-----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, BIUgFT2x4SUFfb7RSXGAxaoP7mxYxIXVzOWCIPzdYP8JP/kYaQWcyRsmHQoJsi+7 dzFUW/FuB9RM9otzSqQiMw== 0001164073-03-000023.txt : 20030207 0001164073-03-000023.hdr.sgml : 20030207 20030207155938 ACCESSION NUMBER: 0001164073-03-000023 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030207 GROUP MEMBERS: PAUL D. SONKIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TECH OPS SEVCON INC CENTRAL INDEX KEY: 0000825411 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 042985631 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39399 FILM NUMBER: 03544866 BUSINESS ADDRESS: STREET 1: 40 NORTH AVENUE CITY: BURLINGTON STATE: MA ZIP: 01803-3391 BUSINESS PHONE: 7812297896 MAIL ADDRESS: STREET 1: 40 NORTH AVENUE CITY: BURLINGTON STATE: MA ZIP: 01803-3391 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUMMINGBIRD MANAGEMENT LLC CENTRAL INDEX KEY: 0001164073 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 153 E. 53RD ST. STREET 2: 55TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125210974 MAIL ADDRESS: STREET 1: 153 E. 53RD ST. STREET 2: 55TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MORNINGSIDE VALUE INVESTORS LLC DATE OF NAME CHANGE: 20011226 SC 13D 1 to13d-302.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) TECH/OPS SEVCON, INC. (NAME OF ISSUER) Common Stock $.10 par value (TITLE OF CLASS OF SECURITIES) 878293109 (CUSIP NUMBER) Paul D. Sonkin Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) 153 East 53rd Street New York, New York 10022 212-521-0975 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) February 4, 2003 (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. *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). (Continued on following pages) (Page 1 of 8 pages) CUSIP No. 878293109 13D Page 2 of 8 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) [x] (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 0 SHARES ------------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER 159,975 OWNED BY ------------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER 158,875 REPORTING ------------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 159,975 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.1% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* OO - ------------------------------------------------------------------------------ (Page 2 of 8 Pages) CUSIP No. 878293109 13D Page 3 of 8 Pages - ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Paul D. Sonkin IRS No. ###-##-#### - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [x] (b) [ ] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCES OF FUNDS PF - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER 0 SHARES ------------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER 159,975 OWNED BY ------------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER 1,100 REPORTING ------------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 159,975 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.1% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------ (Page 3 of 8 Pages) CUSIP No. 878293109 13D Page 4 of 8 Pages ITEM 1 SECURITY AND ISSUER Title of Class of Securities Common Stock $.10 par value per share (the "Shares") Name and Address of Issuer Tech/Ops Sevcon, Inc. (the "Company" or the "Issuer") 40 North Avenue Burlington, MA 01803 ITEM 2 IDENTITY AND BACKGROUND a. The persons filing this statement are Hummingbird Management, LLC (" Hummingbird"), and Paul D. Sonkin,collectively referred to together as "Reporting Persons." b. Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC), is a Delaware limited liability company("Hummingbird"), whose principal business and principal office address is 153 East 53rd Street,55th Floor, New York, New York 10022. Hummingbird acts as investment manager to The Hummingbird Value Fund, L.P. ("HVF") and to The Hummingbird Microcap Value Fund, L.P. (the "Microcap Fund") and has the sole investment discretion and voting authority with respect to the investments owned of record by each of HVF and Microcap Fund. Accordingly, Hummingbird may be deemed for purposes of Rule 13d-3 of the Securities and Exchange Act of 1934, as amended ("Rule 13d-3"), to be the beneficial owner of the Shares owned by HVF and Microcap Fund. The managing member of Hummingbird is Paul Sonkin. Mr. Sonkin is also the managing member of HVF Capital (f/k/a Morningside Capital, LLC) ("HVF Capital"), the general partner of HVF and Microcap Fund. Both HVF and Microcap Fund are Delaware limited partnerships whose principal business and principal office address is 153 East 53rd Street,55th Floor, New York, New York 10022 and whose principal business is investing in securities inorder to achieve its investment objectives. Mr. Sonkin is a citizen of the United States and HVF Capital is a Delaware limited liability company. The principal business and principal office address of both Mr. Sonkin and HVF Capital is 153 East 53rd Street, 55th Floor, New York, New York 10022. During the past five years none of Hummingbird, HVF, Microcap Fund, Mr. Sonkin or HVF Capital has 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 which any of the foregoing 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. (Page 4 of 8 Pages) CUSIP No. 878293109 13D Page 5 of 8 Pages ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of February 4, 2003, Hummingbird has caused each of HVF and Microcap Fund to invest approximately $788,194 and $341,818, respectively, in the Shares of the Issuer using their respective working capital. Sonkin has invested $6,291 in Shares of the issuer using Personal Funds. ITEM 4 PURPOSE OF TRANSACTION The Shares were acquired for investment purposes. However, the Reporting Persons may hold talks or discussions with various parties, including, but not limited to, the Issuer's management, its board of directors and other shareholders on a variety of possible subjects regarding ways to increase shareholder value. Some of the suggestions Hummingbird might make may affect control of the Issuer and/or may relate to the following: the merger, acquisition or liquidation of the Issuer, the sale or transfer of the assets of the Issuer, a change in the board of directors or the management of the Issuer, a change in the present capitalization or dividend policy of the Issuer or a change in the Issuer's charter or by-laws. The Reporting Persons intend to pay close attention to developments at and pertaining to the Issuer, and, subject to market conditions and other factors deemed relevant by the Reporting Persons, the Reporting Persons may, directly or indirectly, purchase additional Shares of the Issuer or dispose of some or such Shares in open-market transaction or privately negotiated transactions. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) The Reporting Persons aggregately beneficially own 159,975, or 5.1% of the Common Stock of the Issuer, based upon 3,125,051 shares outstanding as of September 30, 2002, as reported on the latest 10-K of the Issuer. (b) Hummingbird has shared voting power over 159,975 Shares of the Issuer. Hummingbird has sole dispositive power over 158,875 Shares. 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 158,875 Shares of the Issuer. Hummingbird disclaimsany economic interest or beneficial ownership of the Shares covered by this Statement. (Page 5 of 8 Pages) CUSIP No. 878293109 13D Page 6 of8 Pages 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 158,875 Shares of the Issuer Mr. Sonkin disclaims any economic interest or beneficial ownership of these Shares. Mr. Sonkin is also the owner of 1,100 Shares and has sole dispositive power over 1,100 Shares. He has shared voting power over 159,975 Shares. (c) Hummingbird caused HVF to effect transactions in the Shares during the past 60 days as set forth below:
AMOUNT OF DATE TYPE SHARES PRICE/SHARE ---- ---- ------ ----------- 12/9/02 open market purchase 1,000 4.550 12/10/02 open market purchase 500 4.510 12/11/02 open market purchase 1,000 4.480 12/17/02 open market purchase 5,700 4.662 12/18/02 open market purchase 1,000 4.972 12/19/02 open market purchase 500 5.000 12/23/02 open market purchase 1,250 4.954 1/6/03 open market purchase 500 5.060 1/7/03 open market purchase 1,000 5.020 1/9/03 open market purchase 500 5.100 1/13/03 open market purchase 700 5.100 1/23/03 open market purchase 700 5.070 1/31/03 open market purchase 500 5.050 2/4/03 open market purchase 1,500 5.073
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 ---- ---- ------ ----------- 12/10/02 open market purchase 500 4.510 12/11/02 open market purchase 2,000 4.480 12/17/02 open market purchase 2,000 4.662 12/18/02 open market purchase 3,000 4.972 12/19/02 open market purchase 1,500 5.000 12/23/02 open market purchase 1,250 4.954 1/6/03 open market purchase 500 5.060 1/7/03 open market purchase 500 5.020 1/8/03 open market purchase 1,000 5.090 1/9/03 open market purchase 500 5.100 1/21/03 open market purchase 6,500 5.042 1/21/03 open market sale 1,000 5.010 1/22/03 open market purchase 1,000 5.100 1/23/03 open market purchase 300 5.070 2/4/03 open market purchase 1,000 5.073 2/5/03 open market purchase 2,700 5.097
(Page 6 of 8 Pages) CUSIP No. 878293109 13D Page 7 of 8 Pages Sonkin has effected no transactions in the Shares during the past 60 days. (d) Inapplicable. (e) Inapplicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER See Item 7 regarding Joint Filing Agreement ITEM 7 MATERIAL TO BE FILED AS EXHIBITS Exhibit A Joint Filing Agreement SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: February 10, 2003 HUMMINGBIRD MANAGEMENT, LLC By: /s/ Paul D. Sonkin ----------------------------- Name: Paul D. Sonkin Title: Managing Member Dated: February 10, 2003 By: /s/ Paul D. Sonkin (Page 7 of 8 Pages) CUSIP No. 878293109 13D Page 8 of 8 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is not accurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the foregoing statement on Schedule 13D. Dated: February 10, 2003 HUMMINGBIRD MANAGEMENT, LLC By: /s/ Paul D. Sonkin ----------------------------- Name: Paul D. Sonkin Title: Managing Member Dated: February 10, 2003 By: /s/ Paul D. Sonkin -----END PRIVACY-ENHANCED MESSAGE-----