0001164073-05-000015.txt : 20120615 0001164073-05-000015.hdr.sgml : 20120615 20050406130734 ACCESSION NUMBER: 0001164073-05-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050406 DATE AS OF CHANGE: 20050406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC SYSTEMS TECHNOLOGY INC CENTRAL INDEX KEY: 0000752294 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 911238077 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56635 FILM NUMBER: 05736289 BUSINESS ADDRESS: STREET 1: 415 N QUAY STREET CITY: KENNEWICK STATE: WA ZIP: 99336 BUSINESS PHONE: 5097359092 MAIL ADDRESS: STREET 1: 415 N QUAY #4 CITY: KENNEWICK STATE: WA ZIP: 99336 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUMMINGBIRD MANAGEMENT LLC CENTRAL INDEX KEY: 0001164073 IRS NUMBER: 134082842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 460 PARK AVENUE, 12TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125210974 MAIL ADDRESS: STREET 1: 460 PARK AVENUE, 12TH FL CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MORNINGSIDE VALUE INVESTORS LLC DATE OF NAME CHANGE: 20011226 SC 13D/A 1 elst13da-050406.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) AMENDMENT NO.1 Electronic Systems Technology, Inc. (NAME OF ISSUER) Common Stock, par value $.001 per share (TITLE OF CLASS OF SECURITIES) 285848107 (CUSIP NUMBER) Paul D. Sonkin Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) 153 East 53rd Street, 55th Floor New York, New York 10022 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) January 26, 2005 (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 4 Pages) ------------------- ---------------- CUSIP No. 285848107 13D/A Page 2 of 4 Pages ------------------- ----------------- ---------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) IRS No. 13-4082842 ---------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [ ] (b) [ ] ---------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------------- 4. SOURCES OF FUNDS OO ---------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] ---------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ---------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER 421,260 SHARES -------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY -------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER 421,260 REPORTING ------------------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 421,260 ---------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] ---------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.2% ---------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO ---------------------------------------------------------------- (Page 2 of 4 Pages) ------------------- CUSIP No. 285848107 13D/A Page 3 of 4 Pages ------------------- AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1, dated April 6, 2005, to Schedule 13D is filed by the Reporting Persons and amends Schedule 13D as previously filed by the Reporting Persons with the Securities and Exchange Commission on April 2, 2004 (the "Schedule 13D"), relating to the common stock, $.001 par value (the "Common Stock") of ELECTRONIC SYSTEMS TECHNOLOGY, INC. a Washington Corporation. Items 3 and 5 of the Schedule 13D are hereby amended and restated, as follows: ------------------- ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of April 6, 2005, Hummingbird has caused each of HVF and Microcap Fund to invest approximately $153,760 and $110,683 respectively, in the Shares of the Issuer using their respective working capital. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) - (b) As the holder of sole voting and investment authority over the Shares owned by HVF and the Microcap Fund, Hummingbird may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the aggregate amount of 421,260 Shares representing approximately 8.2% of the outstanding shares of the Issuer (based upon 5,148,667 shares outstanding as of Febtruary 22, 2005, as reported on the latest Definitive Schedule 10-KSB of the Issuer). Hummingbird disclaims any economic interest or beneficial ownership of the Shares covered by this Statement. Mr. Sonkin is the managing member and control person of Hummingbird, and for purposes of Rule 13d-3 may be deemed the beneficial owner of such Shares deemed to be beneficially owned by Hummingbird. Thus, Mr. Sonkin may be deemed, for purposes of Rule 13d-3, to be the beneficial owner of 421,260 shares representing approximately 8.2% of the outstanding shares of the Issuer (based upon 5,148,667 shares outstanding as of Febtruary 22, 2005, as reported on the latest Definitive Schedule 10-KSB of the Issuer). Mr. Sonkin disclaims any economic interest or beneficial ownership of the Shares covered by this Statement. (Page 3 of 4 Pages) ------------------- CUSIP No. 285848107 13D/A Page 4 of 4 Pages ------------------- (c) Hummingbird caused the HVF to effect transactions in the Shares during the past 60 days as set forth below:
AMOUNT OF DATE TYPE SHARES PRICE/SHARE ---- ---- ------ ----------- 2/8/2005 open market purchase 3,000 0.730 4/5/2005 open market purchase 7,500 0.692
Hummingbird caused the Microcap Fund to effect transactions in the Shares during the past 60 days as set forth below:
AMOUNT OF DATE TYPE SHARES PRICE/SHARE ---- ---- ------ ----------- 4/5/2005 open market purchase 7,500 0.692
(d) Inapplicable. (e) Inapplicable. 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. Dated: April 6, 2005 HUMMINGBIRD MANAGEMENT, LLC By: /s/ Paul D. Sonkin ----------------------------- Name: Paul D. Sonkin Title: Managing Member