-----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, EMHfY5bxxI2sekv9VpPRZarbil8mk15b4bIXcIVX1SFvMlIrfjCWFw6hhuiO2Z/k nD/heygtOouU5rIziCQYiA== 0001116679-06-000563.txt : 20060228 0001116679-06-000563.hdr.sgml : 20060228 20060228155256 ACCESSION NUMBER: 0001116679-06-000563 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060228 DATE AS OF CHANGE: 20060228 GROUP MEMBERS: BARRINGTON INVESTORS, L.P. GROUP MEMBERS: RUSSELL B. FAUCETT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYS CENTRAL INDEX KEY: 0000096057 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 952467354 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46435 FILM NUMBER: 06650928 BUSINESS ADDRESS: STREET 1: 5050 MURPHY CANYON ROAD STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 8587155500 MAIL ADDRESS: STREET 1: 5050 MURPHY CANYON ROAD STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92123 FORMER COMPANY: FORMER CONFORMED NAME: SYSTEMS ASSOCIATES INC OF CALIFORNIA DATE OF NAME CHANGE: 19850927 FORMER COMPANY: FORMER CONFORMED NAME: SYSTEMS ASSOCIATES INC DATE OF NAME CHANGE: 19800115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Faucett Russell B CENTRAL INDEX KEY: 0001354637 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 310-264-4844 MAIL ADDRESS: STREET 1: 2001 WILSHIRE BOULEVARD STREET 2: SUITE 401 CITY: SANTA MONICA STATE: CA ZIP: 90403 SC 13G 1 sched13g-022706.txt ---------------------------------------- OMB APPROVAL ------------ OMB Number: 3235-0145 Expires: February 28, 2006 Estimated average burden hours per response 11 ---------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ____)* SYS TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, NO VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of Class Securities) 785070103 ------------------------------------ (CUSIP Number) February 14, 2006 --------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| 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 disclosure 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). Page 2 of 10 Pages - --------------------------------- CUSIP No. 785070103 - --------------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 1 Russell B. Faucett - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (A) |_| (B) |_| - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States of America - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 1,171,372 ------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,171,372 PERSON WITH ------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,171,372 - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- Page 3 of 10 Pages - --------------------------------- CUSIP No. 785070103 - --------------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 1 Barrington Investors, L.P. 95-4664502 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (A) |_| (B) |_| - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 California - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 839,205 ------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 839,205 PERSON WITH ------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 839,205 - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- Page 4 of 10 Pages Item 1. (a) Name of Issuer SYS Technologies, Inc. (b) Address of Issuer's Principal Executive Offices 5050 Murphy Canyon Road, Suite 200 San Diego, CA 92123 Item 2. (a) Name of Person Filing This statement is being filed by (i) Russell. B. Faucett and (ii) Barrington Investors, L.P., a California limited partnership (together, the "Reporting Persons"). Mr. Faucett is the general partner of two pooled investment vehicles, Barrington Investors, L.P. and Barrington Partners, a California limited partnership (together, the "Funds"). Barrington Investors, L.P. is the record owner of 839,205 shares of Common Stock and Barrington Partners, A California Limited Partnership, is the record owner of 332,167 shares of Common Stock. Mr. Faucett controls the Funds by virtue of being their general partner. Mr. Faucett's beneficial ownership of the Common Stock is directly a result of his discretionary authority to buy, sell and vote such Common Stock for the Funds. The beneficial ownership of Mr. Faucett is reported solely because Rule 13(d)-1(a) under the Securities Exchange Act of 1934, as amended, requires any person who is "directly or indirectly" the beneficial owner of more than five percent of any equity securities of a specified class to file Schedule 13G within the specified time period. The answers in blocks 5, 7, 9 and 11 above and Item 4 below by Mr. Faucett are given on the basis of the "indirect" beneficial ownership referred to in such Rule, based on the direct beneficial ownership of Common Stock by the Funds and the relationship of Mr. Faucett to the Funds referred to above. Information with respect to each Reporting Person is given solely by the respective Reporting Person, and no Reporting Person undertakes hereby responsibility for the accuracy or completeness of such information concerning any other Reporting Person. Page 5 of 10 Pages (b) Address of Principal Business office or, if None, Residence For each Reporting Person, 2001 Wilshire Boulevard, Suite 401 Santa Monica, CA 90403 (c) Citizenship Russell B. Faucett is a U.S. citizen Barrington Investors, L.P. is a California limited partnership (d) Title of Class Securities Common Stock, No Par Value Per Share (e) CUSIP Number 785070103 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (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 (15 U.S.C. 80a-8). (e) |_| An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). (f) |_| An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(ii)(F). (g) |_| A parent holding company or control person in accordance with Section 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). Page 6 of 10 Pages (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 Section 240.13d-1(b)(ii)(J). Item 4. Ownership For Russell B. Faucett, (a) Amount beneficially owned: 1,171,372. (b) Percent of class: 8.3% (c) Number of shares to which the person has: (i) Sole power to vote or to direct the vote: 1,171,372 (ii) Shared power to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,171,372 (iv) Shared power to dispose or to direct the disposition of: 0 For Barrington Investors, L.P., (a) Amount beneficially owned: 839,205 (b) Percent of class: 5.9% (c) Number of shares to which the person has: (i) Sole power to vote or to direct the vote: 839,205 (ii) Shared power to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 839,205 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following |_| Item 6. Ownership of More than Five Percent on Behalf of Another Person. Russell B. Faucett has the right or the power to direct the receipt of dividends from Common Stock, and to direct the receipt of proceeds from the sale of Common Stock to the Funds. Barrington Investors, L.P. owns more than 5% of such Common Stock. Page 7 of 10 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Russell B. Faucett is the general partner of each of the Funds. Mr. Faucett is a control person of each of the Funds and the Funds acquired the securities being reported on by Mr. Faucett. See Exhibit A. 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 or with the effect of changing or influencing the control of the issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 8 of 10 Pages SIGNATURE Date: February 28, 2006 /s/ Russell B. Faucett ----------------------------------------- Russell B. Faucett BARRINGTON INVESTORS, L.P. /s/ Russell B. Faucett ----------------------------------------- By: Russell B. Faucett Its: General Partner Page 9 of 10 Pages Exhibit A Identification of Controlled Persons 1. Barrington Investors, L.P. 2. Barrington Partners, a California limited partnership Page 10 of 10 Pages Exhibit B Joint Filing Agreement Pursuant to Rule 13d-1 This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referenced to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. Date: February 28, 2006 /s/ Russell B. Faucett ----------------------------------- Russell B. Faucett BARRINGTON INVESTORS, L.P. /s/ Russell B. Faucett ------------------------------------ By: Russell B. Faucett Its: General Partner -----END PRIVACY-ENHANCED MESSAGE-----