0000897069-13-000126.txt : 20130211 0000897069-13-000126.hdr.sgml : 20130211 20130211131625 ACCESSION NUMBER: 0000897069-13-000126 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130211 DATE AS OF CHANGE: 20130211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL POWER GROUP INC. CENTRAL INDEX KEY: 0001372000 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 751288690 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82585 FILM NUMBER: 13590453 BUSINESS ADDRESS: STREET 1: 1720 HAYDEN ROAD CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 4698921122 MAIL ADDRESS: STREET 1: 1720 HAYDEN ROAD CITY: CARROLLTON STATE: TX ZIP: 75006 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERAL POWER GROUP INC. DATE OF NAME CHANGE: 20060808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERRITT CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001279342 IRS NUMBER: 363538658 STATE OF INCORPORATION: IL FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 SOUTH WACKER DRIVE STREET 2: SUITE 2880 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126691650 MAIL ADDRESS: STREET 1: 300 SOUTH WACKER DRIVE STREET 2: SUITE 2880 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G 1 cg200.htm cg200.htm
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

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

Universal Power Group, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

913788105
(CUSIP Number)

December 31, 2012
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
S                      Rule 13d-1(b)
 
¨                      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 the disclosures provided in a prior cover page.
 
The information required in 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).
 

 
1
 
CUSIP No. 913788105


1
NAME OF REPORTING PERSONS
 
Perritt Capital Management, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ¨
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
10,000
6
SHARED VOTING POWER
 
241,400 (1)
7
SOLE DISPOSITIVE POWER
 
10,000
8
SHARED DISPOSITIVE POWER
 
241,400 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
251,400
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.0% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA

 
(1)
Represents shares beneficially owned by Perritt Funds, Inc. (see Item 2(a)).

 
(2)
The percent ownership calculated is based upon an aggregate of 5,020,000 shares outstanding as of November 9, 2012.

 
2
 
CUSIP No. 913788105


1
NAME OF REPORTING PERSONS
 
Perritt Funds, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ¨
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Maryland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
241,400
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
241,400
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
241,400
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.8% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IV

 
(1)
The percent ownership calculated is based upon an aggregate of 5,020,000 shares outstanding as of November 9, 2012.

 
3
 
CUSIP No. 913788105

Item 1(a).
Name of Issuer:

 
Universal Power Group, Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices:

 
1720 Hayden Drive, Carrollton, TX  75006

Item 2(a).
Name of Person Filing:

 
The persons filing this Schedule 13G are (i) Perritt Capital Management, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, and (ii) Perritt Funds, Inc., an investment company registered under the Investment Company Act of 1940.  Perritt Capital Management, Inc. is the investment adviser to Perritt Funds, Inc. and its sole series, Perritt Ultra MicroCap Fund.  Attached as Exhibit 1 hereto, which is incorporated by reference herein, is an agreement between Perritt Capital Management, Inc. and Perritt Funds, Inc. that this Schedule 13G is filed on behalf of each of them.

Item 2(b).
Address of Principal Business Office or, if none, Residence:

 
300 South Wacker Drive, Suite 2880, Chicago, IL  60606

Item 2(c).
Citizenship:

 
Perritt Capital Management, Inc. is an Illinois corporation.

 
Perritt Funds, Inc. is a Maryland corporation.

Item 2(d).
Title of Class of Securities:

 
Common Stock

Item 2(e).
CUSIP Number:

 
913788105

 
4
 
CUSIP No. 913788105


Item 3.
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 
T
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
T
An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

Item 4.
Ownership:

 
Perritt Capital Management, Inc.

 
(a)
Amount Beneficially Owned:  251,400

 
(b)
Percent of Class:  5.0%

 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:  10,000

 
(ii)
shared power to vote or to direct the vote:  241,400

 
(iii)
sole power to dispose or to direct the disposition of:  10,000

 
(iv)
shared power to dispose or to direct the disposition of:  241,400

 
Perritt Funds, Inc.

 
(a)
Amount Beneficially Owned:  241,400

 
(b)
Percent of Class:  4.8%

 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:  0

 
(ii)
shared power to vote or to direct the vote:  241,400

 
(iii)
sole power to dispose or to direct the disposition of:  0

 
(iv)
shared power to dispose or to direct the disposition of:  241,400

 
5
 
CUSIP No. 913788105


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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:

 
N/A

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

 
N/A

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 
N/A

Item 8.
Identification and Classification of Members of the Group:

 
N/A

Item 9.
Notice of Dissolution of Group:

 
N/A

 
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CUSIP No. 913788105


Item 10.
Certification:

 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 
Exhibits.

 
1.
Agreement to file Schedule 13G jointly.

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.
 
Date:  February 11, 2013
PERRITT CAPITAL MANAGEMENT, INC.



By:      /s/ Michael J. Corbett                                                            
Michael J. Corbett, Vice President


PERRITT FUNDS, INC.


By:      /s/ Michael J. Corbett                                                            
Michael J. Corbett, President



 
7
 
CUSIP No. 913788105

EXHIBIT 1
 
AGREEMENT, dated as of February 11, 2013, by and among Perritt Capital Management, Inc., an Illinois corporation, and Perritt Funds, Inc., a Maryland corporation.
 
WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the “Act”), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement is filed on behalf of each of them.
 
NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:
 
Perritt Capital Management, Inc. and Perritt Funds, Inc. hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one statement on Schedule 13G relating to their ownership of the Common Stock of Universal Power Group, Inc. and hereby further agree that said statement shall be filed on behalf of Perritt Capital Management, Inc. and Perritt Funds, Inc.  Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Universal Power Group, Inc.
 
IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above.
 
PERRITT CAPITAL MANAGEMENT, INC.


By:      /s/ Michael J. Corbett                                                            
Michael J. Corbett, Vice President


PERRITT FUNDS, INC.


By:      /s/ Michael J. Corbett                                                            
Michael J. Corbett, President