-----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, Q/UH0a7kVWSrRoOXYvrrO0btuV2c5f7Bp0BDZnot3PYf92GSR9R6/xyhxwuxCpOi FAaSzQjjlwxKVBqvF85iRw== 0001169232-09-003130.txt : 20090625 0001169232-09-003130.hdr.sgml : 20090625 20090625172209 ACCESSION NUMBER: 0001169232-09-003130 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090625 DATE AS OF CHANGE: 20090625 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOAPSTONE NETWORKS INC. CENTRAL INDEX KEY: 0001094895 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 020493372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60847 FILM NUMBER: 09910407 BUSINESS ADDRESS: STREET 1: 296 CONCORD ROAD STREET 2: SUITE 308 CITY: BILLERICA STATE: MA ZIP: 01821 BUSINESS PHONE: 978 715-2337 MAIL ADDRESS: STREET 1: 296 CONCORD ROAD STREET 2: SUITE 308 CITY: BILLERICA STATE: MA ZIP: 01821 FORMER COMPANY: FORMER CONFORMED NAME: AVICI SYSTEMS INC DATE OF NAME CHANGE: 20000516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TOWERVIEW LLC CENTRAL INDEX KEY: 0001166573 IRS NUMBER: 134159490 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 500 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129356655 MAIL ADDRESS: STREET 1: 500 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 d77260_sc13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 Soapstone Networks Inc. ---------------------------------------------------- (Name of Issuer) Common Stock ---------------------------------------------------- (Title of Class of Securities) 833570104 ---------------------------------------------------- (CUSIP Number) 6/24/2009 ---------------------------------------------------- (Date of Event Which Requires Filing of this Statement) (1) 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). Page 1 of 5 Pages CUSIP No. 833570104 13G Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person TowerView LLC. Employer I.D. # 13-4159490 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Citizenship or Place of Organization State of Delaware - -------------------------------------------------------------------------------- 5 Sole Voting Power Number of Shares 1,360,000 Beneficially -------------------------------------------------------- Owned By 6 Shared Voting Power Each Reporting 0 Person -------------------------------------------------------- With 7 Sole Dispositive Power 1,360,000 -------------------------------------------------------- 8 Shared Dispositive Power 0 -------------------------------------------------------- - -------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,360,000 - -------------------------------------------------------------------------------- 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_| - -------------------------------------------------------------------------------- 11 Percent of Class Represented By Amount in Row (9) 9.1% - -------------------------------------------------------------------------------- 12 Type of Reporting Person PN - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 5 Pages Item 1(a). Name of Issuer: The name of the issuer is Soapstone Networks Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: The Issuer's principal executive offices are located at 1 Federal Street Billerica, MA 01821 Item 2(a). Name of Person Filing: This report is being filed by TowerView LLC (the "Reporting Person"). Item 2(b). Address of Principal Business Office or, if None, Residence: The Reporting Person's principal business address is 500 Park Avenue, New York, New York 10022. Item 2(c). Citizenship: The Reporting Person is a Limited Liability Company organized under the laws of Delaware. Item 2(d). Title of Class of Securities: The report covers the Issuer's Common Stock (the "Shares"), $0.0001 Par value. Item 2(e). CUSIP Number: The CUSIP number of the Shares is 833570104. 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 and dealer registered under Section 15 of the Exchange Act. (b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act. (c) |_| Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) |_| Investment company registered under Section 8 of the Investment Company Act. (e) |_| An investment adviser in accordance with Rule 13d-1(b)(1) (ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) |_| A 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; (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Page 3 of 5 Pages If this statement is filed pursuant to Rule 13d-1(c), check this box. |X| Item 4. Ownership (a) Amount beneficially owned: As of June 25,2009 the Reporting Person beneficially owned 1,360,000 shares (the "Shares") of Common Stock. (b) Percent of class: In the Company's 10-Q filed April 30,2009 the Issuer indicated it had outstanding 14,866,870 shares of Common Stock as of April 27, 2009. The 1,360,000 shares of stock held beneficially by the Reporting Person represented 9.1% of the outstanding shares of Common Stock. (c) Number of Shares as to which the Reporting Person has: (i) sole power to vote or direct the vote - 1,360,000 shares; (ii) shared power to vote or to direct the vote -- none; (iii) sole power to dispose or direct the disposition of -- 1,360,000 shares; and (iv) shared power to dispose or to direct the disposition of -- none. 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 |_|. 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 having that purpose or effect. Page 4 of 5 Pages 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. June 25,2009 ----------------------------- (Date) /s/ Daniel R. Tisch ----------------------------- (Signature) Daniel R. Tisch Authorized Signatory TowerView LLC ----------------------------- (Name/Title) Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----