13G, does not exceed 4.99% of the total outstanding shares of Common Stock. Accordingly, such shares of preferred stock and warrants are not currently convertible or exercisable, as the case may be, into Common Stock unless and until the actual shares of Common Stock held by any of Midsummer Investment or Midsummer Capital is less than 4.99% of the total outstanding shares of Common Stock. Midsummer Capital serves as general partner and principal investment manager to Midsummer Investment, and as such has been granted investment discretion over Midsummer Investment's investments, including the investment in the common stock of the Issuer. As a result of its role as general partner and investment manager to Midsummer Investment, Midsummer Capital may be deemed to be the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), of such common stock held by Midsummer Investment. However, Midsummer Capital does not have the right to receive dividends from, or the proceeds from the sale of, such common stock held by Midsummer Investment and disclaims any beneficial ownership of such shares of such common stock. Accordingly, for the purpose of this Statement: (a) Amount beneficially owned by Midsummer Investment: 2,285,295 shares of Common Stock of the Issuer. (b) Percent of Class: Midsummer Investment beneficially holds 6.5% of the Issuer's issued and outstanding Common Stock (based on 35,355,047 shares of Common Stock issued and outstanding, as of September 30, 2005, as stated by the Issuer in its Form 10-Q for the quarter ended September 30, 2005). (c) Number of shares as to which Midsummer Investment has: (i) Sole power to direct the vote: 2,285,295 shares of Common Stock of the Issuer. (ii) Shared power to vote or to direct the vote: None. (iii) Sole power to dispose or direct the disposition of the Common Stock: 2,285,295 shares of Common Stock of the Issuer. (iv) Shared power to dispose or direct the disposition of the Common Stock: None. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Page 6 of 9 Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below, I certify that, to the best of my 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 which could have that purpose or effect. Page 7 of 9 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. Date: November 18, 2005 MIDSUMMER INVESTMENT, LTD. By: /s/ Michel A. Amsalem --------------------------- Name: Michel A. Amsalem Title: Director MIDSUMMER CAPITAL, LLC By: /s/ Michel A. Amsalem --------------------------- Name: Michel A. Amsalem Title: President Page 8 of 9 Exhibit Index - ------------- 99.1 Joint Filing Agreement EX-99.1 2 v030079_ex99-1.txt Page 9 of 9 EXHIBIT 99.1 AGREEMENT OF JOINT FILING THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 18th day of November 2005, by and among Midsummer Investment, Ltd. and Midsummer Capital, LLC. The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G relating to their ownership (direct or otherwise) of any securities of Force Protection, Inc., a Delaware corporation, and any and all amendments thereto and any other document relating thereto (collectively, the "Filings") required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings. This Agreement is intended to satisfy the requirements of Rule 13d-l (k)(l) under the Exchange Act. This agreement may be executed in any number of counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. MIDSUMMER INVESTMENT, LTD. By: /s/ Michel A. Amsalem --------------------------- Name: Michel A. Amsalem Title: Director MIDSUMMER CAPITAL, LLC By: /s/ Michel A. Amsalem --------------------------- Name: Michel A. Amsalem Title: President -----END PRIVACY-ENHANCED MESSAGE-----