United States Securities and Exchange Commission EDGAR Filing

-----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, P49j1SMG5k7vKrvfhPsMNLtJwL5bACgcPmnqvWzHdCQdq7v467JVNkvtyZzGQDyZ PqPU/9N7bFLuduZmd6TAbQ== 0001116502-07-001376.txt : 20070723 0001116502-07-001376.hdr.sgml : 20070723 20070723121411 ACCESSION NUMBER: 0001116502-07-001376 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070723 DATE AS OF CHANGE: 20070723 GROUP MEMBERS: BRYANT R. RILEY GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT LLC GROUP MEMBERS: RILEY INVESTMENT PARTNERS MASTER FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESS TECHNOLOGY INC CENTRAL INDEX KEY: 0000907410 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942928582 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48361 FILM NUMBER: 07993121 BUSINESS ADDRESS: STREET 1: 48401 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104921088 MAIL ADDRESS: STREET 1: 48401 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Riley Investment Partners Master Fund, L.P. CENTRAL INDEX KEY: 0001385084 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D/A 1 esstsc13da.htm SC 13D/A United States Securities and Exchange Commission EDGAR Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-2-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 4)¹

ESS Technology, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

269151106

(CUSIP Number)

Riley Investment Management LLC

Attn: Bryant R. Riley

11100 Santa Monica Blvd.

Suite 810

Los Angeles, CA 90025

(310) 966-1445

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 23, 2007

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

———————

¹The 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. 269151106	13D	Page 2


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Riley Investment Partners Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES		7	SOLE VOTING POWER 1,558,642
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER -0-
EACH REPORTING		9	SOLE DISPOSITIVE POWER 1,558,642
PERSON WITH		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,558,642
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4%¹
14	TYPE OF REPORTING PERSON* PN

———————

Based on 35,531,323 shares of common stock of ESS Technology, Inc. (the “Issuer”) outstanding at May 3, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 filed with the Securities and Exchange Commission on May 10, 2007.


CUSIP No. 269151106	13D	Page 3


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Riley Investment Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 1,558,642¹
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 586,147²
EACH REPORTING		9	SOLE DISPOSITIVE POWER 1,558,642¹
PERSON WITH		10	SHARED DISPOSITIVE POWER 586,147²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,630,849²
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%³
14	TYPE OF REPORTING PERSON* IA

———————

Because Riley Investment Management LLC has sole investment and voting power over 1,558,642 shares of Common Stock held by Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.

Riley Investment Management LLC has shared voting and dispositive power over 586,147 shares of Common Stock held by its investment advisory clients, 72,207 of which are held by an investment advisory account indirectly affiliated with Bryant Riley. However, Riley Investment Management LLC disclaims beneficial ownership of the non-affiliated shares.


CUSIP No. 269151106	13D	Page 4


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Bryant R. Riley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 1,558,642¹
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 586,147²
EACH REPORTING		9	SOLE DISPOSITIVE POWER 1,558,642¹
PERSON WITH		10	SHARED DISPOSITIVE POWER 586,147²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,630,849²
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%³
14	TYPE OF REPORTING PERSON* IN

———————

Because Riley Investment Management LLC has sole voting and investment power over Riley Investment Partners Master Fund, L.P.’s security holdings and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, each of Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC, and Mr. Riley may be deemed to have beneficial ownership of the 1,558,642 shares of Common Stock held by Riley Investment Partners Master Fund, L.P.

Riley Investment Management LLC has shared voting and dispositive power over 586,147 shares of Common Stock held by its investment advisory clients, 72,207 of which are held by an investment advisory account indirectly affiliated with Bryant Riley. Although Mr. Riley controls Riley Investment Management LLC’s voting and investment decisions for its investment advisory clients, Mr. Riley disclaims beneficial ownership of the non-affiliated shares.


CUSIP No. 269151106	13D	Page 5


CUSIP No. 269151106	13D	Page 6

Item 4. Interest in Securities of the Issuer

Item 4 as previously filed is amended to add the following information:

On July 23, 2007, RIP sent a letter to the Issuer nominating Bryant Riley, Mel Keating, Michael Gullard and Robert D’Agostino for election to the Issuer’s Board of Directors at the Issuer’s 2007 annual meeting. The foregoing description of the letter is qualified in its entirety by reference to the letter attached as Exhibit A.

Each of the nominees have agreed to be nominated to the board and to serve if elected. The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by the nominees, other than those held by Mr. Riley.

The taking of the actions proposed by the Reporting Persons at the annual meeting of Issuer’s stockholders described above would result in a change in the Issuer’s present board of directors and management.

Item 5.

Interest in Securities of the Issuer

See Item 4.

5(c) Since the Reporting Persons’ last filing, no transactions in Common Stock have been effected.

Item 7.

Material to be filed as Exhibits

Exhibit A

Letter, dated July 23, 2007, to the Issuer nominating directors for election at the annual meeting of stockholders.


CUSIP No. 269151106	13D	Page 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: July 23, 2007


		Riley Investment Partners Master Fund, L.P.
			By: Riley Investment Management LLC, its General
			Partner
		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Managing Member


		Riley Investment Management LLC


		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Managing Member


		By:	/s/ Bryant R. Riley
			Bryant R. Riley

EX-99.A 2 exhibita.htm LETTER United States Securities and Exchange Commission EDGAR Filing

EXHIBIT A

Riley Investment Partners Master Fund, L.P.

c/o Riley Investment Management LLC

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

July 23, 2007

VIA DHL, REGISTERED MAIL AND FACSIMILE

ESS Technology, Inc.

48401 Fremont Blvd.

Fremont, CA 94538

Attention: Secretary and President

Dear Sirs or Madams:

Riley Investment Partners Master Fund, L.P. (“RIP”) is a holder of 1,558,642 shares of common stock, no par value (“Common Stock”), of ESS Technology, Inc. (the “Company”), 1,000 of which are held of record. RIP’s share ownership is evidenced by a copy of a share certificate and a position report attached hereto.

RIP hereby notifies you of its proposal to nominate Bryant Riley, Mel Keating, Michael Gullard and Robert D’Agostino (each a “Nominee”, and collectively the “Nominees”) for election to the Company’s Board of Directors at the Company’s 2007 annual meeting (including any postponements or adjournments thereof, the “Annual Meeting”).

In its proxy statement for the annual meeting of shareholders held December 18, 2006, the Company stated that submission of shareholder proposals for discretionary voting must be given no later than the close of business of September 27, 2007. We believe there are no other requirements for the submission of shareholder proposals set forth in such proxy statement or the Company’s by-laws. This letter (this “Notice”) shall serve to satisfy any notice requirements as to the above-described nominations.

Each of the Nominees has consented to serve as a director of the Company if elected. RIP has no reason to believe that any of the Nominees will be disqualified or unwilling or unable to serve if elected. If any individual Nominee shall be unable to serve, this Notice shall continue to be effective with respect to the remaining Nominees and as to any replacement Nominee selected by RIP. RIP reserves the right to nominate substitute persons to the Board of Directors if the Company makes or announces any changes to its By-laws, or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any of the Nominees. To the extent that the size of the Board of Directors is increased above five, then RIP reserves the right to nominate additional nominees to be elected to the Company’s Board of Directors at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are

without prejudice to the position that any attempt to increase the size of the current Board of Directors constitutes an unlawful manipulation of the Company’s corporate machinery.

RIP is reserving the right, consistent with the requirements of applicable law, to submit additional proposals, fewer proposals or different proposals at the Annual Meeting. If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to any individual nominee to the Board of Directors shall be unable to serve, this Notice shall continue to be effective with respect to the remaining proposals, the remaining nominees and as to any replacement nominee.


	Sincerely,

	Riley Investment Partners Master Fund, L.P.
	By:	Riley Investment Management LLC, its General Partner


	By:	/s/ Bryant Riley
		Name: Bryant Riley
		Title: Managing Member

Attachments

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