s22-9599_potomac.htm

-----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, HHPdpQOa5F8r+bWPov1f4utD0Z/P1ZEJoNL13PnyLHqFlDpvMFyWE03PEtvRIq9D 3pNnTQ0FjUj0+UQ2MJ0Nmw== 0000890163-10-000049.txt : 20100303 0000890163-10-000049.hdr.sgml : 20100303 20100303110425 ACCESSION NUMBER: 0000890163-10-000049 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100303 DATE AS OF CHANGE: 20100303 GROUP MEMBERS: PAUL J. SOLIT GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED PHOTONIX INC CENTRAL INDEX KEY: 0000869986 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330325826 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42534 FILM NUMBER: 10651939 BUSINESS ADDRESS: STREET 1: 2925 BOARDWALK CITY: ANN ARBOR STATE: MI ZIP: 48104 BUSINESS PHONE: 7348645647 MAIL ADDRESS: STREET 1: 2925 BOARDWALK CITY: ANN ARBOR STATE: MI ZIP: 48104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POTOMAC CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001233369 IRS NUMBER: 133984298 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125215115 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 s22-9599_potomac.htm POTOMAC 13G/A s22-9599_potomac.htm

SEC 1745 Potential persons who are to respond to the collection of information

(02-02) contained in this form are not required to respond unless the form

displays a currently valid OMB control number.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

13G/A

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

Advanced Photonix, Inc.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

00754E107

(CUSIP Number)

February 8, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule

is filed:

[ ] Rule 13d-1(b)

[ X ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*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).

CUSIP No. 00754E107

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons

(entities only)

Potomac Capital Management LLC

13-3984298

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]

(b) [ ]

3. SEC Use Only

4. Citizenship or Place of Organization

New York

Number of 5. Sole Voting Power

Shares 1,624,163(1)

Beneficially

Owned by 6. Shared Voting Power

Each 0

Reporting

Person With 7. Sole Dispositive Power

1,624,163(1)

8. Shared Dispositive Power

9. Aggregate Amount Beneficially Owned by Each Reporting Person

The Reporting Person owns 1,624,163 shares consisting of 1,417,144 shares

of common stock and 207,019 warrants.(1)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions) [ ]

11. Percent of Class Represented by Amount in Row (9)

6.6 %(2)

12. Type of Reporting Person (See Instructions)

HC; OO (Limited Liability Company)

---------------------

(1) Potomac Capital Management LLC may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Potomac Capital Partners, LP. Potomac Capital Management LLC is the General Partner of Potomac Capital Partners, LP. Mr. Paul J. Solit is the Managing Member of Potomac Capital Management, LLC.

(2) Based on 24,463,978 shares of common stock of Advanced Photonix, Inc. outstanding as of February 3, 2010.

CUSIP No. 00754E107

1 . Names of Reporting Persons. I.R.S. Identification Nos. of above persons

(entities only)

Potomac Capital Management Inc.

13-3984786

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]

(b) [ ]

3. SEC Use Only

4. Citizenship or Place of Organization

New York

Number of 5. Sole Voting Power

Shares 1,221,222(3)

Beneficially

Owned by 6. Shared Voting Power

Each 0

Reporting

Person With 7. Sole Dispositive Power

1,221,222(3)

8. Shared Dispositive Power

9. Aggregate Amount Beneficially Owned by Each Reporting Person

The Reporting Person owns 1,221,222 shares consisting of 928,241

shares of common stock and 292,981 warrants.(3)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See

Instructions) [ ]

11. Percent of Class Represented by Amount in Row (9)

5.0%(4)

12. Type of Reporting Person (See Instructions)

HC; CO

---------------------

(3) Potomac Capital Management Inc. may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Potomac Capital International Ltd. and Pleiades Investment Partners-R, LP. Potomac Capital Management Inc. is the General Partner of both Potomac Capital International Ltd. and Pleiades Investment Partners-R, LP. Mr. Paul J. Solit is the Managing Member of Potomac Capital Management Inc.

(4) Based on 24,463,978 shares of common stock of Advanced Photonix, Inc. outstanding as of February 3, 2010.

CUSIP No. 00754E107

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons

(entities only)

Paul J. Solit

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]

(b) [ ]

3. SEC Use Only

4. Citizenship or Place of Organization

Number of 5. Sole Voting Power

Shares 5,000

Beneficially

Owned by 6. Shared Voting Power

Each 2,845,385

Reporting

Person With 7. Sole Dispositive Power

5,000

8. Shared Dispositive Power

2,845,385

9. Aggregate Amount Beneficially Owned by Each Reporting Person

The Reporting Person owns 2,850,385 shares consisting of 2,350,385 shares

of common stock and 500,000 warrants.

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

(See Instructions) [ ]

11. Percent of Class Represented by Amount in Row (9)

11.7%(5)

12. Type of Reporting Person (See Instructions)

IN; HC

---------------------

(5) Based on 24,463,978 shares of common stock of Advanced Photonix, Inc. outstanding as of February 3, 2010.

Item 1.

(a) Name of Issuer

ADVANCED PHOTONIX, INC.

(b) Address of Issuer's Principal Executive Offices

2925 Boardwalk,

Ann Arbor, Michigan 48104

Item 2.

(a) Name of Person Filing This statement is being filed by

(i) Potomac Capital Management LLC;

(ii) Potomac Capital Management Inc.; and

(iii) Paul J. Solit

(b) Address of Principal Business Office or, if none, Residence

(i), (ii), and (iii)

825 Third Avenue, 33rd Floor

New York, New York 10022

(i) New York

(ii) New York

(iii) U.S.

(d) Title of Class of Securities

Common Stock, par value $.001 per share

(e) CUSIP Number

00754E107

Item 3. Not Applicable

ITEM 4. OWNERSHIP

PROVIDE THE FOLLOWING INFORMATION REGARDING THE AGGREGATE NUMBER AND PERCENTAGE

OF THE CLASS OF SECURITIES OF THE ISSUER IDENTIFIED IN ITEM 1.

Potomac Capital Management LLC

(a) Amount beneficially owned:

1,624,163

(b) Percent of class:

6.6%

(i) Sole power to vote or to direct the vote

1,624,163

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

(iii) Sole power to dispose or to direct the disposition of

1,624,163

(iv) Shared power to dispose or to direct the disposition of

Potomac Capital Management, Inc.

(a) Amount beneficially owned:

1,221,222

(b) Percent of class:

5.0%

(i) Sole power to vote or to direct the vote

1,221,222

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

(iii) Sole power to dispose or to direct the disposition of

1,221,222

(iv) Shared power to dispose or to direct the disposition of

Paul J. Solit

(a) Amount beneficially owned:

2,850,385

(b) Percent of class:

11.7%

(i) Sole power to vote or to direct the vote

5,000

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

2,845,385

(iii) Sole power to dispose or to direct the disposition of

5,000

(iv) Shared power to dispose or to direct the disposition of

2,845,385

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 Persons have 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 or Control Person See Exhibit A attached hereto.

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.

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.

Dated this 3rd day of March, 2010

POTOMAC CAPITAL MANAGEMENT LLC

By: /s/ Paul J. Solit

---------------------------------

Paul J. Solit, Managing Member

POTOMAC CAPITAL MANAGEMENT INC.

By: /s/ Paul J. Solit

---------------------------------

Paul J. Solit, President

PAUL J. SOLIT

By: /s/ Paul J. Solit

---------------------------------

Paul J. Solit

EXHIBIT INDEX

The following exhibits are filed with this report on Schedule 13G/A:

Exhibit A Identification of entities which acquired the shares which are the

subject of this report on Schedule 13G/A.

Exhibit B Joint Filing Agreement dated March 3, 2010 among Potomac Capital

Management LLC, Potomac Capital Management, Inc. and Paul J. Solit

EX-99.1 2 s22-9599_exhibit991.htm EHXIBIT 991 s22-9599_exhibit991.htm

Exhibit A

Identification of entities which acquired the shares which are the subject of

this report on Schedule 13G/A.

(1) Potomac Capital Partners LP, a private investment partnership formed

under the laws of State of Delaware. Potomac Capital Management LLC is

the General Partner of Potomac Capital Partners LP. Mr. Paul J. Solit

is the Managing Member of Potomac Capital Management LLC.

(2) Potomac Capital International Ltd., an international business company

formed under the laws of the British Virgin Islands. Potomac Capital

Management Inc. is the Investment Manager of Potomac Capital

International Ltd. Paul J. Solit is the President and sole owner of

Potomac Capital Management Inc., and a Director of Potomac Capital

International Ltd.

(3) Pleiades Investment Partners-R, LP, a private investment partnership

formed under the laws of the State of Delaware. Potomac Capital

Management Inc. is the Investment Manager of a managed account of

Pleiades Investment Partners-R, LP. Paul J. Solit is the President and

sole owner of Potomac Capital Management Inc.

EX-99.2 3 s22-9599_exhibit992.htm EXHIBIT992 s22-9599_exhibit992.htm

Exhibit B

JOINT FILING AGREEMENT

This Agreement is filed as an exhibit to Schedule 13G/A being filed by

Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J.

Solit in compliance with Rule 13d-1(k) of the Securities and Exchange

Commission, which requires an agreement in writing indicating that the Schedule

13G/A to which this Agreement is attached is filed on behalf of the below-named

entities, that they are each responsible for the timely filing of the Schedule

13G/A and any amendments thereto and for the completeness and accuracy of the

information concerning such persons contained therein.

Dated: March 3, 2010

POTOMAC CAPITAL MANAGEMENT LLC

By: /s/ Paul J. Solit

---------------------------------

Paul J. Solit, Managing Member

POTOMAC CAPITAL MANAGEMENT INC.

By: /s/ Paul J. Solit

---------------------------------

Paul J. Solit, President

PAUL J. SOLIT

By: /s/ Paul J. Solit

---------------------------------

Paul J. Solit

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