-----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, KAsPmvpJfkjypCGLMVPQKDtA04Jvy+n8kotF8fXeLHZDa9o7DmyYI6PtxQ9iTiBn J3DtZV3mFRdZZNmCL1zqVA== 0000921895-08-003010.txt : 20081205 0000921895-08-003010.hdr.sgml : 20081205 20081205143248 ACCESSION NUMBER: 0000921895-08-003010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081205 DATE AS OF CHANGE: 20081205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFOCUS CORP CENTRAL INDEX KEY: 0000845434 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 930932102 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41347 FILM NUMBER: 081232405 BUSINESS ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036858888 MAIL ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 FORMER COMPANY: FORMER CONFORMED NAME: IN FOCUS SYSTEMS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nery Capital Partners, L.P. CENTRAL INDEX KEY: 0001299125 IRS NUMBER: 841513454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 22 SOUTH PACK SQUARE STREET 2: SUITE 302 CITY: ASHEVILLE STATE: NC ZIP: 28801 BUSINESS PHONE: 828 225 5908 MAIL ADDRESS: STREET 1: 22 SOUTH PACK SQUARE STREET 2: SUITE 302 CITY: ASHEVILLE STATE: NC ZIP: 28801 SC 13D/A 1 sc13da207394002_12042008.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D sc13da207394002_12042008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

InFocus Corporation
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

45665B106
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 4, 2008
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
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 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).
 
CUSIP NO. 45665B106
 
 
1
NAME OF REPORTING PERSON
 
NERY CAPITAL PARTNERS, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
4,550,400
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,550,400
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,550,400
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.2%
14
TYPE OF REPORTING PERSON
 
PN

2
CUSIP NO. 45665B106
 
 
1
NAME OF REPORTING PERSON
 
NERY CAPITAL MANAGEMENT, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
4,550,400
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,550,400
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,550,400
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.2%
14
TYPE OF REPORTING PERSON
 
OO

3
CUSIP NO. 45665B106
 
 
1
NAME OF REPORTING PERSON
 
NERY ASSET MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
4,550,400
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,550,400
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,550,400
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.2%
14
TYPE OF REPORTING PERSON
 
OO

4
CUSIP NO. 45665B106
 
 
1
NAME OF REPORTING PERSON
 
MICHAEL A. NERY
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
4,550,400
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,550,400
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,550,400
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.2%
14
TYPE OF REPORTING PERSON
 
IN

5
CUSIP NO. 45665B106
 
The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned.  This Amendment No. 2 amends the Schedule 13D as specifically set forth.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by Nery Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase cost of the 4,550,400 Shares beneficially owned by Nery Capital is approximately $6,223,106, excluding brokerage commissions.
 
Item 5 is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 40,669,516 Shares outstanding, as of November 3, 2008, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2008.
 
As of the date hereof, Nery Capital beneficially owns 4,550,400 Shares, constituting approximately 11.2% of the Shares outstanding.  Nery Asset Management, as the investment advisor of Nery Capital, may be deemed to beneficially own the 4,550,400 Shares owned by Nery Capital, constituting approximately 11.2% of the Shares outstanding.  Nery Capital Management, as the general partner of Nery Capital, may be deemed to beneficially own the 4,550,400 Shares owned by Nery Capital, constituting approximately 11.2% of the Shares outstanding.  Mr. Nery, as manager of each of Nery Asset Management and Nery Capital Management, may be deemed to beneficially own the 4,550,400 Shares owned by Nery Capital, constituting approximately 11.2% of the Shares outstanding.  Each of Nery Asset Management, Nery Capital Management and Mr. Nery disclaims beneficial ownership of the Shares beneficially owned by Nery Capital, except to the extent of their pecuniary interest therein.

(b)           By virtue of his position with Nery Asset Management and Nery Capital Management, Mr. Nery has the sole power to vote and dispose of the Shares beneficially owned by Nery Capital reported in this Schedule 13D.

(c)           Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D. All of such transactions were effected in the open market, unless otherwise noted.

(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)           Not applicable.
 
 
6
CUSIP NO. 45665B106

SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  December 5, 2008
NERY CAPITAL PARTNERS, L.P.
     
 
By:
Nery Capital Management, L.L.C.
   
General Partner
     
 
By:
/s/ Michael A. Nery
 
Name:
Michael A. Nery,
 
Title:
Manager

 
NERY ASSET MANAGEMENT, LLC
     
 
By:
/s/ Michael A. Nery
 
Name:
Michael A. Nery,
 
Title:
Manager

 
NERY CAPITAL MANAGEMENT, L.L.C.
     
 
By:
/s/ Michael A. Nery
 
Name:
Michael A. Nery,
 
Title:
Manager

 
/s/ Michael A. Nery
 
MICHAEL A. NERY
 
 
7
CUSIP NO. 45665B106
 
SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 1 to the Schedule 13D

Shares of Common Stock
Purchased
Price Per
Share($)
Date of
Purchase

NERY CAPITAL PARTNERS, L.P.
 
28,767
  
0.4700
11/24/2008
8,700
  
0.5500
11/24/2008
15,600
  
0.5300
11/24/2008
5,000
  
0.4800
11/25/2008
4,100
  
0.5000
11/25/2008
8,600
  
0.5200
11/25/2008
91,100
  
0.5100
11/25/2008
10,000
  
0.4700
11/25/2008
10,800
  
0.5300
11/25/2008
21,253
  
0.5400
11/25/2008
18,100
  
0.5200
11/26/2008
13,580
  
0.5200
11/26/2008
24,900
  
0.5300
11/26/2008
2,200
  
0.5400
11/28/2008
2,300
  
0.5400
12/01/2008
500
  
0.4700
12/01/2008
5,166
  
0.5500
12/01/2008
15,631
  
0.5300
12/01/2008
6,508
  
0.4700
12/01/2008
8,645
  
0.5100
12/01/2008
10,455
  
0.5100
12/01/2008
15,103
  
0.5300
12/01/2008
900
  
0.4451
12/04/2008
400
  
0.4800
12/04/2008
550
  
0.4600
12/04/2008
1,200
  
0.4529
12/04/2008
3,000
  
0.5300
12/04/2008
900
  
0.4900
12/04/2008
800
  
0.4359
12/04/2008
500
  
0.4796
12/04/2008
400
  
0.4900
12/04/2008
400
  
0.4800
12/04/2008
300
  
0.5000
12/04/2008
1,500
  
0.4900
12/04/2008
600
  
0.5300
12/04/2008
400
  
0.4900
12/04/2008
 
 
8
CUSIP NO. 45665B106
 
100
  
0.5200
12/04/2008
200
  
0.5000
12/04/2008
700
  
0.4920
12/04/2008
300
  
0.4900
12/04/2008
100
  
0.4890
12/04/2008
167,923
  
0.4900
12/04/2008
11,519
  
0.4900
12/04/2008
7,500
  
0.4900
12/04/2008
7,200
  
0.5000
12/04/2008
4,800
  
0.4900
12/04/2008
4,500
  
0.4900
12/04/2008
5,000
  
0.4890
12/04/2008
4,000
  
0.5300
12/04/2008
2,500
  
0.4900
12/04/2008
7,200
  
0.5300
12/04/2008
2,000
  
0.4900
12/04/2008
2,400
  
0.5300
12/04/2008
1,200
  
0.4900
12/04/2008
1,200
  
0.4800
12/04/2008
1,200
  
0.4587
12/04/2008
 
NERY ASSET MANAGEMENT, LLC
None

NERY CAPITAL MANAGEMENT, L.L.C.
None

MICHAEL A. NERY
None

 
9
 
 
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