0001144204-15-010057.txt : 20150218 0001144204-15-010057.hdr.sgml : 20150216 20150217160812 ACCESSION NUMBER: 0001144204-15-010057 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: API Technologies Corp. CENTRAL INDEX KEY: 0001081078 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 980200798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78423 FILM NUMBER: 15622328 BUSINESS ADDRESS: STREET 1: 4705 S. APOPKA VINELAND ROAD, SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 855-294-3800 MAIL ADDRESS: STREET 1: 4705 S. APOPKA VINELAND ROAD, SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 FORMER COMPANY: FORMER CONFORMED NAME: API Nanotronics Corp. DATE OF NAME CHANGE: 20061106 FORMER COMPANY: FORMER CONFORMED NAME: RUBINCON VENTURES INC DATE OF NAME CHANGE: 20000207 FORMER COMPANY: FORMER CONFORMED NAME: RUBINCON RESOURCES INC DATE OF NAME CHANGE: 19990325 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 SC 13G/A 1 v399850_sc13ga.htm SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

API Technologies corp.

(Name of Issuer)

Common Stock, $.001 Par Value Per Share

(Title and Class of Securities)

00187E203

(CUSIP Number)

December 31, 2014

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

CUSIP No. 00187E203

Page 2 of 13 Pages

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons
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 Less than 5% of the number of outstanding shares of any class of capital stock.
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER Less than 5% of the number of outstanding shares of any class of capital stock.
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Less than 5% of the number of outstanding shares of any class of capital stock.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% of the number of outstanding shares of any class of capital stock.
12	TYPE OF REPORTING PERSON PN

CUSIP No. 00187E203

Page 3 of 13 Pages

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons
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 Less than 5% of the number of outstanding shares of any class of capital stock.
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER Less than 5% of the number of outstanding shares of any class of capital stock.
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Less than 5% of the number of outstanding shares of any class of capital stock.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% of the number of outstanding shares of any class of capital stock.
12	TYPE OF REPORTING PERSON PN

CUSIP No. 00187E203

Page 4 of 13 Pages

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER Less than 5% of the number of outstanding shares of any class of capital stock.
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER Less than 5% of the number of outstanding shares of any class of capital stock.
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Less than 5% of the number of outstanding shares of any class of capital stock.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% of the number of outstanding shares of any class of capital stock.
12	TYPE OF REPORTING PERSON CO

CUSIP No. 00187E203

Page 5 of 13 Pages

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons
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 Less than 5% of the number of outstanding shares of any class of capital stock.
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER Less than 5% of the number of outstanding shares of any class of capital stock.
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Less than 5% of the number of outstanding shares of any class of capital stock.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% of the number of outstanding shares of any class of capital stock.
12	TYPE OF REPORTING PERSON CO

CUSIP No. 00187E203

Page 6 of 13 Pages

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WYNNEFIELD CAPITAL MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER Less than 5% of the number of outstanding shares of any class of capital stock.
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER Less than 5% of the number of outstanding shares of any class of capital stock.
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Less than 5% of the number of outstanding shares of any class of capital stock.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% of the number of outstanding shares of any class of capital stock.
12	TYPE OF REPORTING PERSON OO

CUSIP No. 00187E203

Page 7 of 13 Pages

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WYNNEFIELD CAPITAL, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER Less than 5% of the number of outstanding shares of any class of capital stock.
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER Less than 5% of the number of outstanding shares of any class of capital stock.
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Less than 5% of the number of outstanding shares of any class of capital stock.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% of the number of outstanding shares of any class of capital stock.
12	TYPE OF REPORTING PERSON CO

CUSIP No. 00187E203

Page 8 of 13 Pages

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NELSON OBUS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons
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 Less than 5% of the number of outstanding shares of any class of capital stock.
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER Less than 5% of the number of outstanding shares of any class of capital stock.
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Less than 5% of the number of outstanding shares of any class of capital stock.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% of the number of outstanding shares of any class of capital stock.
12	TYPE OF REPORTING PERSON IN

CUSIP No. 00187E203

Page 9 of 13 Pages

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS JoSHUA Landes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons
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 Less than 5% of the number of outstanding shares of any class of capital stock.
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER Less than 5% of the number of outstanding shares of any class of capital stock.
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Less than 5% of the number of outstanding shares of any class of capital stock.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5% of the number of outstanding shares of any class of capital stock.
12	TYPE OF REPORTING PERSON IN

CUSIP No. 00187E203

Page 10 of 13 Pages

Item 1(a).		Name of Issuer: API Technologies Corp.

Item 1(b).		Address of Issuer's Principal Executive Offices: 4705 S. Apopka Vineland Rd., Suite 210, Orlando, FL 32819

Item 2(a).		Name of Person Filing:
		Wynnefield Partners Small Cap Value, L.P. (“Partners”)

		Wynnefield Partners Small Cap Value, L.P. I (“Partners I”)

		Wynnefield Small Cap Value Offshore Fund, Ltd. (the “Fund”)

		Wynnefield Capital, Inc. Profit Sharing Plan (the “Plan”)

		Wynnefield Capital Management, LLC (“WCM”)

		Wynnefield Capital, Inc. (“WCI”)

		Nelson Obus

		Joshua Landes

Item 2(b).		Address of Principal Business Office or, if None, Residence: 450 Seventh Avenue, Suite 509, New York, New York 10123

Item 2(c).		Citizenship:
		Partners and Partners I are Delaware limited partnerships.

		The Fund and WCI are Cayman Islands companies.

		WCM is a New York limited liability company.

		The Plan is a Delaware corporation.

Mr. Obus and Mr. Landes are United States citizens.

CUSIP No. 00187E203

Page 11 of 13 Pages

Item 2(d).	Title of Class of Securities: Common Stock, $0.001 Par Value Per Share.

Item 2(e).	CUSIP Number: 00187E203

Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or Dealer registered under Section 15 of the Act.

(b)	¨	Bank as defined in Section 3(a)(6) of the Act.

(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act.

(d)	¨	Investment Company registered under Section 8 of the Investment Company Act.

(e)	þ	Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)	¨	Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)	¨	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act of 1940.

(j)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

		If this Statement is filed pursuant to Rule 13d-1(c), check this box ¨.

CUSIP No. 00187E203

Page 12 of 13 Pages

Item 4.

Ownership.

(a) Amount beneficially owned: Less than 5% of the number of outstanding shares of any class of capital stock.

(b) Percent of Class: Less than 5% of the number of outstanding shares of any class of capital stock.

(i) Sole power to vote or to direct the vote: Less than 5% of the number of outstanding shares of any class of capital stock.

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: Less than 5% of the number of outstanding shares of any class of capital stock.

(i) Shared Power to dispose or to direct the disposition of: 0

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. R.

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. See Item 2(a)-(c).

Item 9.	Notice of Dissolution of Group. Not Applicable.

Item 10.	Certifications. 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 having that purpose or effect.

CUSIP No. 00187E203

Page 13 of 13 Pages

SIGNATURE

Date: February 17, 2015	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

	By:	Wynnefield Capital Management, LLC, General Partner

		By:	/s/ Nelson Obus
			Nelson Obus, Managing Member

	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

	By:	Wynnefield Capital Management, LLC, General Partner

		By:	/s/ Nelson Obus
			Nelson Obus, Managing Member

	WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

	By:	Wynnefield Capital, Inc.

		By:	/s/ Nelson Obus
			Nelson Obus, President

	WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN

		By:	/s/ Nelson Obus
			Nelson Obus, Portfolio Manager

	WYNNEFIELD CAPITAL MANAGEMENT, LLC

		By:	/s/ Nelson Obus
			Nelson Obus, Co-Managing Member

	WYNNEFIELD CAPITAL, INC.

		By:	/s/ Nelson Obus
			Nelson Obus, President

	/s/ Nelson Obus
	Nelson Obus, Individually

	/s/ Joshua Landes
	Joshua Landes, Individually