-----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, IuWnSHkOn2RZlGmm3WeHUwhdBlFUJQ7E8Esc9nynMBi4n0EdpuLl31pT8iRsultp 9t59JYAMhtHhbsPafoLX1w== 0001169232-02-002526.txt : 20021107 0001169232-02-002526.hdr.sgml : 20021107 20021106205439 ACCESSION NUMBER: 0001169232-02-002526 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021107 GROUP MEMBERS: JDS CAPITAL, L.P. GROUP MEMBERS: JOSEPH D. SAMBERG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TTR TECHNOLOGIES INC CENTRAL INDEX KEY: 0000933955 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 113223672 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58629 FILM NUMBER: 02811762 BUSINESS ADDRESS: STREET 1: 1841 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10023 BUSINESS PHONE: 0119799766 MAIL ADDRESS: STREET 1: 2 HANAGER STREET CITY: KFAR SASBA ISRAEL STATE: L3 FORMER COMPANY: FORMER CONFORMED NAME: TTR INC DATE OF NAME CHANGE: 19960906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JDS CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001097562 IRS NUMBER: 133918633 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128339921 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 d52422_sc13da.txt AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-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. 2)* TTR TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 87305 U102 (CUSIP Number) Eric Roth, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Chrysler Center 666 Third Avenue New York, New York 10017 (212) 935-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 5, 2002 (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 that 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 ss. 240.13d-7(b) for other parties to whom copies are to be sent. *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 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. 87305U102 13D - ------------------- ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS JDS Capital, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) 13-4189233 ________________________________________________________________________________ 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 State of Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER _________________________________________________________________ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,973,100 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH _________________________________________________________________ 10 SHARED DISPOSITIVE POWER 2,973,100 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,973,100 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.65% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON PN ________________________________________________________________________________ Page 2 of 8 pages - ------------------- CUSIP No. 87305U102 13D - ------------------- ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS JDS Capital Management, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) 13-3918633 ________________________________________________________________________________ 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 State of Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER _________________________________________________________________ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,973,100 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH _________________________________________________________________ 10 SHARED DISPOSITIVE POWER 2,973,100 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,973,100 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.65% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON OO ________________________________________________________________________________ Page 3 of 8 pages - ------------------- CUSIP No. 87305U102 13D - ------------------- ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS Joseph D. Samberg I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) ________________________________________________________________________________ 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 United States of America ________________________________________________________________________________ 7 SOLE VOTING POWER _________________________________________________________________ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,973,100 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH _________________________________________________________________ 10 SHARED DISPOSITIVE POWER 2,973,100 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,973,100 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.65% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON IN ________________________________________________________________________________ Page 4 of 8 pages Item 1. Security and Issuer This Amendment No. 2 to Schedule 13D (the "Amendment No. 2") relates to the common stock, $.001 par value per share (the "Common Stock"), of TTR Technologies, Inc., a Delaware corporation, the principal executive offices of which are located at 2 HaNagar Street, Kfar Saba, Israel. The Reporting Persons (as defined below) hereby amend their statement on Schedule 13D relating to the shares of Common Stock as set forth below. The Schedule 13D filed by the Reporting Persons (as defined below) and certain other parties on April 30, 2002, as previously amended (the "Schedule 13D") is hereby amended to furnish the additional information set forth herein. Item 2. Identity and Background The first paragraph of Item 2 of the Schedule 13D is hereby amended and restated as follows: This statement is being filed jointly by JDS Capital, L.P., JDS Capital Management, LLC, and Joseph D. Samberg (collectively, "the Reporting Persons"). Item 2 of the Schedule 13D is hereby further amended to add the following information: On November 6, 2002, Dimensional Partners, Ltd., a party previously identified as part of the filing group with respect to the Common Stock, transferred 1,388,310 shares of Common Stock to JDS Capital, L.P. for a consideration per share of $0.22. This transfer did not affect the aggregate ultimate beneficial ownership of the Reporting Persons. As a result of the transfer of Common Stock by Dimensional Partners, Ltd. to JDS Capital, L.P., Dimensional Partners, Ltd. ceased to own any shares of Common Stock, and therefore Dimensional Partners, Ltd. and JDS Capital Management, Inc., its investment manager and sub-advisor (and a party previously identified as part of the filing group with respect to the Common Stock), are no longer part of the filing group with respect to the Common Stock. Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price of the 334,100 shares of Common Stock purchased by the Reporting Persons on the open market and not previously reported on a Schedule 13D by the Reporting Persons was $73,561.80. The aggregate consideration for the 1,388,310 shares of Common Stock transferred to the Reporting Persons by Dimensional Partners, Ltd. and not previously reported on a Schedule 13D by the Reporting Persons was $305,428.20. The source of funding for the purchase of these shares of Common Stock was general working capital of the Reporting Persons. Item 4. Purpose of Transaction All of the shares of Common Stock reported herein were acquired for investment purposes. The Reporting Persons may acquire additional shares of Common Stock in the future and such acquisitions may be made in open market purchases, privately negotiated Page 5 of 8 pages transactions, by tender offer or otherwise, subject to availability of the shares of Common Stock at prices which they deem favorable. The Reporting Persons have made no final determination with respect to any specific course of action at the present time. Item 5. Interest in Securities of the Issuer (a) and (b) As of the date hereof, JDS Capital, L.P., JDS Capital Management, LLC (as the general partner of JDS Capital, L.P.) and Joseph D. Samberg (as the managing member of JDS Capital Management, LLC) are deemed to beneficially own an aggregate of 2,973,100 shares of Common Stock, representing approximately 16.65% of the 17,858,867 shares of Common Stock stated to be outstanding by the Issuer in its Form 10-Q filed August 14, 2002 (the "Form 10-Q"). JDS Capital, L.P. is deemed to be the direct beneficial owner, and JDS Capital Management, LLC and Joseph D. Samberg are deemed to be the indirect beneficial owners of the 2,973,100 shares of Common Stock. JDS Capital Management, LLC and Joseph D. Samberg disclaim beneficial ownership of the shares of Common Stock directly beneficially owned by JDS Capital, L.P. (except for the indirect interest of JDS Capital Management, LLC by virtue of being the general partner of JDS Capital, L.P. and the indirect interest of Joseph D. Samberg by virtue of being the managing member of JDS Capital Management, LLC and by Joseph D. Samberg's ownership of approximately 33% of the limited partnership interests of JDS Capital, L.P.). JDS Capital, L.P., JDS Capital Management, LLC and Joseph D. Samberg have shared power to direct the vote and shared power to direct the disposition of these shares of Common Stock. As of the date hereof, Dimensional Partners, Ltd., JDS Capital Management, Inc. (as the investment manager and sub-advisor of Dimensional Partners, Ltd.) and Joseph D. Samberg (as the sole stockholder of JDS Capital Management, Inc.) are deemed to beneficially own an aggregate of 2,973,100 shares of Common Stock, representing approximately 16.65% of the number of shares of Common Stock stated to be outstanding by the Issuer in the Form 10-Q. Dimensional Partners, Ltd. is deemed to be the direct beneficial owner, and JDS Capital Management, Inc. and Joseph D. Samberg are deemed to be the indirect beneficial owners of the 2,973,100 shares of Common Stock. JDS Capital Management, Inc. and Joseph D. Samberg disclaim beneficial ownership of the shares of Common Stock directly beneficially owned by Dimensional Partners, Ltd. (except for the indirect interest of JDS Capital Management, Inc. by virtue of being the investment manager and sub-advisor of Dimensional Partners, Ltd. and the indirect interest of Joseph D. Samberg by virtue of being the sole stockholder of JDS Capital Management, Inc.). Dimensional Partners, Ltd., JDS Capital Management, Inc. and Joseph D. Samberg have shared power to direct the vote and shared power to direct the disposition of these shares of Common Stock. The 2,973,100 shares of Common Stock of which Joseph D. Samberg is deemed to be the indirect beneficial owner represent approximately 16.65% of the outstanding shares of Common Stock (based upon the Form 10-Q). (c) The following table sets forth all transactions with respect to the shares of Page 6 of 8 pages Common Stock effected since the most recent filing on Schedule 13D by any of the Reporting Persons. The transactions described in items (1) and (2) below were effected in the open market. The transfer described in item (3) below was effected in a private transaction with Dimensional Partners, Ltd., a party previously identified as part of the filing group with respect to the Common Stock. NUMBER OF SHARES PRICE PER NAME DATE PURCHASED SHARE (1) JDS Capital, L.P. 11/5/02 321,100 $0.2200 (2) JDS Capital, L.P. 11/6/02 13,000 $0.2246 (3) JDS Capital, L.P. 11/6/02 1,388,310 $0.2200 Page 7 of 8 pages 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: November 6, 2002 JDS CAPITAL L.P. By: JDS Capital Management, LLC, its general partner By: /s/ Joseph D. Samberg - --------------------------------- Name: Joseph D. Samberg Title: Managing Member JDS CAPITAL MANAGEMENT, LLC By: /s/ Joseph D. Samberg - --------------------------------- Name: Joseph D. Samberg Title: Managing Member /s/ Joseph D. Samberg - --------------------------------- Joseph D. Samberg Page 8 of 8 pages -----END PRIVACY-ENHANCED MESSAGE-----