0001251109-12-000028.txt : 20120214 0001251109-12-000028.hdr.sgml : 20120214 20120214104808 ACCESSION NUMBER: 0001251109-12-000028 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AEROSONIC CORP /DE/ CENTRAL INDEX KEY: 0000109471 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 741668471 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-36394 FILM NUMBER: 12603952 BUSINESS ADDRESS: STREET 1: 1212 N HERCULES AVE CITY: CLEARWATER STATE: FL ZIP: 33765 BUSINESS PHONE: 727-461-3000 MAIL ADDRESS: STREET 1: 1212 N HERCULES AVE CITY: CLEARWATER STATE: FL ZIP: 33765 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Minerva Advisors LLC CENTRAL INDEX KEY: 0001541536 IRS NUMBER: 753088079 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 50 MONUMENT ROAD STREET 2: SUITE 201 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: (484) 434-2258 MAIL ADDRESS: STREET 1: 50 MONUMENT ROAD STREET 2: SUITE 201 CITY: BALA CYNWYD STATE: PA ZIP: 19004 SC 13G 1 minervaaerosonic13g.htm sc13g

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

AEROSONIC CORPORATION
(Name of Issuer)
Common Stock, $0.40 Par Value
(Title of Class of Securities)
008015307
(CUSIP Number)
January 1, 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:

     [  ]  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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 

 
                     
CUSIP No.
  
008015307 

           
1   NAMES OF REPORTING PERSONS:
   
  Minerva Advisors LLC
David P. Cohen
 
     
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:
   
  Minerva Advisors LLC - Delaware
David P. Cohen - U.S. Citizen
   
       
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH:
 5   SOLE VOTING POWER:
   
 

Minerva Advisors LLC - 168,948
David P. Cohen* - 168,948

*David P. Cohen is deemed a beneficial owner of all shares beneficially owned by Minerva Advisors LLC

   
     
6   SHARED VOTING POWER:
   
 

Minerva Advisors LLC - 115,600
David P. Cohen* - 115,600

*David P. Cohen is deemed a beneficial owner of all shares beneficially owned by Minerva Advisors LLC

   
     
7   SOLE DISPOSITIVE POWER:
   
 

Minerva Advisors LLC - 168,948
David P. Cohen* - 168,948

*David P. Cohen is deemed a beneficial owner of all shares beneficially owned by Minerva Advisors LLC

   
     
8   SHARED DISPOSITIVE POWER:
   
 

Minerva Advisors LLC - 115,600
David P. Cohen* - 115,600

*David P. Cohen is deemed a beneficial owner of all shares beneficially owned by Minerva Advisors LLC

   
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
 

Minerva Advisors LLC - 284,548
David P. Cohen* - 284,548

*David P. Cohen is deemed a beneficial owner of all shares beneficially owned by Minerva Advisors LLC

   
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
   [   ]
   
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
 

Minerva Advisors LLC - 7.5%
David P. Cohen* - 7.5%

*David P. Cohen is deemed a beneficial owner of all shares beneficially owned by Minerva Advisors LLC

   
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
 

Minerva Advisors LLC - IA
David P. Cohen - IN

SCHEDULE 13G
     
Item 1(a)
Name of Issuer.
 
    
 
Aerosonic Corporation
 
    
Item 1(b)
Address of Issuer’s Principal Executive Offices.
 
    
 
1212 North Hercules Avenue
Clearwater, FL 33765
 
    
Item 2(a)
Name of Person Filing.
 
    
 
Minerva Advisors LLC
David P. Cohen
 
    
Item 2(b)
Address of Principal Business Office or, if none, Residence.
 
    
 
50 Monument Road, Suite 201
Bala Cynwyd, PA 19004
 
    
Item 2(c)
Citizenship.
 
    
 
David P. Cohen is a U.S. Citizen.
Minerva Advisors LLC is organized under Delaware law.
 
 
    
Item 2(d)
Title of Class of Securities.
 
    
 
Common Stock, $0.40 Par Value
 
    
Item 2(e)
CUSIP Number.
 
    
 
008015307
     
Item 3   This statement is not filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c).
 
    
 
  
Item 4   Ownership.
 
      
 
  (a) Amount beneficially owned:

Minerva Advisors LLC - 284,548
David P. Cohen* - 284,548

*David P. Cohen is deemed a beneficial owner of all shares beneficially owned by Minerva Advisors LLC

 
 
  (b) Percent of Class:

Minerva Advisors LLC - 7.5%
David P. Cohen* - 7.5%

*David P. Cohen is deemed a beneficial owner of all shares beneficially owned by Minerva Advisors LLC

 
 
  (c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote:

Minerva Advisors LLC - 168,948
David P. Cohen* - 168,948

*David P. Cohen is deemed a beneficial owner of all shares beneficially owned by Minerva Advisors LLC

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

Minerva Advisors LLC - 115,600
David P. Cohen* - 115,600

*David P. Cohen is deemed a beneficial owner of all shares beneficially owned by Minerva Advisors LLC

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

Minerva Advisors LLC - 168,948
David P. Cohen* - 168,948

*David P. Cohen is deemed a beneficial owner of all shares beneficially owned by Minerva Advisors LLC

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

Minerva Advisors LLC - 115,600
David P. Cohen* - 115,600

*David P. Cohen is deemed a beneficial owner of all shares beneficially owned by Minerva Advisors LLC

 
Item 5   Ownership of Five Percent or Less of a Class.
 
    Not applicable.
 
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.
 
    Not applicable.
 
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.
     
             
    MINERVA ADVISORS LLC
    Date: February 14, 2012
 
            
    By:   David P. Cohen, President
 
            
        By:   /s/ Beth N. Lowson
 
           
            Name: Beth N. Lowson
            Title: Attorney-In-Fact
            The Nelson Law Firm, LLC
            White Plains Plaza
            One North Broadway, Suite 712
            White Plains, NY 10601
         
    DAVID P. COHEN
    Date: February 14, 2012
 
            
    By:   David P. Cohen
 
            
 
      By:   /s/ Beth N. Lowson
 
           
            Name: Beth N. Lowson
            Title: Attorney-In-Fact
            The Nelson Law Firm, LLC
            White Plains Plaza
            One North Broadway, Suite 712  
            White Plains, NY 10601

 

POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, Scott M. Dubowsky, Sean W. McDowell, Beth N. Lowson, and Anne Mulcahy, each of The Nelson Law Firm, LLC, One North Broadway, Suite 712, 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(f), 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(f), 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 9th day of February, 2012.
     
 
By: /s/ David P. Cohen
 
   
    David P. Cohen