sc13gza

0000950134-06-002286.txt : 20060209 0000950134-06-002286.hdr.sgml : 20060209 20060209132708 ACCESSION NUMBER: 0000950134-06-002286 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 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: NANO PROPRIETARY INC CENTRAL INDEX KEY: 0000891417 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 760273345 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46581 FILM NUMBER: 06591959 BUSINESS ADDRESS: STREET 1: 3006 LONGHORN BOULEVARD STREET 2: SUITE 107 CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 5123315020 MAIL ADDRESS: STREET 1: 12100 TECHNOLOGY BOULEVARD CITY: AUSTIN STATE: TX ZIP: 78727 FORMER COMPANY: FORMER CONFORMED NAME: SI DIAMOND TECHNOLOGY INC DATE OF NAME CHANGE: 19940318 SC 13G/A 1 d32821isc13gza.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)*

Nano-Proprietary, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

63007X108

(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

SCHEDULE 13G


CUSIP No.		63007X108		Page		2		of		7


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

	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:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			6,416,893

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			6,416,893

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	6,416,893

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):

	6.4% ⁽¹⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


(1)		Based on a total of 99,746,440 shares outstanding on October 21, 2005, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on October 28, 2005, for the quarterly period ended September 30, 2005.

SCHEDULE 13G


CUSIP No.		63007X108		Page		3		of		7


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			6,821,461

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			6,821,461

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	6,821,461

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):

	6.8%⁽¹⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


(1)		Based on a total of 99,746,440 shares outstanding on October 21, 2005, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on October 28, 2005, for the quarterly period ended September 30, 2005.


	CUSIP No. 63007X108						Page 4 of 7


Item 1(a)		Name of Issuer:

		Nano-Proprietary, Inc.

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

		3006 Longhorn Blvd., Suite 107 Austin, Texas 78758

Item 2(a)		Name of Person Filing:

		The Pinnacle 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:

		63007X108


Item 3	Status of Person 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);


	CUSIP No. 63007X108						Page 5 of 7


	(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”) 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. As of February 6, 2006, Pinnacle was the beneficial owner of 6,416,893 shares of common stock of Nano-Proprietary, Inc. (“Common Stock”). As of February 6, 2006, Mr. Kitt was the direct beneficial owner of 398,068 shares of Common Stock, and Mr. Kitt’s children were the beneficial owners of an aggregate of 6,500 shares of Common Stock.

			Mr. Kitt may be deemed to be the beneficial owner of the shares of Common Stock held by Pinnacle and his children. Mr. Kitt expressly disclaims beneficial ownership of all shares of Common Stock held by Pinnacle and his children.

	(b)		Percent of Class:

			See Item 11 of each cover page.

	(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.


	CUSIP No. 63007X108						Page 6 of 7

	(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 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. 63007X108						Page 7 of 7

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


	/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. and Barry M. Kitt.

EX-99.1 2 d32821iexv99w1.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 Nano-Proprietary, 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


	/s/ Barry M. Kitt
	Barry M. Kitt