-----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, Extsxzs0G2IsVG6PS0gvynBVSg3bWF3vvUYNh2vYWA1bhz4XZkZ5ad9+oIZ9rnEj 3c9MHpYm6HKmIVIX1VJX2w== 0000922423-10-000235.txt : 20100513 0000922423-10-000235.hdr.sgml : 20100513 20100513130006 ACCESSION NUMBER: 0000922423-10-000235 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100513 DATE AS OF CHANGE: 20100513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMCOE PARTNERS L P CENTRAL INDEX KEY: 0001220336 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 52 VANDERBILT AVE 5TH FL CITY: NEW YORK STATE: NY ZIP: 10017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELULAR CORP CENTRAL INDEX KEY: 0000915324 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 363885440 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50111 FILM NUMBER: 10827445 BUSINESS ADDRESS: STREET 1: 311 SOUTH WACKER DRIVE STREET 2: SUITE 4300 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123798397 MAIL ADDRESS: STREET 1: 311 SOUTH WACKER DRIVE STREET 2: SUITE 4300 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 kl05020.htm SCHEDULE 13D AMENDMENT NO. 3 kl05020.htm  


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Telular Corporation
_____________________________________________________________________________
(NAME OF ISSUER)

                                            Shares of Common Stock, $0.01 par value per share                                              
(Title of Class of Securities)

87970T208
_____________________________________________________________________________
(CUSIP NUMBER)

Jeffrey Jacobowitz
Simcoe Partners, L.P.
110 East 42nd Street, Suite 1100
New York, NY  10017
_____________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 3, 2010
_____________________________________________________________________________
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box [  ]
 

 

 
 

 


CUSIP No. 87970T208
13D
 
1
NAME OF REPORTING PERSONS
 
Simcoe Partners, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
900,000
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
900,000
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
900,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.0%
14
TYPE OF REPORTING PERSON*
PN
          *SEE INSTRUCTIONS BEFORE FILLING OUT



 
 

 


CUSIP No. 87970T208
13D
 
1
NAME OF REPORTING PERSONS
 
Simcoe Management Company, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
900,000
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
900,000
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
900,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.0%
14
TYPE OF REPORTING PERSON*
OO
          *SEE INSTRUCTIONS BEFORE FILLING OUT
 

 
 
 

 


CUSIP No. 87970T208
13D
 

1
NAME OF REPORTING PERSONS
 
Jeffrey Jacobowitz
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
PF, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
900,000
8
SHARED VOTING POWER
 
130,600
9
SOLE DISPOSITIVE POWER
 
900,000
10
SHARED DISPOSITIVE POWER
 
130,600
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,030,600
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.9%
14
TYPE OF REPORTING PERSON*
 
IN
          *SEE INSTRUCTIONS BEFORE FILLING OUT
 

 
 
 

 

CUSIP No. 87970T208
13D
 

1
NAME OF REPORTING PERSONS
 
Elisheva Jacobowitz
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS*
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
130,600
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
130,600
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
130,600
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.9%
14
TYPE OF REPORTING PERSON*
 
IN
 

 

 
 

 


Explanatory Note

This Amendment No. 3 filed by Simcoe Partners, L.P., Simcoe Management Company, LLC, Jeffrey Jacobowitz and Elisheva Jacobowitz (the “Reporting Persons”), amends the Schedule 13D filed with respect to the common stock of Telular Corporation (the “Company”) by the Reporting Persons with the Securities and Exchange Commission on December 1, 2008, as amended (the “Original Schedule 13D”). This amendment amends and restates Item 5 of the Original Schedule 13D in its entirety.


Item 5.
Interest in the Securities of the Issuer

                   (a)                                As of May 12, 2010, Simcoe beneficially owns 900,000 shares of Common Stock of the Issuer, representing approximately 6.0% of the Issuer’s outstanding shares of Common Stock, which percentage is based upon the 14,949,792 shares of Common Stock issued and outstanding as of March 31, 2010 as reported in a press release filed with an 8-K filed by the Issuer with the Securities and Exchange Commission on May 4, 2010.

As the general partner of Simcoe, Simcoe Management may be deemed to beneficially own the 900,000 shares of Common Stock owned by Simcoe, representing approximately 6.0% of the outstanding shares.

As the manager of Simcoe Management, Jeffrey Jacobowitz may be deemed to beneficially own the 900,000 shares of Common Stock owned by Simcoe.  Mr. Jacobowitz disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.  In addition, Mr. Jacobowitz beneficially owns 130,600 shares of Common Stock, representing 0.9% of the outstanding shares, over which he has shared voting and dispositive power with his wife, Elisheva Jacobowitz.

Elisheva Jacobowitz beneficially owns 130,600 shares of Common Stock, representing 0.9% of the outstanding shares, over which she has shared voting and dispositive power with her husband, Jeffrey Jacobowitz.

Each of Simcoe, Simcoe Management and Jeffrey Jacobowitz may be deemed to have sole voting and dispositive power over the 900,000 shares of Common Stock reported as beneficially owned by such persons by virtue of each person’s relationship to the other as described in Item 2.  Each may be deemed to have sole voting and dispositive power with respect to the shares each reports as beneficially owned by such person, regardless of the fact that multiple Reporting Persons within the same chain of ownership report sole voting and dispositive power with respect to such shares.  Except to the extent expressly stated herein, each Reporting Person disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Person, in each case, e xcept to the extent of such Reporting Person’s pecuniary interest therein.
 
 
 
 

 
 

 
(c)           The transactions in the Issuer’s Common Stock by Reporting Persons in the last sixty days are as follows:

Jeffrey & Elisheva Jacobowitz
Date
Buy/Sell
Quantity
Price
(US $)*
Total Amount
(not including
commissions)
(US $)
5/3/2010
Buy
15,532
3.11
48,303
5/4/2010
Buy
15,068
3.16
47,562

* Price excludes commission.
 
       (d) Not Applicable.
   
       (e) Not Applicable.
   
 

 
 
 

 


SIGNATURES


After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 12, 2010
 
 
SIMCOE PARTNERS, L.P.
 
By:  Simcoe Management Company, LLC, its general partner
 
 
 
By: /s/ Jeffrey Jacobowitz                
 
Name:  Jeffrey Jacobowitz
 
Title:    Manager of Simcoe Management Company, LLC
   
 
SIMCOE MANAGEMENT COMPANY, LLC
   
 
By: /s/ Jeffrey Jacobowitz               
 
Name:   Jeffrey Jacobowitz
 
Title:    Manager
   
   
 
/s/ Jeffrey Jacobowitz                      
 
Jeffrey Jacobowitz
   
 
ELISHEVA JACOBOWITZ
   
 
By: /s/ Jeffrey Jacobowitz               
 
Name:   Jeffrey Jacobowitz
 
Title:     Attorney-in-Fact


 
 

 
-----END PRIVACY-ENHANCED MESSAGE-----