-----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, QUXpZvU0hgMOH2g2MtiItAWWKmXrcxIrgdLERsXRCFciHktUz/riUoWr30KMJqSo /vD0yI/IaAWrCOdcNF2jrQ== 0001325533-10-000049.txt : 20101220 0001325533-10-000049.hdr.sgml : 20101220 20101220170443 ACCESSION NUMBER: 0001325533-10-000049 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101220 DATE AS OF CHANGE: 20101220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: R F INDUSTRIES LTD CENTRAL INDEX KEY: 0000740664 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 880168936 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36926 FILM NUMBER: 101263499 BUSINESS ADDRESS: STREET 1: 7610 MIRAMAR RD STREET 2: BLDG 6000 CITY: SAN DIEGO STATE: CA ZIP: 92126-2313 BUSINESS PHONE: 8585496340 MAIL ADDRESS: STREET 1: 7620 MIRAMAR RD #4100 STREET 2: 7620 MIRAMAR RD #4100 CITY: SAN DIEGO STATE: CA ZIP: 92126-4202 FORMER COMPANY: FORMER CONFORMED NAME: CELLTRONICS INC DATE OF NAME CHANGE: 19910204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Red Oak Partners, LLC CENTRAL INDEX KEY: 0001325533 IRS NUMBER: 020673129 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 654 BROADWAY STREET 2: SUITE 5 CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 212-614-8952 MAIL ADDRESS: STREET 1: 654 BROADWAY STREET 2: SUITE 5 CITY: NEW YORK STATE: NY ZIP: 10012 SC 13D 1 rfil2010121313d.htm MacPac 8.0 Normal template


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934

(Amendment No.   )*


RF Industries, Ltd.

(Name of Issuer)


Common Stock, $0.01 Par Value

(Title of Class of Securities)


749552105

(CUSIP Number)


RED OAK PARTNERS, LLC

Attn: David Sandberg

654 Broadway, Suite 5

New York, NY 10012

(212) 614-8952

 (Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)



                                      December 13, 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 that 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

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*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. 749552105




1

NAME OF REPORTING PERSONS

David Sandberg

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)
(b)

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

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

192,015

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

192,015

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

192,015

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)

       6.74%1

14

TYPE OF REPORTING PERSON (See Instructions)

IN





CUSIP No. 749552105




1

NAME OF REPORTING PERSONS

Red Oak Partners, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)
(b)

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

192,015

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

192,015

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

192,015

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)

6.74%1

14

TYPE OF REPORTING PERSON (See Instructions)

OO





CUSIP No. 749552105




1

NAME OF REPORTING PERSON


The Red Oak Fund, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)
(b)

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK 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

8

SHARED VOTING POWER

137,837

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

137,837

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

137,837

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)

4.83%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN





CUSIP No. 749552105




1

NAME OF REPORTING PERSON


Pinnacle Partners, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)
(b)

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK 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

8

SHARED VOTING POWER

54,178

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

54,178

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

54,178

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)

1.90%1

14

TYPE OF REPORTING PERSON (See Instructions)

OO


 





CUSIP No. 749552105




1

NAME OF REPORTING PERSON


Pinnacle Fund, LLLP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)
(b)

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Colorado

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

54,178

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

54,178

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

54,178

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)

1.90%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN







Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.01 per share (“Common Stock”), of RF Industries, Ltd. (the “Issuer”), with its principal executive offices located at 7610 Miramar Road, Building 6000, San Diego, CA 921126.


Item 2. Identity and Background.

(a)-(c) and (f) The names of the persons filing this Statement (the “Reporting Persons”) are:

The Red Oak Fund, LP, a Delaware limited partnership (“Red Oak Fund”);


Pinnacle Fund, LLLP, a Colorado limited liability limited partnership (“Pinnacle Fund”);


Red Oak Partners, LLC, a New York limited liability company (“Red Oak Partners”);


Pinnacle Partners, LLC, a Colorado limited liability company (“Pinnacle Partners”); and


David Sandberg, a United States citizen.


This Statement is being filed by David Sandberg, the controlling member of Red Oak Partners, which manages each of Red Oak Fund and Pinnacle Fund (each a “Fund” and, collectively, the “Funds”). The Funds are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Funds directly own the shares as reported in this Statement.  Each of the filers hereto disclaims beneficial ownership with respect to any shares other than shares owned directly by such filer.

The principal office or business address of Red Oak Fund, Red Oak Partners and David Sandberg is 654 Broadway, Suite 5, New York, NY 10012.  The principal office or business address of Pinnacle Partners and Pinnacle Fund is 32065 Castle Court, Suite 100, Evergreen, CO 80439.

 (d)-(e)

During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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.

Item 3. Source and Amount of Funds or Other Consideration.

The source of cash funds for the purchased securities was the working capital of the Funds, and the amount of funds totaled $1,227,366.20.

Item 4.  Purpose of Transaction.

The Reporting Persons purchased the Common Stock subject to this Statement for investment purposes.  The Reporting Persons will review their investments in the Common Stock from time to time, and, subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Company, the availability and price of the Common Stock or other securities related to the Company, and other general market and investment conditions, the Reporting Persons may determine to:


·

acquire additional Common Stock through open market purchases or otherwise;

·

sell Common Stock through the open market or otherwise; or

·

otherwise engage or participate in a transaction with the purpose or effect of changing or influencing the control of the Company.


Such transactions may take place at any time and without prior notice.  There can be no assurance, however, that any Reporting Person will take any such actions.


The Reporting Persons have submitted to the Issuer the notifications required to permit them to nominate three (3) directors at the Issuer’s next annual meeting.  This, by implication, would result in changes to the incumbent board of directors if the nominees were elected.  The Reporting Persons would prefer to resolve these issues without the expense of a proxy contest or potential litigation and, accordingly, would like to discuss their proposed nominees and other matters with the Issuer.  Such matters include but are not limited to: 1) adding direct and independent shareholder representation to the Board as part of good governance; and 2) adding qualified financial and M&A experience to the Board to complement the Board’s engineering strength.  The Reporting Persons are not aware of any other disagreement with the Board senior management team at this time and do not presently seek to effect any change in the personnel or compensation of the senior management team.

Item 5.  Interest in Securities of the Issuer.

(a)

The aggregate percentage of the Company’s outstanding shares of Common Stock reported owned by each Reporting Person is based on 2,850,928 shares of common stock of RF Industries outstanding on September 1, 2010, as reported by the Company on its 10-Q for the quarter ended July 31, 2010.  Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.


Red Oak Partners beneficially owns 192,015 shares of Common Stock, representing 6.74% of all the outstanding shares of Common Stock.  The Funds are each controlled by Red Oak Partners.  Therefore, Red Oak Partners may be deemed to beneficially own (i) the 137,837 shares of Common Stock held by Red Oak Fund, and (ii) the 54,178 shares of Common Stock held by Pinnacle Fund.


Mr. Sandberg beneficially owns 192,015 shares of Common Stock, representing 6.74% of all the outstanding shares of Common Stock.  Mr. Sandberg, as the managing member of Red Oak Partners may be deemed to beneficially own the 192,015 shares of Common Stock beneficially owned by Red Oak Partners through the Funds.


Red Oak Fund may be deemed to beneficially own 137,837 shares of Common Stock, representing 4.83% of all the outstanding shares of Common Stock.  Pinnacle Fund may be deemed to beneficially own 54,178 shares of Common Stock, representing 1.90% of all the outstanding shares of Common Stock.


(b)

Each of Red Oak Partners and Mr. Sandberg may be deemed to have shared voting and dispositive power with respect to (i) the 137,837 shares of Common Stock held by Red Oak Fund, and (ii) the 54,178 shares of Common Stock held by Pinnacle Fund.  No Fund shares with any other Fund voting or dispositive power with respect to the shares such Fund beneficially owns.


(c)

Transactions by the Reporting Persons effected in Common Stock that have taken place in the last sixty days are attached as Exhibit A.


(d)

Not applicable.


(e)

Not applicable.


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

The relationships between Mr. Sandberg, Red Oak Partners and the Funds are described above under Item 2 above.

Item 7.  Material to be Filed as Exhibits.

Exhibit A – Transactions In the Past 60 Days.







SIGNATURE

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

Dated: December 20, 2010




By:  

/s/ David Sandberg

Name:

David Sandberg


RED OAK PARTNERS, LLC

By:  

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member



THE RED OAK FUND, L.P.

By:

RED OAK PARTNERS, LLC,

its general partner


      By:

/s/ David Sandberg

      Name:

David Sandberg

      Title:

Managing Member



PINNACLE PARTNERS, LLP

By:

RED OAK PARTNERS, LLC,

its general partner


      By:

/s/ David Sandberg

      Name:

David Sandberg

      Title:

Managing Member



PINNACLE FUND, LLLP

By:

RED OAK PARTNERS, LLC,

its general partner


      By:

/s/ David Sandberg

      Name:

David Sandberg

      Title:

Managing Member


Footnotes

1 Based on 2,850,928 shares of common stock outstanding at September 1, 2010, as reported by the Company on its 10-Q for the quarter ended July 31, 2010.





EX-99 2 rfil2010121413dexhibit99a.htm Converted by EDGARwiz



The Red Oak Fund, L.P.


TRANSACTIONS IN THE PAST 60 DAYS WITH RESPECT TO THE COMPANY'S COMMON STOCK

 

 

 

 

 

Trade Date

Fund Name

Txn Type

Quantity

Cost Per Share

10/15/2010

The Red Oak Fund, L.P.

Buy

1,700

6.4500

10/18/2010

The Red Oak Fund, L.P.

Buy

780

6.6039

10/19/2010

The Red Oak Fund, L.P.

Buy

2,454

6.6000

10/22/2010

Pinnacle Fund, LLLP

Buy

1,500

6.5081

10/22/2010

The Red Oak Fund, L.P.

Buy

4,300

6.5081

10/25/2010

Pinnacle Fund, LLLP

Buy

930

6.5858

10/25/2010

The Red Oak Fund, L.P.

Buy

2,170

6.5858

10/26/2010

Pinnacle Fund, LLLP

Buy

330

6.5000

10/26/2010

The Red Oak Fund, L.P.

Buy

770

6.5000

10/27/2010

Pinnacle Fund, LLLP

Buy

930

6.4903

10/27/2010

The Red Oak Fund, L.P.

Buy

2,170

6.4903

11/1/2010

Pinnacle Fund, LLLP

Buy

1,572

6.5405

11/1/2010

The Red Oak Fund, L.P.

Buy

3,667

6.5405

11/2/2010

Pinnacle Fund, LLLP

Buy

1,591

6.5457

11/2/2010

The Red Oak Fund, L.P.

Buy

3,709

6.5457

11/3/2010

Pinnacle Fund, LLLP

Buy

2,900

6.5521

11/3/2010

The Red Oak Fund, L.P.

Buy

6,764

6.5521

11/4/2010

Pinnacle Fund, LLLP

Buy

11,041

6.5442

11/4/2010

The Red Oak Fund, L.P.

Buy

25,759

6.5442

11/9/2010

Pinnacle Fund, LLLP

Buy

1,158

6.5097

11/9/2010

The Red Oak Fund, L.P.

Buy

2,702

6.5097

11/11/2010

Pinnacle Fund, LLLP

Buy

420

6.4730

11/11/2010

The Red Oak Fund, L.P.

Buy

980

6.4730

11/12/2010

Pinnacle Fund, LLLP

Buy

1,824

6.4197

11/12/2010

The Red Oak Fund, L.P.

Buy

4,255

6.4197

11/15/2010

Pinnacle Fund, LLLP

Buy

2,528

6.3801

11/15/2010

The Red Oak Fund, L.P.

Buy

5,897

6.3801

11/16/2010

Pinnacle Fund, LLLP

Buy

781

6.3142

11/16/2010

The Red Oak Fund, L.P.

Buy

1,819

6.3142

11/17/2010

Pinnacle Fund, LLLP

Buy

3,481

6.3461

11/17/2010

The Red Oak Fund, L.P.

Buy

8,121

6.3461

11/18/2010

Pinnacle Fund, LLLP

Buy

5,310

6.2763

11/18/2010

The Red Oak Fund, L.P.

Buy

12,390

6.2763

11/19/2010

Pinnacle Fund, LLLP

Buy

9,720

6.1879

11/19/2010

The Red Oak Fund, L.P.

Buy

22,680

6.1879

11/22/2010

Pinnacle Fund, LLLP

Buy

1,590

5.8774

11/22/2010

The Red Oak Fund, L.P.

Buy

3,710

5.8774

11/23/2010

Pinnacle Fund, LLLP

Buy

780

5.9897

11/23/2010

The Red Oak Fund, L.P.

Buy

1,820

5.9897

12/7/2010

Pinnacle Fund, LLLP

Buy

1,140

6.2408

12/7/2010

The Red Oak Fund, L.P.

Buy

2,660

6.2408

12/8/2010

Pinnacle Fund, LLLP

Buy

180

6.2500

12/8/2010

The Red Oak Fund, L.P.

Buy

420

6.2500

12/10/2010

Pinnacle Fund, LLLP

Buy

150

6.2500

12/10/2010

The Red Oak Fund, L.P.

Buy

350

6.2500

12/13/2010

Pinnacle Fund, LLLP

Buy

3,511

6.4083

12/13/2010

The Red Oak Fund, L.P.

Buy

8,189

6.4083

12/14/2010

Pinnacle Fund, LLLP

Buy

811

6.3030

12/14/2010

The Red Oak Fund, L.P.

Buy

1,889

6.3030



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