-----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, Tu66hudRi8RSKMYVcmptFnNOa3Elao2CRww5guzXYTS+W/s3TKbLbRrzbHO2wX1D NMnLHOpo9kV+vkTdFpvk5Q== 0000900440-06-000102.txt : 20060612 0000900440-06-000102.hdr.sgml : 20060612 20060612110430 ACCESSION NUMBER: 0000900440-06-000102 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060612 DATE AS OF CHANGE: 20060612 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIT INTERNATIONAL CORP CENTRAL INDEX KEY: 0000074818 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 111826363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-20218 FILM NUMBER: 06898781 BUSINESS ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 7136675601 MAIL ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: ORBIT INSTRUMENT CORP DATE OF NAME CHANGE: 19911015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELKHORN PARTNERS LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000928400 IRS NUMBER: 000000000 STATE OF INCORPORATION: NE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ELKHORN LIMITED PARTNERSHIP STREET 2: PO BOX 0449 CITY: ELKHORN STATE: NE ZIP: 68022-0449 BUSINESS PHONE: 4022893217 MAIL ADDRESS: STREET 1: ELKHORN LIMITED PARTNERSHIP STREET 2: PO BOX 0449 CITY: ELKHORN STATE: NE ZIP: 68022 SC 13D 1 orbit13d_jun06.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

ORBIT INTERNATIONAL CORP.

(Name of Issuer)

 

COMMON STOCK

(Title of Class of Securities)

 

685559106

(CUSIP Number)

 

 

Alan S. Parsow

with a copy to

David L. Hefflinger

Elkhorn Partners Limited Partnership

 

McGrath North Mullin

2222 Skyline Drive

 

& Kratz, PC LLO

Elkhorn, NE 68022

 

Suite 3700 First National Tower

(402) 289-3217

 

Omaha, NE 68102

 

 

(402) 341-3070

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 5, 2006

(Date of Event which Required 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box o.

 

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.

 

 



 

 

CUSIP NO. 685559106

13D

Page 2 of 4 Pages

 

1.

Name of Reporting Person

SS or IRS Identification Number of Above Person

 

Elkhorn Partners Limited Partnership / 47-0721875

 

2.

Check the Appropriate Box if a Member of a Group

 

/X/

(a)

/ /

(b)

 

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)

 

/ /

 

6.

Citizenship or Place of Organization

 

Nebraska

 

 

7.           Sole Voting Power

 

 

 

229,600 Shares

Number of

 

Shares

8.           Shared Voting Power

Beneficially

 

Owned by

0

Reporting

 

Person

9.           Sole Dispositive Power

With

 

 

229,600 Shares

 

 

 

10.         Shared Dispositive Power

 

 

 

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

229,600 Shares

 

12.

Check Box if Aggregate Amount in Row 11 Excludes Certain

Shares

 

/ /

 

13.

Percent of Class Represented by Amount in Row 11

 

Approximately 5.0% of voting securities

 

14.

Type of Reporting Person

 

PN

 

 



 

 

CUSIP NO. 685559106

13D

Page 3 of 4 Pages

 

ITEM 1. SECURITY AND ISSUER.

 

The securities to which this Schedule 13D relates are shares of common stock of Orbit International Corp. ("Orbit"), whose principal executive offices are located at 80 Cabot Court, Hauppauge, New York 11788. Elkhorn Partners Limited Partnership (the "Partnership") is the entity making this filing.

 

ITEM 2. IDENTITY AND BACKGROUND.

 

(a)-(c), (f) This Schedule 13D is being filed by the Partnership. The sole general partner of the Partnership is Parsow Management LLC, 2222 Skyline Drive, Elkhorn, Nebraska 68022 (the “General Partner”). Alan S. Parsow, 2222 Skyline Drive, Elkhorn, Nebraska 68022, is the sole manager of the General Partner. The business of the Partnership consists of the buying and selling, for the account of the Partnership, of stocks, bonds and other securities, commodities, property and investments. The General Partner is a Nebraska limited liability company and Mr. Parsow is a United States citizen.

 

(d)-(e) Neither the Partnership, the General Partner nor Mr. Parsow has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a 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 of such law.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

The Partnership has acquired Orbit common stock through open market purchases. The purchase price was obtained from the Partnership’s working capital and from margin account borrowings from brokers.

 

ITEM 4. PURPOSE OF THE TRANSACTION.

 

The Partnership has acquired the Orbit common stock as an investment. The Partnership intends to review on a continuing basis its investment in the Orbit common stock, Orbit's business affairs and financial condition, as well as conditions in the securities markets and general economic and industry conditions. The Partnership may purchase additional Orbit common stock either in the open market, in privately-negotiated transactions, or otherwise. Additionally, the Partnership may dispose of the Orbit common stock it presently owns or hereafter acquires either in the open market, in privately negotiated transactions, or otherwise.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

 

(a)(b) As of June 5, 2006, the Partnership owns 229,600 shares of Orbit common stock. The Orbit Form 10-Q for the quarter ended March 31, 2006 reported that there were outstanding 4,583,071 shares of Orbit common stock as of May 10, 2006. Based on this number, the Partnership owns approximately 5.0% of the Orbit common stock.

 

(c) During the past 60 days, the Partnership purchased 85,600 shares of Orbit common stock, in open market transactions, at prices ranging from $7.05 to $8.82 per share.

 

 



 

 

CUSIP NO. 685559106

13D

Page 4 of 4 Pages

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

Neither the Partnership, the General Partner nor Mr. Parsow has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Orbit including the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

 

Not Applicable.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

 

DATED: June 12, 2006

 

Elkhorn Partners Limited Partnership

 

By: Parsow Management LLC, General Partner

 

By:

/s/ Alan S. Parsow

Alan S. Parsow

Sole Manager

 

 

 

 

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