-----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, QNx4Ns9A8MsSFDurRE787a5+bJLhA4LtpbmeQxizRzDcP8L//eyo5Tz2Y7YZJPyj orcxSLWqAW+2uDqQVTJr/A== 0000919574-08-002752.txt : 20080505 0000919574-08-002752.hdr.sgml : 20080505 20080505142312 ACCESSION NUMBER: 0000919574-08-002752 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080505 DATE AS OF CHANGE: 20080505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATHANS FAMOUS INC CENTRAL INDEX KEY: 0000069733 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 113166443 STATE OF INCORPORATION: DE FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49205 FILM NUMBER: 08801914 BUSINESS ADDRESS: STREET 1: 1400 OLD COUNTRY RD STREET 2: STE 400 CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5163388500 MAIL ADDRESS: STREET 1: 1400 OLD COUNTRY RD STREET 2: STE 400 CITY: WESTBURY STATE: NY ZIP: 11590 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIME LOGIC CAPITAL, LLC CENTRAL INDEX KEY: 0001388137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 135 EAST 57TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-381-4161 MAIL ADDRESS: STREET 1: 135 EAST 57TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 d879870_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2) Nathan's Famous, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 632347100 - -------------------------------------------------------------------------------- (CUSIP Number) April 8, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [_] Rule 13d-1(d) CUSIP No. 632347100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prime Logic Capital, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 609,743 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 609,743 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 609,743 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.0% 12. TYPE OF REPORTING PERSON OO/IA CUSIP No. 632347100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Marc Cummins 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 609,743 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 609,743 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 609,743 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.0% 12. TYPE OF REPORTING PERSON IN CUSIP No. 632347100 --------------------- Item 1(a). Name of Issuer: Nathan's Famous, Inc. ------------------------------------------------------------------ Item 1(b). Address of Issuer's Principal Executive Offices: 1400 Old Country Road Westbury, New York 11590 ------------------------------------------------------------------ Item 2(a). Name of Person Filing: Prime Logic Capital, LLC Marc Cummins ------------------------------------------------------------------ Item 2(b). Address of Principal Business Office, or if None, Residence: Prime Logic Capital, LLC 135 East 57th Street, 11th Floor New York, New York 10022 Marc Cummins c/o Prime Logic Capital, LLC 135 East 57th Street, 11th Floor New York, New York 10022 ------------------------------------------------------------------ Item 2(c). Citizenship: Prime Logic Capital, LLC - Delaware limited liability company Marc Cummins - United States citizen ------------------------------------------------------------------ Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share ------------------------------------------------------------------ Item 2(e). CUSIP Number: 632347100 ------------------------------------------------------------------ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Prime Logic Capital, LLC - 609,743 shares Marc Cummins - 609,743 shares ------------------------------------------------------------------ (b) Percent of class: Prime Logic Capital, LLC - 10.0% Marc Cummins - 10.0% ------------------------------------------------------------------ (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Prime Logic Capital, LLC - 0 Marc Cummins - 0 ------------------------------------------------------------------, (ii) Shared power to vote or to direct the vote Prime Logic Capital, LLC - 609,743 Marc Cummins - 609,743 ------------------------------------------------------------------, (iii) Sole power to dispose or to direct the disposition of Prime Logic Capital, LLC - 0 Marc Cummins - 0 ------------------------------------------------------------------, (iv) Shared power to dispose or to direct the disposition of Prime Logic Capital, LLC - 609,743 Marc Cummins - 609,743 ------------------------------------------------------------------. 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. If any other person 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Pursuant to a managed account agreement, Prime Logic Capital, LLC has voting and dispositive power over 393,878 shares of the Common Stock of Nathan's Famous, Inc., par value $.01 per share, held in the account of CPS Opportunities I, LLC. ------------------------------------------------------------------ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ------------------------------------------------------------------ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ------------------------------------------------------------------ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ------------------------------------------------------------------ Item 10. Certifications. By signing below, the Reporting Persons certify that, to the best of their 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. 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. May 5, 2008 ---------------------------------------- (Date) PRIME LOGIC CAPITAL, LLC* By: /s/ Marc Cummins ------------------- Name: Marc Cummins Title: Managing Member MARC CUMMINS* /s/ Marc Cummins ----------------------- * These Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of their pecuniary interest therein. EXHIBIT A AGREEMENT The undersigned agree that this Amendment No. 2 dated May 5, 2008 relating to the Schedule 13G of the Common Stock of Nathan's Famous, Inc., par value $.01 per share, shall be filed on behalf of the undersigned. PRIME LOGIC CAPITAL, LLC By: /s/ Marc Cummins ------------------- Name: Marc Cummins Title: Managing Member MARC CUMMINS /s/ Marc Cummins ---------------------- SK 25276 0003 879870 -----END PRIVACY-ENHANCED MESSAGE-----