-----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, LllznUaW3Z3483pLriR5ErzdcnkP66x5klOnmEM1sHhh6eO5/cXRed5bIn053/Xo oCXzSRyJctVGGsjjrk5KpA== 0001104659-04-038183.txt : 20041202 0001104659-04-038183.hdr.sgml : 20041202 20041202154429 ACCESSION NUMBER: 0001104659-04-038183 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041202 DATE AS OF CHANGE: 20041202 GROUP MEMBERS: S2 PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAKEMUSIC INC CENTRAL INDEX KEY: 0000920707 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411716250 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50055 FILM NUMBER: 041180669 BUSINESS ADDRESS: STREET 1: 6210 BURY DRIVE CITY: EDEN PRAIRIE STATE: MN ZIP: 55346 BUSINESS PHONE: 9529379611 MAIL ADDRESS: STREET 1: 6210 BURY DRIVE CITY: EDEN PRAIRIE STATE: MN ZIP: 55346 FORMER COMPANY: FORMER CONFORMED NAME: NET4MUSIC INC DATE OF NAME CHANGE: 20001113 FORMER COMPANY: FORMER CONFORMED NAME: CODA MUSIC TECHNOLOGY INC DATE OF NAME CHANGE: 19950531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WALRUS PARTNERS LLC CENTRAL INDEX KEY: 0001265773 IRS NUMBER: 411863369 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 520 COLONIAL DR CITY: GOLDEN VALLEY STATE: MN ZIP: 55416 BUSINESS PHONE: 7635957074 MAIL ADDRESS: STREET 1: 8014 OLSON MEMORIAL STREET 2: STE 232 CITY: GOLDEN VALLEY STATE: MN ZIP: 55427 SC 13G 1 a04-14340_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

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

 

MakeMusic! Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

6411E 10 1

(CUSIP Number)

 

October 25, 2004

(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)

ý

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.  64111E 10 1

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Walrus Partners, L.L.C.

41-1863369

 

 

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
Minnesota

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
306,116

 

6.

Shared Voting Power 
0

 

7.

Sole Dispositive Power 
306,116

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
306,116

 

 

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)
9.1%

 

 

12.

Type of Reporting Person (See Instructions)
IA

 

 

2


 

CUSIP No.  64111E 10 1

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S2 Partners, L.P.

41-1867685

 

 

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
Minnesota

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
306,116

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
306,116

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
306,116

 

 

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)
9.1%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

3


 

Item 1.

 

(a)

Name of Issuer
The name of the issuer is MakeMusic! Inc.

 

(b)

Address of Issuer's Principal Executive Offices
The address of the principal executive offices of the Issuer is:

6210 Bury Drive

Eden Prairie, Minnesota 55346

 

 

Item 2.

 

(a)

Name of Person Filing
This statement is being filed by Walrus Partners, L.L.C., a Minnesota limited liability company (“Walrus Partners”), individually and as the sole general partner of S2 Partners, L.P., a Minnesota limited partnership (“S2 Partners”).  Walrus Partners is an investment advisor registered with the State of Minnesota.  S2 Partners was established to operate as a private investment partnership.

 

(b)

Address of Principal Business Office or, if none, Residence
The principal address of Walrus Partners and S2 Partners is:

8014 Olson Memorial, #232

Golden Valley, MN  55427

 

(c)

Citizenship
Minnesota

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
64111E 10 1

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

4


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

Amount beneficially owned:  S2 Partners holds 306,116 shares of common stock of MakeMusic! Inc.  The investment advisor and sole general partner of S2 Partners is Walrus Partners, which may be deemed to be the beneficial owner of the 306,116 shares of common stock held by S2 Partners

 

(b)

Percent of class:   

Percent of Class:  9.1% based upon 3,381,321 shares outstanding as of October 20, 2004 as reported in the MakeMusic! Inc. Quarterly Report on Form 10-QSB for the quarter ended September 30, 2004.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

306,116

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

306,116

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

 

 

 

 

 

Number of shares as to which S2 Partners has

 

 

(v)

Sole power to vote or to direct the vote   

0

 

 

(vi)

Shared power to vote or to direct the vote    

306,116

 

 

(vii)

Sole power to dispose or to direct the disposition of   

0

 

 

(viii)

Shared power to dispose or to direct the disposition of   

306,116

 

 

 

 

 

 

Walrus Partners has voting and investment power over the shares of the issuer held by S2 Partners

 

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Walrus Partners is an investment adviser registered with the State of Minnesota.  Walrus Partners is the investment adviser and general partner of S2 Partners and as such, Walrus Partners may be deemed to possess sole voting and dispositive power over the 306,116 shares of MakeMusic! Inc. held by S2 Partners and reported in this Schedule 13G.

 

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 acquired and are held in the ordinary course of business and 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


 

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.

 

 

WALRUS PARTNERS, L.L.C.

 

 

 

December 2, 2004

 

Date

 


/s/ R. Russell Last

 

Signature

 


Russell Last/President

 

Name/Title

 

 

 

S2 PARTNERS, L.P.

 

 

 

December 2, 2004

 

Date

 


/s/ R. Russell Last

 

Signature

 


Russell Last/President

 

Name/Title

 

 

6

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