-----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, QrpJ/Mqvae3FtLwlDWaFbevN3/3xXM3UBWgboSc+hFvrqccKiH2Jy2gm8PLVJDOC sCLIpUrCJMIonWSVlKH2YQ== 0001227356-04-000015.txt : 20041223 0001227356-04-000015.hdr.sgml : 20041223 20041223120611 ACCESSION NUMBER: 0001227356-04-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041223 DATE AS OF CHANGE: 20041223 GROUP MEMBERS: GEF TECHNOLOGY MANAGERS CO., LLC GROUP MEMBERS: GLOBAL ENVIRONMENT CAPITAL COMPANY, LLC GROUP MEMBERS: GLOBAL ENVIRONMENT STRATEGIC TECHNOLOGY PARTNERS, LP GROUP MEMBERS: H. JEFFREY LEONARD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESSEX CORPORATION CENTRAL INDEX KEY: 0000355199 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 540846569 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33744 FILM NUMBER: 041223126 BUSINESS ADDRESS: STREET 1: 9150 GILFORD RD CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 3019397000 MAIL ADDRESS: STREET 1: 9150 GUILFORD ROAD CITY: COLUMBIA STATE: MD ZIP: 21046 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEF MANAGEMENT CORP CENTRAL INDEX KEY: 0001227356 IRS NUMBER: 522138640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1225 EYE STREET NW SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 22209 SC 13D/A 1 essexcorporation-13d6.txt -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response......15 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Essex Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 296744105 - -------------------------------------------------------------------------------- (CUSIP Number) James P. Gregory 1225 Eye Street, N.W. Washington D.C. 20005 (202) 789-4500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 21, 2004 - -------------------------------------------------------------------------------- (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-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). (Continued on following pages) Page 1 of 13 Pages 13D =================== CUSIP No. 296744105 =================== - ------------==================================================================== NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Global Environment Strategic Technology Partners, LP - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** 2 ** The reporting persons making this filing hold an aggregate of 1,109,890 Shares, which is 5.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== SOURCE OF FUNDS (See Instructions) 4 N/A - ------------==================================================================== CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) OR 2(e) [ ] - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------==================================================================== SOLE VOTING POWER 7 NUMBER OF -0- ------------============================================= SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY -0- ------------============================================= EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON WITH ------------============================================= SHARED DISPOSITIVE POWER 10 -0- - ------------==================================================================== AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 -0- - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.0% - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 14 PN - ------------==================================================================== Page 2 of 13 Pages 13D =================== CUSIP No. 296744105 =================== - ------------==================================================================== NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) GEF Technology Managers Co., LLC - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** 2 ** The reporting persons making this filing hold an aggregate of 1,109,890 Shares, which is 5.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== SOURCE OF FUNDS (See Instructions) 4 N/A - ------------==================================================================== CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) OR 2(e) [ ] - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------==================================================================== SOLE VOTING POWER 7 NUMBER OF -0- ------------============================================= SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 567,552 ------------============================================= EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON WITH ------------============================================= SHARED DISPOSITIVE POWER 10 567,552 - ------------==================================================================== AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 567,552 - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.7% - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 14 OO - ------------==================================================================== Page 3 of 13 Pages 13D =================== CUSIP No. 296744105 =================== - ------------==================================================================== NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Global Environment Capital Company, LLC - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** 2 ** The reporting persons making this filing hold an aggregate of 1,109,890 Shares, which is 5.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== SOURCE OF FUNDS (See Instructions) 4 N/A - ------------==================================================================== CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) OR 2(e) [ ] - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------==================================================================== SOLE VOTING POWER 7 NUMBER OF -0- ------------============================================= SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 567,552 ------------============================================= EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON WITH ------------============================================= SHARED DISPOSITIVE POWER 10 567,552 - ------------==================================================================== AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 567,552 - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.7% - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 14 OO - ------------==================================================================== Page 4 of 13 Pages 13D =================== CUSIP No. 296744105 =================== - ------------==================================================================== NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) GEF Management Corporation - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** 2 ** The reporting persons making this filing hold an aggregate of 1,109,890 Shares, which is 5.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== SOURCE OF FUNDS (See Instructions) 4 N/A - ------------==================================================================== CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) OR 2(e) [ ] - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------==================================================================== SOLE VOTING POWER 7 NUMBER OF -0- ------------============================================= SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,082,390 ------------============================================= EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON WITH ------------============================================= SHARED DISPOSITIVE POWER 10 1,082,390 - ------------==================================================================== AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,082,390 - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.2% - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 14 CO, IA - ------------==================================================================== Page 5 of 13 Pages 13D =================== CUSIP No. 296744105 =================== - ------------==================================================================== NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) H. Jeffrey Leonard - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** 2 ** The reporting persons making this filing hold an aggregate of 1,109,890 Shares, which is 5.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== SOURCE OF FUNDS (See Instructions) 4 N/A - ------------==================================================================== CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) OR 2(e) [ ] - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------==================================================================== SOLE VOTING POWER 7 NUMBER OF 27,500 ------------============================================= SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,082,390 ------------============================================= EACH SOLE DISPOSITIVE POWER 9 REPORTING 27,500 PERSON WITH ------------============================================= SHARED DISPOSITIVE POWER 10 1,082,390 - ------------==================================================================== AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,109,890 - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.3% - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 14 IN - ------------==================================================================== Page 6 of 13 Pages This Amendment No. 6 to Schedule 13D amends the Schedule 13D initially filed on September 18, 2000 (collectively, with all amendments thereto, the "Schedule 13D"). Item 4. Purpose Of The Transaction. - ------ -------------------------- Item 4 of the Schedule 13D is amended and supplemented as follows: On December 21, 2004, GETM and GEFMC sold to the underwriters in aggregate 232,366 Shares at a price of $15.62 per Share as part of the Over-allotment Option of the 2004 Public Offering. For further information regarding the 2004 Public Offering, see the registration statement on Form S-3 filed with the SEC on November 1, 2004, as amended. Item 5. Interest In Securities Of The Issuer. - ------ ------------------------------------ Item 5 of the Schedule 13D is amended and restated in its entirety as follows: (a) GESTP ----- (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for GESTP is incorporated herein by reference. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the sum of (i) 15,210,066 Shares outstanding as of September 26, 2004, as reported by the Company in its Form 424B1 filed with the Securities and Exchange Commission on November 23, 2004 (the "424B1"), and (ii) 5,567,634 Shares sold by the Company in the 2004 Public Offering (including through the exercise of the Over-allotment Option) described in Item 4 above, as reported by the Company in the 424B1. (c) There have been no purchases, sales or transfers of the Shares by GESTP since the filing of the prior Schedule 13D. (d) GETM, as the general partner of GESTP, has the power to direct the affairs of GESTP, including the disposition of the proceeds of the sale of the Shares held by GESTP. GECC, as the managing member of GETM, has the power to direct the affairs of GETM, including the disposition of the proceeds of the sale of the Shares held by GETM. GEFMC, as the investment adviser to GECC, has the power to direct the disposition of the proceeds of the sale of the Shares held by GETM. Leonard, as the president and a director of GEFMC, may be deemed to have the power to direct the disposition of the proceeds of the sale of the Shares held by GETM. Page 7 of 13 Pages (e) As of November 29, 2004, GESTP was no longer the beneficial owner of 5% or more of the outstanding Shares. (b) GETM ----- (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for GETM is incorporated herein by reference. (c) The trade dates, number of Shares purchased or sold and the price per Share (including commissions) for all purchases and sales of the Shares by GETM since the filing of the last Schedule 13D are set forth on Schedule A hereto and are incorporated herein by reference. All of such transactions were consummated as part of the Over-allotment Option associated with the 2004 Public Offering described in Item 4 above. (d) GETM, as the general partner of GESTP, has the power to direct the affairs of GESTP, including the disposition of the proceeds of the sale of the Shares held by GESTP. GECC, as the managing member of GETM, has the power to direct the affairs of GETM, including the disposition of the proceeds of the sale of the Shares held by GETM. GEFMC, as the investment adviser to GECC, has the power to direct the disposition of the proceeds of the sale of the Shares held by GETM. Leonard, as the president and a director of GEFMC, may be deemed to have the power to direct the disposition of the proceeds of the sale of the Shares held by GETM. (e) As of November 29, 2004, GETM was no longer the beneficial owner of 5% or more of the outstanding Shares. (c) GECC ---- (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for GECC is incorporated herein by reference. (c) There have been no purchases, sales or transfers of the Shares by GECC since the filing of the prior Schedule 13D. (d) GECC, as the managing member of GETM, has the power to direct the affairs of GETM, including the disposition of the proceeds of the sale of the Shares held by GETM. GECC, as an investment adviser to GESTP, has the power to direct the disposition of the proceeds of the sale of the Shares held by GESTP. GEFMC, as the investment adviser to GECC, has the power to direct the disposition of the proceeds of the sale of the Shares held by GECC. Leonard, as the president and a director of GEFMC, may be deemed to have the power to direct the disposition of the proceeds of the sale of the Shares held by GECC. The Members of the Management Committee of GECC (as described in Annex 1 to this Schedule 13D) have the power to direct the Page 8 of 13 Pages affairs of GECC, including the disposition of the proceeds of the sale of the Shares held by GECC. (e) As of November 29, 2004, GECC was no longer the beneficial owner of 5% or more of the outstanding Shares. (d) GEFMC ----- (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for GEFMC is incorporated herein by reference. (c) The trade dates, number of Shares purchased or sold and the price per Share (including commissions) for all purchases and sales of the Shares by GEFMC since the filing of the last Schedule 13D are set forth on Schedule B hereto and are incorporated herein by reference. All of such transactions were consummated as part of the Over-allotment Option associated with the 2004 Public Offering described in Item 4 above. (d) GEFMC, as the investment adviser to GECC, has the power to direct the disposition of the proceeds of the sale of the Shares held by GECC. GEFMC, as the investment adviser to GECC, which is the managing member of GETM, has the power to direct the disposition of the proceeds of the sale of the Shares held by GETM. GEFMC, as an investment adviser to GESTP, has the power to direct the disposition of the proceeds of the sale of the Shares held by GESTP. The board of directors of GEFMC (as described in Annex 1 hereto) has the power to direct the affairs of GEFMC, including the disposition of the proceeds of the sale of the Shares held by GEFMC. Leonard, as the president and a director of GEFMC, may be deemed to have the power to direct the affairs of GEFMC, including the disposition of the proceeds of the sale of the Shares held by GEFMC. (e) Not applicable. (e) Leonard ------- (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for Leonard is incorporated herein by reference. (c) There have been no purchases, sales or transfers of the Shares by Leonard since the filing of the prior Schedule 13D. (d) Leonard, as the president and a director of GEFMC, may be deemed to have the power to direct the affairs of GEFMC, including the disposition of the proceeds of the sale of the Shares held by GEFMC. Leonard, as the president and a director of GEFMC, may be deemed to have the power to Page 9 of 13 Pages direct the disposition of the proceeds of the sale of the Shares held by each of GECC, GETM and GESTP. (e) Not applicable. The Shares reported hereby for GESTP are or were owned directly by GESTP. Of the 567,552 Shares reported hereby for GETM, all of such Shares are owned directly by GETM. Of the 567,552 Shares reported hereby for GECC, all of such Shares are owned directly by GETM. Of the 1,082,390 Shares reported hereby for GEFMC, 514,838 of the Shares are owned directly by GEFMC. Of the 1,109,890 Shares reported hereby for Leonard, 27,500 of the Shares are owned directly by Leonard. GETM, as the general partner of GESTP, each of GECC and GEFMC, as an investment adviser to GESTP, and Leonard, as the president and a director of GEFCM, may be deemed to be the beneficial owner of all of the Shares directly owned by GESTP. Each of GETM, GECC, GEFMC and Leonard hereby disclaims any beneficial ownership of any such Shares. GECC, as the managing member of GETM, GEFMC, as the investment adviser to GECC, and Leonard, as the president and a director of GEFMC, may be deemed to be the beneficial owner of all of the Shares directly owned by GETM. Each of GECC, GEFMC and Leonard hereby disclaims any beneficial ownership of any such Shares. GEFMC, as the investment adviser to GECC, and Leonard, as the president and a director of GEFCM, may be deemed to be the beneficial owner of all of the Shares directly owned by GECC. Each of GEFMC and Leonard hereby disclaims any beneficial ownership of any such Shares. Page 10 of 13 Pages SIGNATURES ---------- After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 23, 2004 GLOBAL ENVIRONMENT STRATEGIC TECHNOLOGY PARTNERS, LP By: /s/ H. Jeffrey Leonard ------------------------------ Name: H. Jeffrey Leonard Title: Authorized Signatory GEF TECHNOLOGY MANAGERS CO., LLC By: /s/ H. Jeffrey Leonard ------------------------------ Name: H. Jeffrey Leonard Title: Authorized Signatory GLOBAL ENVIRONMENT CAPITAL COMPANY, LLC By: /s/ H. Jeffrey Leonard -------------------------------- Name: H. Jeffrey Leonard Title: Authorized Signatory GEF MANAGEMENT CORPORATION By: /s/ H. Jeffrey Leonard ------------------------------ Name: H. Jeffrey Leonard Title: President H. JEFFREY LEONARD /s/ H. Jeffrey Leonard --------------------------------- Page 11 of 13 Pages SCHEDULE A ---------- GETM ---- NO. OF SHARES PURCHASED (P) PRICE TRADE DATE OR SOLD (S) PER SHARE ($) ------------ ------------ ------------- 12/21/2004 182,366 (S) $15.62 net of the $0.88 underwriters' discount1 1 The sales price to the public in the 2004 Public Offering was $16.50. Page 12 of 13 Pages SCHEDULE B ---------- GEF MANAGEMENT CORPORATION -------------------------- NO. OF SHARES PURCHASED (P) PRICE TRADE DATE SOLD (S) PER SHARE ($) ------------ -------- ------------- 12/21/2004 50,000(S) $15.62 net of the $0.88 underwriters' discount1 1 The sales price to the public in the 2004 Public Offering was $16.50. Page 13 of 13 Pages -----END PRIVACY-ENHANCED MESSAGE-----