-----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, RgoZpOVwM2isPUbbOAwfIMkXxfpGnABhed2JkYc5AqotIuj+Ccx1wUh/D0AIYwHO Ag0YkaTntRDe8dhn7qU9/w== 0000905718-95-000006.txt : 19970313 0000905718-95-000006.hdr.sgml : 19970313 ACCESSION NUMBER: 0000905718-95-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950214 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTROMAGNETIC SCIENCES INC CENTRAL INDEX KEY: 0000032198 STANDARD INDUSTRIAL CLASSIFICATION: 3679 IRS NUMBER: 581035424 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31374 FILM NUMBER: 95510892 BUSINESS ADDRESS: STREET 1: PO BOX 7700 STREET 2: TECHNOLOGY PARK/ATLANTA CITY: NORCROSS STATE: GA ZIP: 30091-7700 BUSINESS PHONE: 4042639200 MAIL ADDRESS: STREET 1: PO BOX 770 CITY: NORCROSS STATE: GA ZIP: 30091-7700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROCKER DAVID A /NY/ CENTRAL INDEX KEY: 0000919275 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA STREET 2: SUITE 1759 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 212-397-1220 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 (Amendment No. 15)* ELECTROMAGNETIC SCIENCES, INC. (Name of Issuer) Common Stock, par value $.10 per share (Title of Class of Securities) 285397105 (CUSIP Number) with a copy to: David A. Rocker Robert G. Minion, Esq. Suite 1759 Lowenstein, Sandler, Kohl, 45 Rockefeller Plaza Fisher & Boylan, P.A. New York, New York 10111 65 Livingston Avenue (212) 397-1220 Roseland, New Jersey 07068 (201) 992-8700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 8, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule l3d-1(a) 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). 1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above Persons): David A. Rocker ###-##-#### 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable 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): Not Applicable 6) Citizenship or Place of Organization: United States Number of 7) Sole Voting Power: 560,700* Shares Beneficially 8) Shared Voting Power: 0 Owned by Each Reporting 9) Sole Dispositive Power: 586,900* Person With: 10) Shared Dispositive Power: 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 586,900* 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable 13) Percent of Class Represented by Amount in Row (11): 8.6%* 14) Type of Reporting Person (See Instructions): IA, IN * 505,000 shares (7.4%) of Electromagnetic Sciences, Inc. are owned by Rocker Partners, L.P., a New York limited partnership. 55,700 shares (0.8%) of Electromagnetic Sciences, Inc. are owned by Compass Holdings, Ltd., a corporation organized under the International Business Companies Ordinance of the British Virgin Islands. 26,200 shares (0.4%) of Electromagnetic Sciences, Inc. are owned by Centennial Partners I, L.P., a Delaware limited partnership. David A. Rocker serves as the sole managing partner of Rocker Partners, L.P. and, through Rocker Offshore Management Company, Inc., as investment adviser to Compass Holdings, Ltd. He also serves as an investment adviser to Centennial Partners I, L.P. See Item 5 for further information on the computation of percentages set forth herein. Item 5. Interest in Securities of the Issuer. Based upon the information contained in Electromagnetic Sciences, Inc.'s quarterly report on Form 10-Q for the quarterly period ended September 30, 1994, there were issued and outstanding 6,798,127 shares of Electromagnetic Sciences, Inc. common stock as of November 1, 1994. As of February 8, 1995, Rocker Partners, L.P. owned 505,000 of such shares, or 7.4% of those outstanding; Compass Holdings, Ltd. owned 55,700 of such shares, or 0.8% of those outstanding; and Centennial Partners I, L.P. owned 26,200 of such shares, or 0.4% of those outstanding. David Rocker possesses sole power to vote and direct the disposition of all shares of Electromagnetic Sciences, Inc. common stock owned by Rocker Partners, L.P. and Compass Holdings, Ltd. and possesses the sole power to direct the disposition of all shares of Electromagnetic Sciences, Inc. common stock owned by Centennial Partners I, L.P. The following table details the transactions by each of Rocker Partners, L.P., Compass Holdings, Ltd. and Centennial Partners I, L.P. in shares of Electromagnetic Sciences, Inc. common stock during the past 60 days: A. Rocker Partners, L.P. Date Quantity Price (Purchases) January 5, 1995 3,000 $11.81 January 6, 1995 2,000 $11.87 January 11, 1995 10,000 $11.87 January 13, 1995 8,200 $11.70 February 7, 1995 2,400 $11.56 February 8, 1995 20,000 $11.75 (Sales) January 3, 1995 31,400 $11.87 B. Compass Holdings, Ltd. Date Quantity Price (Purchases) December 21, 1994 1,000 $10.56 January 3, 1995 21,600 $11.87 February 8, 1995 3,200 $11.75 (Sales) January 3, 1995 1,500 $11.87 C. Centennial Partners I, L.P. Date Quantity Price (Purchases) January 11, 1995 1,200 $11.87 February 8, 1995 2,000 $11.75 (Sales) January 3, 1995 5,200 $11.87 Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. February 14, 1995 DAVID A. ROCKER ____________________________________ David A. Rocker, individually, as managing partner of Rocker Partners, L.P., as president of Rocker Offshore Management Company, Inc., the investment adviser to Compass Holdings, Ltd., and as investment adviser to Centennial Partners I, L.P. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----