-----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, DXCIgITT3UShl7jQfdMh6U/DKn3OQfayNdXLF/DV0e2xyMCBe9brirOJ1hh5a0HO kdEjnyukm6LuRbz1FQ3lQA== 0001251109-05-000023.txt : 20050504 0001251109-05-000023.hdr.sgml : 20050504 20050504103358 ACCESSION NUMBER: 0001251109-05-000023 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050504 DATE AS OF CHANGE: 20050504 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BENTHOS INC CENTRAL INDEX KEY: 0000011390 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 042381876 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50353 FILM NUMBER: 05797310 BUSINESS ADDRESS: STREET 1: 49 EDGARTON DRIVE CITY: NORTH FALMOUTH STATE: MA ZIP: 02556 BUSINESS PHONE: 5085631000 MAIL ADDRESS: STREET 1: 49 EDGERTON DR CITY: NORTH FALMOUTH STATE: MA ZIP: 02556 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATHENA CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001037798 IRS NUMBER: 232520198 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 621 E GERMANTOWN PIKE STE 105 CITY: PLYMOUTH VALLEY STATE: PA ZIP: 19401 MAIL ADDRESS: STREET 1: 621 E GERMANTOWN PIKE STE 105 CITY: PLYMOUTH VALLEY STATE: PA ZIP: 19401 SC 13G/A 1 benthosa4.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4) BENTHOS, INC. Common Stock March 5, 2005 CUSIP NO. 082641101 1. NAME OF REPORTING PERSON (IRS IDENTIFICATION NO. OF ABOVE PERSON) Athena Capital Management, Inc. 23-2520198 Minerva Group, LP David P. Cohen 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP N/A 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Athena Capital Management, Inc. - Delaware Minerva Group, LP - Delaware David P. Cohen - U.S. Citizen NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER: Minerva Group, LP - 23,800 6. SHARED VOTING POWER: Athena Capital Management, Inc. - 42,068 7. SOLE DISPOSITIVE POWER: Minerva Group, LP - 23,800 8. SHARED DISPOSITIVE POWER: Athena Capital Management, Inc. - 42,068 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Athena Capital Management, Inc. - 42,068 Minerva Group, LP - 23,800 David P. Cohen - 65,868 (includes amounts beneficially owned by Athena and Minerva) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.7% 12. TYPE OF REPORTING PERSON Athena Capital Management, Inc. - IA Minerva Group, LP - PN David P. Cohen - IN Item 1(a) Name of Issuer: Benthos, Inc. Item 1(b) Address of Issuer Principal Executive Offices: 49 Edgerton Drive North Falmouth, MA 02556 Item 2(a) Name of Person Filing: Athena Capital Management, Inc. Minerva Group, LP David P. Cohen Item 2(b) Address of Principal Business Office: 4 Tower Bridge #222 200 Barr Harbor Drive West Conshohocken, PA 19428 Item 2(c) Citizenship: David P. Cohen is a U.S. Citizen. The reporting entities are organized under Delaware law. Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 082641101 Item 3 This statement is not filed pursuant to Rule 13d-1(b), 13d-2(b) or 13d-2(c). Item 4 Ownership: (a) Amount beneficially owned: Athena Capital Management, Inc. - 42,068 Minerva Group, LP - 23,800 David P. Cohen - 65,868 (includes amounts beneficially owned by Athena and Minerva) (b) Percent of Class: 4.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Minerva Group, LP - 23,800 (ii) shared power to vote or direct the vote: Athena Capital Management, Inc. - 42,068 (iii) sole power to dispose or direct the disposition of: Minerva Group, LP - 23,800 (iv) shared power to dispose or direct the disposition of: Athena Capital Management, Inc. - 42,068 Item 5 Ownership of Five Percent or less of a Class: N/A Item 6 Ownership of More than Five Percent on Behalf of another person: As of the date hereof, the reporting person(s) has ceased to be the beneficial owner of more than 5% of the class of securities. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: N/A Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of Group: N/A 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. 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. ATHENA CAPITAL MANAGEMENT, INC. Date: May 3, 2005 David P. Cohen, President By: /s/ Beth N. Lowson - ---------------------- Beth N. Lowson The Nelson Law Firm, LLC 75 South Broadway, 4th Floor White Plains, NY 10601 Attorney-in-Fact MINERVA GROUP, LP Date: May 3, 2005 David P. Cohen, President By: /s/ Beth N. Lowson - ----------------------- Beth N. Lowson The Nelson Law Firm, LLC 75 South Broadway, 4th Floor White Plains, NY 10601 Attorney-in-Fact Date: May 3, 2005 David P. Cohen By:/s/ Beth N. Lowson - ----------------------- Beth N. Lowson The Nelson Law Firm, LLC 75 South Broadway, 4th Floor White Plains, NY 10601 Attorney-in-Fact POWER OF ATTORNEY The undersigned does hereby constitute and appoint Stephen J. Nelson and Beth N. Lowson, each of The Nelson Law Firm, LLC, 75 South Broadway, 4th Floor, White Plains, NY 10601, signing singly, with full power of substitution, as the true and lawful attorney of the undersigned, and authorizes and designates each of them to sign on behalf of the undersigned, and to file filings and any amendments thereto made by or on behalf of the undersigned in respect of the beneficial ownership of equity securities held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to the foregoing attorneys- in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of January 2004. /S/ David P. Cohen David P. Cohen -----END PRIVACY-ENHANCED MESSAGE-----