-----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, A7MofL7uv1C5jTQQZCi/MQ33vdRqYsAZ65RWrByiEih0kcHnSM8hHQTR04NjNpk9 LEF1NRL8OvnetNRT7pbPsw== 0001104659-08-055373.txt : 20080827 0001104659-08-055373.hdr.sgml : 20080827 20080827115738 ACCESSION NUMBER: 0001104659-08-055373 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080827 DATE AS OF CHANGE: 20080827 GROUP MEMBERS: DORSET MANAGEMENT CORPORATION GROUP MEMBERS: KNOTT PARTNERS OFFSHORE MASTER FUND, L.P. GROUP MEMBERS: KNOTT PARTNERS, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hyde Park Acquisition CORP CENTRAL INDEX KEY: 0001373988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] IRS NUMBER: 205415048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82673 FILM NUMBER: 081041083 BUSINESS ADDRESS: STREET 1: 461 FIFTH AVENUE, STREET 2: 25THFLOOR, CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: 461 FIFTH AVENUE, STREET 2: 25THFLOOR, CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Rand Acquisition Corp. II DATE OF NAME CHANGE: 20060828 SC 13G/A 1 a08-22403_1sc13ga.htm SC 13G/A

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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)(1)

 

Hyde Park Acquisition Corp.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

448638205

(CUSIP Number)

August 20, 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:

 

o

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

o

Rule 13d-1(d)

 


(1) 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 the disclosures provided in a prior cover page.

 

The information required in 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 (the “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).

 



 

CUSIP No. 448638205

 

 

1.

Names of Reporting Persons

David M. Knott
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,308,000

 

6.

Shared Voting Power
38,900

 

7.

Sole Dispositive Power
2,377,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,377,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
15.1%

 

 

12.

Type of Reporting Person*
IN

 

2



 

CUSIP No. 448638205

 

 

1.

Names of Reporting Persons
Dorset Management Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

11-2873658

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
New York

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,308,000

 

6.

Shared Voting Power
38,900

 

7.

Sole Dispositive Power
2,377,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,377,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
15.1%

 

 

12.

Type of Reporting Person*
CO

 

3



 

CUSIP No. 448638205

 

 

1.

Names of Reporting Persons
Knott Partners Offshore Master Fund, L.P.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

41-2221142

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
768,500

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
768,500

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
768,500

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.9%

 

 

12.

Type of Reporting Person*
PN

 

4



 

CUSIP No. 448638205

 

 

1.

Names of Reporting Persons
Knott Partners, L.P.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
820,600

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
820,600

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
820,600

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%

 

 

12.

Type of Reporting Person*
PN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

5



 

Item 1.

 

(a)

Name of Issuer
Hyde Park Acquisition Corp.

 

(b)

Address of Issuer’s Principal Executive Offices
461 Fifth Avenue
25th Floor
New York, NY 10017

 

Item 2.

 

(a)

Name of Person Filing
Knott Partners, L.P.

 

(b)

Address of Principal Business Office or, if none, Residence
For David M. Knott, Dorset Management Corporation, Knott Partners, L.P.

485 Underhill Boulevard, Suite 205

Syosset, New York 11791

 

For Knott Partners Offshore Master Fund, L.P.

c/o Walkers SPV Limited, Walker House

87 Mary Street, Georgetown, Cayman  KY1-9002

Cayman Islands

 

(c)

Citizenship or Place of Organization
David M. Knott; Dorset Management Corporation – New York

Knott Partners Offshore Master Fund, L.P. – Cayman Islands

Knott Partners, L.P. – New Jersey

 

(d)

Title of Class of Securities
Common Stock, par value $0.0001 per share (“Common Stock”)

 

(e)

CUSIP Number
448638205

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Exchange Act.

 

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act.

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act.

 

6



 

 

(d)

o

Investment company registered under section 8 of the Investment Company Act;

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;

 

(j)

o

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.

 

David M. Knott; Dorset Management Corporation; Knott Partners Offshore

Master Fund, L.P.; and Knott Partners, L.P.

See Rows 5 through 9 and 11 on  pages 2 through 5.

As of the date of this filing, each Reporting Person may be deemed to be the beneficial owner of the number of shares of Common Stock of Hyde Park Acquisition Corp. (the “Company”) set forth on Row 9 of the tabular presentation in this Schedule 13G for such Reporting Person, which shares are a constituent part of the Company’s Units (“Units”) of which each Reporting Person may be deemed to hold the number set forth on such respective Row 9.  Each Unit consists of (i) one share of Common Stock and (ii) one Warrant (“Warrant”).  Each Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $5.00.  Each Warrant will become exercisable on the later of the Company’s completion of a business combination and March 5, 2008, and will expire on March 4, 2011, or earlier upon redemption.  As of the date of this filing, the Company has not announced the completion of a business combination.

 

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   o.

 

Knott Partners Offshore Master Fund, L.P.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Persons, other than the Reporting Persons hereunder, have the right to receive or the power to direct the receipt of dividends, or the proceeds from the sale, of securities reported herein.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

N/A

 

7



 

Item 8.

Identification and Classification of Members of the Group

 

N/A

 

Item 9.

Notice of Dissolution of Group

 

N/A

 

 

Item 10.

Certification

 

By signing below I certify that, to the best of my 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.

 

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

 

 

August 26, 2008

 

Date

 


/s/ David M. Knott

 

Signature

 

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

 

 

By:

/s/ David M. Knott

 

 

 

David M. Knott, President

 

 

 

 

 

KNOTT PARTNERS OFFSHORE MASTER

 

 

FUND, L.P.

 

 

KNOTT PARTNERS, L.P.

 

 

 

 

 

By: Knott Partners Management, LLC,

 

 

as General Partner

 

 

 

 

 

By:

/s/ David M. Knott

 

 

David M. Knott, as Managing Member

 

8


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