-----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, SQ4ICXermYNm2wX9Pa/ULHnfcrB7mH04X3J+uQZrVrwlSEG+jz33WGGdA+fzkaFk 67fXCbwpE6k4b+JGHvFn6w== 0000950134-04-002101.txt : 20040217 0000950134-04-002101.hdr.sgml : 20040216 20040217141440 ACCESSION NUMBER: 0000950134-04-002101 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040217 GROUP MEMBERS: MARIEL CAPITAL MANAGEMENT LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NADER TAVAKOLI CENTRAL INDEX KEY: 0001266000 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 551 FIFTH AVE 334TH FL CITY: NEW YORK STATE: NY ZIP: 10176 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUSPEX SYSTEMS INC CENTRAL INDEX KEY: 0000860749 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 930963660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0701 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-44681 FILM NUMBER: 04607120 BUSINESS ADDRESS: STREET 1: 2800 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95050 BUSINESS PHONE: 4085662000 MAIL ADDRESS: STREET 1: 2800 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95050 SC 13G 1 d12653dsc13g.htm SCHEDULE 13G sc13g
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

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)

AUSPEX SYSTEMS, INC.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

052116100

(Cusip Number)

June 18, 2003

(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)

*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 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).

 

 

             
13G
CUSIP No. 052116100 Page 2 out of 8
  1. Name of Reporting Person:
Mariel Capital Management, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,996,392
6. Shared Voting Power:
0
7. Sole Dispositive Power:
2,996,392
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,996,392
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
6.5%**
  12.Type of Reporting Person:*
CO

2

    *SEE INSTRUCTIONS BEFORE FILLING OUT
 
    **SEE ITEM 4(b).

 

             
13G
CUSIP No. 052116100 Page 3 out of 8
  1. Name of Reporting Person:
Nader Tavakoli		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S. Citizen
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
3,328,471
6. Shared Voting Power:
0
7. Sole Dispositive Power:
3,328,471
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,328,471
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
7.3%**
  12.Type of Reporting Person:*
IN

    *SEE INSTRUCTIONS BEFORE FILLING OUT
 
    **SEE ITEM 4(b).

3

 

SCHEDULE 13G

     This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Mariel Capital Management, L.L.C., a Delaware limited liability company (“Mariel”), and Mr. Nader Tavakoli the principal of Mariel, relating to shares of common stock of Auspex Systems, Inc., a Delaware corporation (the “Issuer”).

     This Schedule 13G relates to shares of Common Stock of the Issuer purchased by Mr. Nader Tavakoli, individually, and Mariel for the account of EagleRock Master Fund, a Delaware general partnership, of which Mariel is the agent and attorney-in-fact. EagleRock Master Fund holds the shares of Common Stock of the Issuer for the account of EagleRock Capital Partners, L.P. and EagleRock Capital Partners (QP), L.P., both Delaware limited partnerships.

     
Item 1(a)
  Name of Issuer.
 
    
  Auspex Systems, Inc.
 
    
Item 1(b)
  Address of Issuer’s Principal Executive Offices.
 
    
  2800 Scott Boulevard
  Santa Clara, California 95050
 
    
Item 2(a)
  Name of Person Filing.
 
    
  Mariel Capital Management, L.L.C. (“Mariel”) and Nader Tavakoli.
 
    
Item 2(b)
  Address of Principal Business Office, or, if none, Residence.
 
    
  551 Fifth Avenue, 34th Floor
  New York, New York 10176
 
    
Item 2(c)
  Citizenship or Place of Organization.
 
    
  Mariel is a limited liability company organized under the laws of the State of Delaware. Nader Tavakoli is the principal of Mariel and is a United States citizen.
 
    
Item 2(d)
  Title of Class of Securities.
 
    
  Common Stock, par value $.001 per share (the “Common Stock”).
 
    
Item 2(e)
  CUSIP Number.
 
    
  052116100
 
    
Item 3
   Reporting Person.
 
    
  Inapplicable.

4

 

     
Item 4
  Ownership.
         
  (a)   Mariel is the beneficial owner of 2,996,392 shares of Common Stock and Mr. Tavakoli is the beneficial owner of 3,328,471 shares of Common Stock.
 
        
  (b)   Mariel is the beneficial owner of 6.5% and Mr. Tavakoli is the beneficial owner of 7.3% of the outstanding shares of Common Stock. This percentage is determined by dividing the number of shares beneficially held by 45,854,703, the number of shares of Common Stock issued and outstanding as of February 7, 2003, as reported in the Issuer’s quarterly report on Form 10-Q filed February 11, 2003.
 
        
  (c)   Mariel, as the agent and attorney-in-fact of EagleRock Master Fund, has the sole power to vote and dispose of the 2,996,392 shares of Common Stock held by EagleRock Master Fund. As the principal of Mariel, Mr. Tavakoli may direct the vote and disposition of the 2,996,392 shares of Common Stock held by EagleRock Master Fund and 332,079 shares of Common Stock held by himself, individually.
     
Item 5
  Ownership of Five Percent or Less of a Class.
 
    
  Inapplicable.
 
    
Item 6
  Ownership of More Than Five Percent on Behalf of Another Person.
 
    
  Inapplicable.
 
    
Item 7
  Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
 
    
  Inapplicable.
 
    
Item 8
  Identification and Classification of Members of the Group.
 
    
  Inapplicable.
 
    
Item 9
  Notice of Dissolution of Group.
 
    
  Inapplicable.
 
    
Item 10
  Certification.
 
    
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

5

 

     
Exhibits
   Exhibit 1
  Joint Filing Agreement dated February 13, 2004 between Mariel and Nader Tavakoli.

6

 

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.

     Date: February 13, 2004
         
  Mariel Capital Management, L.L.C.
 		  
  By:   /s/ Nader Tavakoli    
    NADER TAVAKOLI, Managing Member   
       
 
     
  /s/ Nader Tavakoli    
  Nader Tavakoli   
     
 

7

EX-1 3 d12653dexv1.htm JOINT FILING AGREEMENT exv1
 

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $.001 per share, of Auspex Systems, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2004.
         
  Mariel Capital Management, L.L.C.
 		  
  By:   /s/ Nader Tavakoli    
    NADER TAVAKOLI, Managing Member   
       
 
     
  /s/ Nader Tavakoli    
  Nader Tavakoli   
     
 

8

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