-----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, EOWlxmzqMgo6mdwCnP9RkXK51j4QjxFCr1SwYK0FSxhfcl+9tbUALHMce53uzaFd 4sS8ss3YkYWmcxxcb9CmiQ== 0000942708-07-000051.txt : 20070323 0000942708-07-000051.hdr.sgml : 20070323 20070323170445 ACCESSION NUMBER: 0000942708-07-000051 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070323 DATE AS OF CHANGE: 20070323 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SONIC INNOVATIONS INC CENTRAL INDEX KEY: 0001105982 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 870494518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60749 FILM NUMBER: 07715875 BUSINESS ADDRESS: STREET 1: 2795 EAST COTTONWOOD PARKWAY, SUITE 660 STREET 2: SUITE 660 CITY: SALT LAKE CITY STATE: UT ZIP: 84117-7261 BUSINESS PHONE: 8013652800 MAIL ADDRESS: STREET 1: 2795 EAST COTTOMOOD PARKWAY STREET 2: SUITE 660 CITY: SALT LAKE CITY STATE: UT ZIP: 84117-7261 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BlueLine Partners, L.L.C. CENTRAL INDEX KEY: 0001338294 IRS NUMBER: 202141854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4115 BLACKHAWK PLAZA CIRCLE, NO. 100 CITY: DANVILLE STATE: CA ZIP: 94506 BUSINESS PHONE: 925-648-2085 MAIL ADDRESS: STREET 1: 4115 BLACKHAWK PLAZA CIRCLE, NO. 100 CITY: DANVILLE STATE: CA ZIP: 94506 SC 13D/A 1 sched13d-032307.htm 032307

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Sonic Innovations, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

83545M109
(CUSIP Number)

Scott A. Shuda
BlueLine Partners, LLC
4115 Blackhawk Plaza Circle, Suite 100
Danville, California 94506
(925) 648-2085
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 15, 2007
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ].

Page 1 of 9


CUSIP No. 83545M109

1.		Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only). BlueLine Capital Partners, L.P.

2.		Check the Appropriate Box If a Member of Group (See Instructions)	(a) [ ] (b) [X]

3.		SEC Use Only

4.		Source of Funds (See Instructions) WC

5.		Check Box If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	[_]

6.		Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 1,099,717

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 1,099,717

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,206,384

12.		Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	\|_\|

13.		Percent of Class Represented by Amount in Row (11) 4.6%

14.		Type of Reporting Person (See Instructions) PN

Page 2 of 9


CUSIP No. 83545M109

1.		Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only). BlueLine Capital Partners II, L.P.

2.		Check the Appropriate Box If a Member of Group (See Instructions)	(a) [ ] (b) [X]

3.		SEC Use Only

4.		Source of Funds (See Instructions) WC

5.		Check Box If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	[_]

6.		Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 106,667

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 106,667

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,206,384

12.		Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	\|_\|

13.		Percent of Class Represented by Amount in Row (11) 4.6%

14.		Type of Reporting Person (See Instructions) PN

Page 3 of 9


CUSIP No. 83545M109

1.		Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only). BlueLine Partners, L.L.C.

2.		Check the Appropriate Box If a Member of Group (See Instructions)	(a) [ ] (b) [X]

3.		SEC Use Only

4.		Source of Funds (See Instructions) WC

5.		Check Box If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	[_]

6.		Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With	7.	Sole Voting Power 0

	8.	Shared Voting Power 1,206,384

	9.	Sole Dispositive Power 0

	10.	Shared Dispositive Power 1,206,384

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,206,384

12.		Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	\|_\|

13.		Percent of Class Represented by Amount in Row (11) 4.6%

14.		Type of Reporting Person (See Instructions) OO

Page 4 of 9

Item 1. Security and Issuer

This Amendment No. 1 (this “Amendment”) amends and supplements the prior Schedule 13D filed on May 30, 2006 by BlueLine Capital Partners, L.P, a Delaware limited partnership (“BCP I”) and BlueLine Partners, L.L.C., a Delaware limited liability company (“BlueLine Partners”). This Amendment relates to the common stock (the “Common Stock”) of Sonic Innovations, Inc. (the “Company”) with its principal executive offices located at 2795 East Cottonwood Parkway, Suite 660, Salt Lake City, UT 84121. Items designated as “no change” indicate that the information previously included in prior Schedule 13D remains current as of the date of this Amendment.

Item 2. Identity and Background

(a)-(b)

This statement is filed on behalf of BCP I, BlueLine Capital Partners II, LP, a Delaware limited partnership (“BCP II”) and BlueLine Partners (collectively, “BlueLine” or the “Reporting Entities”). BlueLine Partners is the sole general partner of BCP I and BCP II and has an interest in the profits of BCP I and BCP II. Scott Shuda and Timothy Bacci are each Managing Directors of BlueLine Partners. Messrs. Shuda and Bacci each disclaims beneficial ownership for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Act”). The address of the principal business office of each of the Reporting Entities and Messrs. Shuda and Bacci is 4115 Blackhawk Plaza Circle, Suite 100, Danville, California 94506.

(c)

BCP I and BCP II are both private investment limited partnerships. The principal businessof BlueLine Partners is to serve as investment manager to a variety of private investment funds, including BCP I and BCP II, and to control the investing and trading in securities of these private investment funds. The principal business of Messrs. Shuda and Bacci is to act as Managing Directors of BlueLine Partners.

(d)	None of the Reporting Entities nor Messrs. Shuda and Bacci has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Entities nor Messrs. Shuda and Bacci has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	BCP I and BCP II are Delaware limited partnerships. BlueLine Partners is a Delaware limited liability company. Messrs. Shuda and Bacci are each U.S. citizens.

Page 5 of 9

Item 3. Source and Amount of Funds

As of the date hereof, the Reporting Entities may, in the aggregate, be deemed to beneficially own 1,206,384 shares of Common Stock.

Item 4. Purpose of the Transaction

No change

Item 5. Interest in Securities of the Issuer

(a)

As of the date of this Amendment to Schedule 13D, each of the Reporting Entities may be deemed to own 1,206,384 shares of Common Stock. These shares represent approximately 4.6% of the shares of Common Stock outstanding based on 26,271,318 shares of the Company’s Common Stock outstanding as reported in the Company’s Form 10-K for the fiscal year ended December 31, 2006 filed with the Securities and Exchange Commission on March 16, 2007.

The Reporting Entities are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. Each Reporting Entity expressly disclaims beneficial ownership of any of the shares of Common Stock other than those reported herein as being owned by it.

(b)	As of the date of this Amendment to Schedule 13D, BCP beneficially owns 1,206,384 shares of Common Stock with which each of BCP I and BCP II has shared voting power and shared dispositive power with BlueLine Partners.

(c)	Information concerning transactions in the Common Stock effected by the Reporting Entities during the past sixty days is set forth in Exhibit B hereto and is incorporated by this reference. All of the transactions set forth in Exhibit B were open market transactions for cash.

(d)	No person (other than the Reporting Entities) is known 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.

(e)	The Reporting Entities have ceased to be the beneficial owners of more than 5% of the Common Stock. Accordingly, the Reporting Entities will no longer be required to file a Schedule 13D as long as their ownership does not exceed 5% of the outstanding Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Entities have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments hereto, which is attached hereto as Exhibit A.

Item 7. Materials to be Filed as Exhibits

Exhibit A – Joint Filing Agreement dated March 22, 2007, signed by each of the Reporting Entities in order to confirm that this Amendment to Schedule 13D is being filed on behalf of each of the Reporting Entities.

Exhibit B – Transactions in the Common Stock by the Reporting Entities during the past 60 days.

Page 6 of 9

SIGNATURES

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: March 23, 2007

		BlueLine Capital Partners, L.P.
		By: BlueLine Partners, L.L.C. Its: General Partner
		By: /s/ Scott Shuda
		Name: Scott Shuda
		Title: Managing Director

		By: BlueLine Partners, L.L.C.
		By: /s/ Scott Shuda
		Name: Scott Shuda
		Title: Managing Director

Page 7 of 9

EXHIBIT A

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Date: March 23, 2007

		BlueLine Capital Partners, L.P.
		By: BlueLine Partners, L.L.C. Its: General Partner
		By: /s/ Scott Shuda
		Name: Scott Shuda
		Title: Managing Director

		BlueLine Capital Partners II, L.P.
		By: BlueLine Partners, L.L.C. Its: General Partner
		By: /s/ Scott Shuda
		Name: Scott Shuda
		Title: Managing Director

		BlueLine Partners, L.L.C.

		By: /s/ Scott Shuda
		Name: Scott Shuda
		Title: Managing Director

Page 8 of 9

EXHIBIT B

Transactions in the Common Stock effected by the Reporting Entities during the past sixty days.

	BCP I				BCP II
Date	No of Shares		Price Per Share		No of Shares		Price Per Share
2/2/2007		-1,800		$ 7.02
2/5/2007		-22,744		$ 7.07
2/6/2007		-3,256		$ 7.21		-3,336		$ 7.19
2/7/2007		-19,900		$ 7.20		-2,000		$ 7.20
2/8/2007		-192		$ 7.25
2/9/2007		-1,962		$ 7.14		-2,500		$ 7.10
2/12/2007		-7,395		$ 7.20		-1,000		$ 7.20
2/13/2007		-1100		$ 7.20
2/16/2007		-400		$ 7.17
2/20/2007		-3,900		$ 7.19		-2,000		$ 7.20
2/23/2007		-2,702		$ 7.09
2/26/2007		-25,131		$ 7.26		-1,700		$ 7.20
2/27/2007		-10,002		$ 7.10		-4,000		$ 7.08
2/28/2007		-10,000		$ 7.15
3/1/2007		-11,700		$ 7.18		-1,200		$ 7.16
3/6/2007		-1,400		$ 7.00		-7,221		$ 6.98
3/7/2007		-12,500		$ 7.01
3/9/2007		-3,800		$ 7.11
3/12/2007		-3,200		$ 7.18
3/13/2007		-2,000		$ 7.21
3/15/2007		-7,461		$ 7.23
3/16/2007		-5,400		$ 7.18
3/19/2007		-9,268		$ 7.20
3/20/2007		-4,000		$ 7.21
3/21/2007		-19,400		$ 7.25

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549