sc13gza

0000950134-06-002285.txt : 20060209 0000950134-06-002285.hdr.sgml : 20060209 20060209132640 ACCESSION NUMBER: 0000950134-06-002285 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 GROUP MEMBERS: BARRY M KITT GROUP MEMBERS: PINNACLE CHINA FUND, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE FUND L P CENTRAL INDEX KEY: 0000915861 IRS NUMBER: 752512784 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 12900 PRESTON RD STE 420 CITY: DALLAS STATE: TX ZIP: 75230 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL DISPLAYWORKS, INC CENTRAL INDEX KEY: 0000866415 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 943333649 STATE OF INCORPORATION: OR FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56555 FILM NUMBER: 06591957 BUSINESS ADDRESS: STREET 1: 1613 SANTA CLARA DRIVE, SUITE 100 CITY: ROSEVILLE STATE: CA ZIP: 95765 BUSINESS PHONE: (916) 797-6800 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL DISPLAY WORKS, INC STREET 2: 1613 SANTA CLARA DRIVE, SUITE 100 CITY: ROSEVILLE STATE: CA ZIP: 95765 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL DISPLAYWORKS INC DATE OF NAME CHANGE: 20020408 FORMER COMPANY: FORMER CONFORMED NAME: MORROW SNOWBOARDS INC DATE OF NAME CHANGE: 19951006 SC 13G/A 1 d32821h8sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

International DisplayWorks, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

459412102

(CUSIP Number)

December 31, 2005

(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)

þ 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 (“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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Person Authorized to Receive Notices and Communications:

Taylor H. Wilson, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000


CUSIP No.		459412102		Page		2		of		9


1	NAMES OF REPORTING PERSONS: The Pinnacle Fund, L.P., a Texas limited partnership

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	75-2512784

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			2,302,600

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,302,600

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,302,600

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	5.2%(1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


(1)		Based on 44,472,829 shares of common stock outstanding as reported in International DisplayWorks, Inc.’s Report on Form 8-K filed with the Securities Exchange Commission on February 1, 2006.


CUSIP No.		459412102		Page		3		of		9


1	NAMES OF REPORTING PERSONS: Pinnacle China Fund, L.P., a Texas limited partnership

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	20-3358646

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			736,498

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			736,498

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	736,498

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.7%(1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


(1)		Based on 44,472,829 shares of common stock outstanding as reported in International DisplayWorks, Inc.’s Report on Form 8-K filed with the Securities Exchange Commission on February 1, 2006.


CUSIP No.		459412102		Page		4		of		9


1	NAMES OF REPORTING PERSONS: Barry M. Kitt

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			3,065,898

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			3,065,898

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,065,898

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	6.9%(1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


(1)		Based on 44,472,829 shares of common stock outstanding as reported in International DisplayWorks, Inc.’s Report on Form 8-K filed with the Securities Exchange Commission on February 1, 2006.


	CUSIP No. 459412102						Page 5 of 9


Item 1(a)		Name of Issuer:

		International DisplayWorks, Inc.

Item 1(b)		Address of Issuer’s Principal Executive Offices:

		1613 Santa Clara Drive, Suite 100
		Roseville, California 95661

Item 2(a)		Names of Persons Filing:

		The Pinnacle Fund, L.P.
		Pinnacle China Fund, L.P.
		Barry M. Kitt

Item 2(b)		Address of Principal Business Office:

		4965 Preston Park Blvd.
		Suite 240
		Plano, Texas 75093

Item 2(c)		Citizenship:

		See Item 4 of each cover page.

Item 2(d)		Title of Class of Securities:

		Common Stock, par value $0.001 per share

Item 2(e)		CUSIP No:

		459412102


	CUSIP No. 459412102						Page 6 of 9


Item 3	Status of Persons Filing:

	(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	[ ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4	Ownership:

	(a)	This statement is filed on behalf of The Pinnacle Fund, L.P. (“Pinnacle”), Pinnacle China Fund, L.P. (“Pinnacle China”) and Barry M. Kitt. Pinnacle Advisers, L.P. (“Advisers”) is the general partner of Pinnacle. Pinnacle Fund Management, LLC (“Management”) is the general partner of Advisers. Mr. Kitt is the sole member of Management. Pinnacle China Advisers, L.P. (“China Advisers”) is the general partner of Pinnacle China. Pinnacle China Management, LLC (“China Management”) is the general partner of China Advisers. Kitt China Management, LLC (“China Manager”) is the manager of China Management. Mr. Kitt is the sole member of China Manager. As of February 6, 2006, Pinnacle was the beneficial owner of 2,302,600 shares of common stock of International Displayworks, Inc. (“Common Stock”) and Pinnacle China was the beneficial owner of 736,498 shares of Common Stock.

		As of February 6, 2006, Mr. Kitt was the direct beneficial owner of 20,000 shares of Common Stock, and Mr. Kitt’s children were the beneficial owners of an aggregate of 6,800 shares of Common Stock. Mr. Kitt may be deemed to be the beneficial owner of the shares of Common Stock held by Pinnacle, Pinnacle China and his children. Mr. Kitt expressly disclaims beneficial ownership of all shares of Common Stock held by Pinnacle, Pinnacle China and his children.

	(b)	Percent of Class:

		See Item 11 of each cover page.


	CUSIP No. 459412102						Page 7 of 9


	(c)	Number of shares as to which each person has:

		(i) sole power to vote or to direct the vote:

		See Item 5 of each cover page.

		(ii) shared power to vote or to direct the vote:

		See Item 6 of each cover page.

		(iii) sole power to dispose or to direct the disposition of:

		See Item 7 of each cover page.

		(iv) shared power to dispose or to direct the disposition of:

		See Item 8 of each cover page.


Item 5		Ownership of 5% or Less of a Class:

		Not applicable.

Item 6		Ownership of More than 5% on Behalf of Another Person:

		Not applicable.

Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

		Not applicable.

Item 8		Identification and Classification of Members of the Group:

		Not applicable.

Item 9		Notice of Dissolution of Group:

		Not applicable.

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


	CUSIP No. 459412102						Page 8 of 9


		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.


	CUSIP No. 459412102						Page 9 of 9

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 8, 2006


THE PINNACLE FUND, L.P.

By:		Pinnacle Advisers, L.P., its general partner

By:		Pinnacle Fund Management, LLC, its general partner

By:		/s/ Barry M. Kitt

		Barry M. Kitt, its sole member

PINNACLE CHINA FUND, L.P.

By:		Pinnacle China Advisers, L.P., its general partner

By:		Pinnacle China Management, LLC, its general partner

By:		Kitt China Management, LLC, its manager

By:		/s/ Barry M. Kitt

		Barry M. Kitt, its sole member

/s/ Barry M. Kitt

Barry M. Kitt

EXHIBITS


Exhibit 1		Joint Filing Agreement, dated February 8, 2006, by and between The Pinnacle Fund, L.P., Pinnacle China Fund, L.P. and Barry M. Kitt.

EX-99.1 2 d32821h8exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of International DisplayWorks, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 8, 2006.


THE PINNACLE FUND, L.P.

By:		Pinnacle Advisers, L.P., its general partner

By:		Pinnacle Fund Management, LLC, its general partner

By:		/s/ Barry M. Kitt

		Barry M. Kitt, its sole member

PINNACLE CHINA FUND, L.P.

By:		Pinnacle China Advisers, L.P., its general partner

By:		Pinnacle China Management, LLC, its general partner

By:		Kitt China Management, LLC, its manager

By:		/s/ Barry M. Kitt

		Barry M. Kitt, its sole member

/s/ Barry M. Kitt

Barry M. Kitt