-----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, GKuqTkfcRIgr5LYfvgzCGYeYCOZIZsot1VKDkIUQ0xeKNDpLbSbp5x8Du+tqVubE MNSGBDYw7eybHMOGbuxfJA== 0000950142-08-001320.txt : 20080717 0000950142-08-001320.hdr.sgml : 20080717 20080717134925 ACCESSION NUMBER: 0000950142-08-001320 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080717 DATE AS OF CHANGE: 20080717 GROUP MEMBERS: ANDREW SANDLER GROUP MEMBERS: SANDLER ASSOCIATES GROUP MEMBERS: SANDLER ASSOCIATES II, LP GROUP MEMBERS: SANDLER CAPITAL MANAGEMENT GROUP MEMBERS: SANDLER OFFSHORE FUND, INC. GROUP MEMBERS: SANDLER PLUS MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOLT TECHNOLOGY CORP CENTRAL INDEX KEY: 0000354655 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 060773922 STATE OF INCORPORATION: CT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34996 FILM NUMBER: 08956658 BUSINESS ADDRESS: STREET 1: FOUR DUKE PL CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038530700 MAIL ADDRESS: STREET 1: FOUR DUKE PL CITY: NORWALK STATE: CT ZIP: 06854 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001000742 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 112792496 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 711 FIFTH AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127548100 MAIL ADDRESS: STREET 1: 711 FIFTH AVENUE STREET 2: 15TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da1_bolt.htm AMENDMENT NO. 1
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

_______________________

Bolt Technology Corp.

(Name of Issuer)

Common Stock, without par value

(Title of Class of Securities)

 

097698104

(CUSIP Number)

Stacey Seewald

Sandler Capital Management

711 Fifth Avenue, 15th Floor

New York, NY 10022

(212) 754-8100

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

_______________________

April 17, 2008

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 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-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).

 

 

 

 


CUSIP No. N07045102

Page 2 of 12 Pages

 

SCHEDULE 13D

 

 

1

NAME OF REPORTING PERSONS

Sandler Associates

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    x
(b)    o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

WC

5

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



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8



9



10

SOLE VOTING POWER
52,450 shares

SHARED VOTING POWER
-0-


SOLE DISPOSITIVE POWER
52,450 shares


SHARED DISPOSITIVE POWER

-0- 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

52,450 shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.61%

14

TYPE OF REPORTING PERSON*

PN

 

 


CUSIP No. N07045102

Page 3 of 12 Pages

 

SCHEDULE 13D

 

 

 

1

NAME OF REPORTING PERSONS

Sandler Associates II, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    x
(b)    o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

WC

5

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



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8



9



10

SOLE VOTING POWER
2,150 shares

SHARED VOTING POWER
-0-


SOLE DISPOSITIVE POWER
2,150 shares


SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,150 shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.02%

14

TYPE OF REPORTING PERSON*

PN

 

 


CUSIP No. N07045102

Page 4 of 12 Pages

 

SCHEDULE 13D

 

 

1

NAME OF REPORTING PERSONS

Sandler Offshore Fund, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    x
(b)    o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

WC

5

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



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8



9



10

SOLE VOTING POWER
16,850 shares

SHARED VOTING POWER
-0-


SOLE DISPOSITIVE POWER
16,850 shares

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,850 shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.20%

14

TYPE OF REPORTING PERSON*

CO

 

 


CUSIP No. N07045102

Page 5 of 12 Pages

 

SCHEDULE 13D

 

 

1

NAME OF REPORTING PERSONS

Sandler Plus Master Fund, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    x
(b)    o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

WC

5

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



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8



9



10

SOLE VOTING POWER
26,050 shares

SHARED VOTING POWER
-0-


SOLE DISPOSITIVE POWER
26,050 shares

SHARED DISPOSITIVE POWER
-0-  

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

26,050 shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.30%

14

TYPE OF REPORTING PERSON*

CO

 

 


CUSIP No. N07045102

Page 6 of 12 Pages

 

SCHEDULE 13D

 

 

1

NAME OF REPORTING PERSONS

Andrew Sandler

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    x
(b)    o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

WC

5

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



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8



9



10

SOLE VOTING POWER
-0-

SHARED VOTING POWER
134,600 shares


SOLE DISPOSITIVE POWER
-0-


SHARED DISPOSITIVE POWER
134,600 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

134,600 shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.56%

14

TYPE OF REPORTING PERSON*

IN

 

 


CUSIP No. N07045102

Page 7 of 12 Pages

 

SCHEDULE 13D

 

 

1

NAME OF REPORTING PERSONS

 Sandler Capital Management

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)    x
(b)    o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

WC

5

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



        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8



9



10

SOLE VOTING POWER
-0-

SHARED VOTING POWER
134,600 shares


SOLE DISPOSITIVE POWER
-0-


SHARED DISPOSITIVE POWER

134,600 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

134,600 shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)



        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.56%

14

TYPE OF REPORTING PERSON*

PN

 

 


CUSIP No. N07045102

Page 8 of 12 Pages

 

SCHEDULE 13D

 

 

Item 1.

Security and Issuer.

This Amendment No. 1 to Schedule 13D (this “Statement”) relates to the common stock, without par value (the “Common Stock”), of Bolt Technology Corp. (the “Issuer”). This Statement supplementally amends the initial statement on Schedule 13D, filed on February 22, 2008 (the "Initial Statement"), by the Reporting Persons (as defined herein). This Amendment No. 1 is being filed by the Reporting Persons to report that, as a result of recent transactions in the Common Stock, the beneficial ownership of each of the Reporting Persons has decreased by more than one percent of the outstanding shares of Common Stock of the Issuer and each of the Reporting Persons is no longer the beneficial owner of more than five percent of the outstanding Common Stock of the Issuer.

 

Item 2.

Identity and Background.

The information set forth in Item 2 of the Initial Statement remains unchanged.

 

Item 3.

Source and Amount of Funds or Other Consideration.

Not applicable.

 

Item 4.

Purpose of Transaction.

Not applicable.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Initial Statement is hereby amended and restated by deleting it in its entirety and substituting the following:

 

(a)        As of the date hereof, each of SA, SA II, SOF and SPF each own of record 52,450 shares of Common Stock, 2,150 shares of Common Stock, 16,850 shares of Common Stock, and 26,050 shares of Common Stock, respectively, or 0.61%, 0.02%, 0.20%, and 0.30%, respectively, of the Company’s issued and outstanding shares of Common Stock.

 

By virtue of the fact that SCM is the investment adviser to and is authorized and empowered to vote and dispose of the securities held by SA, SAII, SOF, SPF and various managed accounts, SCM may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each owns of record. Accordingly, as of the date hereof, SCM may be deemed to own beneficially an aggregate of 134,600 shares of Common Stock or 1.56% of the Company’s issued and outstanding shares of Common Stock.

 

By virtue of the fact that Andrew Sandler is the portfolio manager of SA, SA II, SOF, SPF and various managed accounts and is authorized and empowered to vote and dispose of the securities held by SA, SA II, SOF, SPF and various managed accounts, Andrew Sandler may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each owns of record. Accordingly, as of the date hereof, Andrew Sandler may be deemed to own beneficially an aggregate of 134,600 shares of Common Stock or 1.56% of the Company’s issued and outstanding shares of Common Stock.

 


CUSIP No. N07045102

Page 9 of 12 Pages

 

SCHEDULE 13D

 

 

(b)        SA has the sole power to direct the vote and the sole power to direct the disposition of the 52,450 shares of Common Stock that may be deemed to be owned beneficially by it. SA II has the sole power to direct the vote and the sole power to direct the disposition of the 2,150 shares of Common Stock that may be deemed to be owned beneficially by it. SOF has the sole power to direct the vote and the sole power to direct the disposition of the 16,850 shares of Common Stock that may be deemed to be owned beneficially by it. SPF has the sole power to direct the vote and the sole power to direct the disposition of the 26,050 shares of Common Stock that may be deemed to be owned beneficially by it. SCM has the shared power to direct the vote and the shared power to direct the disposition of the 134,600 shares of Common Stock that may be deemed to be owned beneficially by it. Andrew Sandler has the shared power to direct the vote and the shared power to direct the disposition of the 134,600 shares of Common Stock that may be deemed to be owned beneficially by him.

 

(c)        Except for the transactions listed on Schedule C hereto, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days.

 

(d)        No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.

 

(e)        The Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on April 17, 2008.

 

Item 6.

Contracts, Arrangements, Understandings or Relationship with Respect to the Issuer.

Not applicable.

 

Item 7.

Materials to be Filed as Exhibits.

Exhibit 7.01:

Joint Filing Agreement

 

 


CUSIP No. N07045102

Page 10 of 12 Pages

 

SCHEDULE 13D

 

 

SIGNATURES

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 as of July 15, 2008

 

 

 

SANDLER CAPITAL MANAGEMENT

 

 

By:

ALCR Corp., a general partner

 

 

By: 



/s/ Moira Mitchell

 

 

 

Name: Moira Mitchell

Title:   President

 

 

 

 

SANDLER ASSOCIATES

 

 

By:

AMS SA LLC, a general partner

 

 

By: 



/s/ Andrew Sandler

 

 

 

Name: Andrew Sandler

Title:   Manager

 

 

 

 

SANDLER ASSOCIATES II, L.P.

 

 

By:

AMS SA LLC, a general partner

 

 

By: 



/s/ Andrew Sandler

 

 

 

Name: Andrew Sandler

Title:   Manager

 

 

 

 

SANDLER OFFSHORE FUND, INC.

 

 

By: 



/s/ Steven Warshavsky

 

 

 

Name: Steven Warshavsky

Title:   Director

 

 

 

 

SANDLER PLUS MASTER FUND LTD.

 

 

By: 



/s/ Steven Warshavsky

 

 

 

Name: Steven Warshavsky

Title:   Director

 

 


By:


/s/ Andrew Sandler

 

 

 

Name: Andrew Sandler

 

 


CUSIP No. N07045102

Page 11 of 12 Pages

 

SCHEDULE 13D

 

 

EXHIBIT 7.01

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Pioneer Companies Inc. and that this Agreement be included as an Exhibit to such statement.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of July 15, 2008.

 

 

 

SANDLER CAPITAL MANAGEMENT

 

 

By:

ALCR Corp., a general partner

 

 

By: 


/s/ Moira Mitchell

 

 

 

Name: Moira Mitchell

Title:   President

 

 

 

 

SANDLER ASSOCIATES

 

 

By:

AMS SA LLC, a general partner

 

 

By: 


/s/ Andrew Sandler

 

 

 

Name: Andrew Sandler

Title:   Manager

 

 

 

 

SANDLER ASSOCIATES II, L.P.

 

 

By:

AMS SA LLC, a general partner

 

 

By: 


/s/ Andrew Sandler

 

 

 

Name: Andrew Sandler

Title:   Manager

 

 

 

 

SANDLER OFFSHORE FUND, INC.

 

 

By: 


/s/ Steven Warshavsky

 

 

 

Name: Steven Warshavsky

Title:   Director

 

 

 

 

SANDLER PLUS MASTER FUND LTD.

 

 

By: 


/s/ Steven Warshavsky

 

 

 

Name: Steven Warshavsky

Title:   Director

 

 


By:


/s/ Andrew Sandler

 

 

 

Name: Andrew Sandler

 

 


CUSIP No. N07045102

Page 12 of 12 Pages

 

SCHEDULE 13D

 

 

SCHEDULE C

 

Date of Transaction

Nature of Transaction
(open market purchase
or open market sale)

Number of securities

Price
per share

2/27/2008

open market sale

2,000

$20.0367

3/05/2008

open market sale

5,400

$17.1103

3/12/2008

open market sale

5,200

$16.5340

3/26/2008

open market sale

12,000

$17.1439

3/31/2008

open market purchase

22,000

$18.4763

4/02/2008

open market sale

11,300

$18.6040

4/09/2008

open market sale

2,300

$19.4461

4/17/2008

open market sale

75,000

$23.7696

4/18/2008

open market sale

25,000

$23.4432

4/23/2008

open market sale

25,000

$19.2346

4/30/2008

open market sale

3,000

$18.2630

5/01/2008

open market sale

2,900

$17.8580

5/06/2008

open market sale

15,000

$19.1686

5/06/2008

open market sale

13,000

$19.2450

5/07/2008

open market sale

20,000

$19.2795

5/12/2008

open market sale

30,000

$19.8170

5/22/2008

open market sale

27,500

$20.2997

6/04/2008

open market sale

4,200

$19.9778

6/11/2008

open market sale

1,300

$19.8123

6/18/2008

open market sale

2,200

$23.5554

6/25/2008

open market sale

3,100

$22.8500

7/01/2008

open market purchase

5,800

$22.5600

7/02/2008

open market purchase

4,600

$23.2400

7/02/2008

open market sale

15,000

$22.6853

7/07/2008

open market sale

50,000

$20.1295

 

 

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