sc13g

0000950134-07-014629.txt : 20070703 0000950134-07-014629.hdr.sgml : 20070703 20070703132518 ACCESSION NUMBER: 0000950134-07-014629 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070703 DATE AS OF CHANGE: 20070703 GROUP MEMBERS: LAFITTE CAPITAL MANAGEMENT LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEY TECHNOLOGY INC CENTRAL INDEX KEY: 0000906193 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 930822509 STATE OF INCORPORATION: OR FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48007 FILM NUMBER: 07959307 BUSINESS ADDRESS: STREET 1: 150 AVERY ST CITY: WALLA WALLA STATE: WA ZIP: 99362 BUSINESS PHONE: 5095292161 MAIL ADDRESS: STREET 1: 150 AVERY STREET CITY: WALLA WALLA STATE: WA ZIP: 99362 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lafitte Capital, LLC CENTRAL INDEX KEY: 0001405556 IRS NUMBER: 205685104 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 701 BRAZOS STREET STREET 2: SUITE 375 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512.478.1271 MAIL ADDRESS: STREET 1: 701 BRAZOS STREET STREET 2: SUITE 375 CITY: AUSTIN STATE: TX ZIP: 78701 SC 13G 1 d47945asc13g.htm SCHEUDLE 13G sc13g


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...10.4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

Key Technology, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

493143101

(CUSIP Number)

June 19, 2007

(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).


CUSIP No.		493143101


1	NAMES OF REPORTING PERSONS: Lafitte Capital Management LP

	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) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			289,671

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			289,671

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	289,671

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):

	5.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		493143101


1	NAMES OF REPORTING PERSONS: Lafitte Capital, LLC

	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) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			289,671

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			289,671

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	289,671

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):

	5.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Lafitte Capital Management LP, a Texas limited Partnership (“Lafitte”) and Lafitte Capital, LLC., a Texas limited liability company (“Lafitte Capital”), relating to common stock, par value $0.0001 (the “Common Stock”) of Key Technology, Inc., an Oregon corporation (the “Issuer”), purchased by Lafitte for the account of Lafitte Fund I Master Fund, L.P. (the “Master Fund”).


Item 1(a)		Name of Issuer.

		Key Technology, Inc.

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

		150 Avery Street
		Walla Walla, Washington 99362

Item 2(a)		Name of Person Filing.
Item 2(b)		Address of Principal Business Office.
Item 2(c)		Place of Organization.

		Lafitte Capital Management LP
		701 Brazos, Suite 375
		Austin, Texas 78701
		A Texas Limited Partnership

		Lafitte Capital, LLC
		701 Brazos, Suite 375
		Austin, Texas 78701
		A Texas Limited Liability Company

Lafitte is the investment manager for Master Fund and has been granted investment discretion over portfolio investments, including the Common Stock (as defined below), held by the Master Fund.


Item 2(d)		Title of Class of Securities.

		common stock, no par value (the “Common Stock”)

Item 2(e)		CUSIP Number.

		493143101

Item 3		Reporting Person.

		The person filing is not listed in Items 3(a) through 3(j).


Item 4		Ownership.

	(a)		Lafitte and Lafitte Capital are the beneficial owners of 289,671 shares of Common Stock. Lafitte may be deemed to beneficially own the shares of Common Stock held by the Master Fund as a result of being the investment manager of the Master Fund. Lafitte Capital may be deemed to beneficially own the shares of Common Stock held by Lafitte as a result of being the general partner of Lafitte.

	(b)		The Reporting Persons beneficially own 289,671 shares of Common Stock which represent 5.3% of the shares of Common Stock outstanding. These percentages are determined by dividing the number of shares of Common Stock beneficially held by 5,433,802, the number of shares of Common Stock issued and outstanding as of April 30, 2007, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 10, 2007.

	(c)		Lafitte has been granted investment discretion over the Common Stock held by the Master Fund and, therefore, may direct the vote and disposition of 289,671 shares of Common Stock.


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.

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: June 29, 2007


		LAFITTE CAPITAL, LLC

		By:		/s/ Bryant Regan

		Name:		Bryant Regan
		Title:		Manager


LAFITTE CAPITAL MANAGEMENT LP

By:	Lafitte Capital, LLC, its general partner

	By:	/s/ Bryant Regan

	Name:	Bryant Regan
	Title:	Manager

EX-99.1 2 d47945aexv99w1.htm JOINT FILING AGREEMENT exv99w1

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 shares of Common Stock of Key Technology, Inc., an Oregon corporation, 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 June 29, 2007.


		LAFITTE CAPITAL, LLC

		By:		/s/ Bryant Regan

		Name:		Bryant Regan
		Title:		Manager


LAFITTE CAPITAL MANAGEMENT LP

By:	Lafitte Capital, LLC, its general partner

	By:	/s/ Bryant Regan

	Name:	Bryant Regan
	Title:	Manager