-----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, EVnaTEg4ezLKK3dBUr2ccAb23nYHsUt9rwMQJA4/MLBmrsuDugVTSS3evfh39k92 yxLfs1uP4VbTWyOC3QFanQ== 0001338208-06-000003.txt : 20061215 0001338208-06-000003.hdr.sgml : 20061215 20061215151509 ACCESSION NUMBER: 0001338208-06-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061215 DATE AS OF CHANGE: 20061215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEGENER CORP CENTRAL INDEX KEY: 0000715073 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 810371341 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34620 FILM NUMBER: 061280211 BUSINESS ADDRESS: STREET 1: 11350 TECHNOLOGY CIRCLE CITY: DULUTH STATE: GA ZIP: 30136-1528 BUSINESS PHONE: 4046230096 MAIL ADDRESS: STREET 1: 11350 TECHNOLOGY CIRCLE CITY: DULUTH STATE: GA ZIP: 30136-1528 FORMER COMPANY: FORMER CONFORMED NAME: TELECRAFTER CORP DATE OF NAME CHANGE: 19890718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Footprints Asset Management & Research CENTRAL INDEX KEY: 0001338208 IRS NUMBER: 202185443 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 11422 MIRACLE HILLS DRIVE STREET 2: SUITE 208 CITY: OMAHA STATE: NE ZIP: 68154 BUSINESS PHONE: 402-445-9333 MAIL ADDRESS: STREET 1: 11422 MIRACLE HILLS DRIVE STREET 2: SUITE 208 CITY: OMAHA STATE: NE ZIP: 68154 SC 13D 1 sch_13d121506.txt NEW SUBMISSION FROM 13G OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: February 28, 2009 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. )* -------- Wegener Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 948595104 (CUSIP Number) Footprints Asset Management & Research, Inc. Stephen J. Lococo 11422 Miracle Hills Drive Suite 208 Omaha, NE 68154 402-445-9333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 11, 2006 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. /X/ NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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). 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. SEC 1746 (11-03) CUSIP No. 948595104 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Footprints Asset Management & Research, Inc. 86-1070985 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / 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) N/A 6. Citizenship or Place of Organization Nebraska 7. Sole Voting Power Number of 1,015,873 shares Shares 8. Shared Voting Power Beneficially -0- Owned by Each 9. Sole Dispositive Power Reporting 1,015,873 shares Person 10. Shared Dispositive Power With -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,015,873 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A 13. Percent of Class Represented by Amount in Row (11) 8.07% 14. Type of Reporting Person (See Instructions) IA Item 1. Security and Issuer. This statement relates to shares of the common stock, $.01 par value per share (the "Shares"), of Wegener Corporation (the "Issuer"). The principal executive offices of the Issuer are located at 13350 Technology Circle, Duluth, Georgia 30097. Item 2. Identity and Background. (a) - (c) This Statement is filed by Footprints Asset Management & Research, Inc. ("FAMR"). Investment decisions made on behalf of FAMR are made through Stephen J. Lococo, president and portfolio manager of FAMR. The principal business address of FAMR and Mr. Lococo is 11422 Miracle Hills Drive, Suite 208, Omaha, NE 68154. (d) Mr. Lococo has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Lococo has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) FAMR is a Nebraska Corporation and Mr. Lococo is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the 1,036,873 Shares owned by FAMR is $1,619,023.74. Shares owned by FAMR were acquired with the funds of each separately managed account. Item 4. Purpose of the Transaction. Mr. Lococo purchased the Shares based on his belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Mr. Lococo does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except subparagraph (d), in which Mr. Lococo was appointed, effective December 11, 2006, by the current Board of Directors to fill a vacancy on the board. Item 5. Interest in Securities of the Issuer. (a)-(b) The aggregate percentage of Shares reported owned by FAMR is based upon 12,579,051 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-k for the fiscal year ended September 1, 2006. As of December 11, 2006, FAMR beneficially owned 1,036,873 Shares, constituting approximately 8.24% of the Shares outstanding. Mr. Lococo, as President of FAMR, has the sole authority to vote and dispose of such Shares. (c) The following is a list of all transactions in the Issuer's Shares during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market. Type of No. of Shares Purchase Price Name Date of Activity Transaction Transacted Per Share FAMR 10/17/2006 sold 3000 .997709 FAMR 10/31/2006 buy 15000 .943396 FAMR 10/30/2006 buy 3000 .980392 FAMR 11/22/2006 buy 8100 1.006711 FAMR 11/24/2006 buy 8700 .948953 FAMR 11/28/2006 buy 3550 .974204 FAMR 12/04/2006 buy 11000 .996377 FAMR 12/05/2006 buy 10000 .885791 (d) No person other than Mr. Lococo is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable Item 7. Material To Be Filed As Exhibits. Not applicable 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. Date: December 15, 2006 By: /s/ Stephen J. Lococo - ------------------------------------ Stephen J. Lococo President -----END PRIVACY-ENHANCED MESSAGE-----