-----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, STdo3DoX+h8Xw3N3F9jv0ug5aCEaRF40ttK9ZydA/jsob4ALevHZWfeu9ClMJuCm 9u9fNbpfyOeVM7my5XrPDg== 0000906344-08-000123.txt : 20080212 0000906344-08-000123.hdr.sgml : 20080212 20080212123426 ACCESSION NUMBER: 0000906344-08-000123 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080212 DATE AS OF CHANGE: 20080212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATURAL GAS SERVICES GROUP INC CENTRAL INDEX KEY: 0001084991 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 752811855 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78868 FILM NUMBER: 08596790 BUSINESS ADDRESS: STREET 1: 2911 SCR 1260 CITY: MIDLAND STATE: TX ZIP: 79706 BUSINESS PHONE: 9155633974 MAIL ADDRESS: STREET 1: 2911 SCR 1260 CITY: MIDLAND STATE: TX ZIP: 79706 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTCLIFF CAPITAL MANAGEMENT LLC/CA CENTRAL INDEX KEY: 0001057396 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 7TH AVE SUITE 105 CITY: SANTA CRUZ STATE: CA ZIP: 95062 BUSINESS PHONE: 4084770422 MAIL ADDRESS: STREET 1: 200 SEVENTH AVE STREET 2: SUITE 105 CITY: SANTA CRUZ STATE: CA ZIP: 95602 SC 13G/A 1 natgasservgroup13ga-1.htm SCHEDULE 13G/A 02-12-08 natgasservgroup13ga-1.htm
 
 
 



 

 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1*)
 
NATURAL GAS SERVICES GROUP, INC.
(Name of Issuer)
 
Common Stock, $.01 par value per share
(Title of Class of Securities)
 
63886Q109
(CUSIP Number)
 
 
December 31, 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:
 
T         Rule 13d-1(b)
 
£         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 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).
 

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1.
 
Names of Reporting Persons.
 
IRS Identification No. of Above Person
Westcliff Capital Management, LLC
 
77-0435868
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)         £
(b)         £
3.
 
SEC Use Only
4.
 
Citizenship or Place of Organization
California
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5.
 
Sole Voting Power
0
6.
 
Shared Voting Power
372,676
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
372,676
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
372,676
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
£
11.
 
Percent of Class Represented by Amount in Row (9)
3.1%
12.
 
Type of Reporting Person (See Instructions)
IA


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1.
 
Names of Reporting Persons.
 
IRS Identification No. of Above Person
Richard S. Spencer III
 
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)         £
(b)         £
3.
 
SEC Use Only
4.
 
Citizenship or Place of Organization
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5.
 
Sole Voting Power
0
6.
 
Shared Voting Power
372,676
7.
 
Sole Dispositive Power
0
8.
 
Shared Dispositive Power
372,676
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
372,676
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
£
11.
 
Percent of Class Represented by Amount in Row (9)
3.1%
12.
 
Type of Reporting Person (See Instructions)
HC, IN


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Item 1(a).
Name of Issuer:
 
Natural Gas Services Group, Inc.
 
Item 1(b).
Address of Issuer’s Principal Executive Office:
 
2911 SCR 1260, Midland, Texas 79706
 
Item 2(a).
Name of Person Filing:
 
Westcliff Capital Management, LLC (“Westcliff LLC”) and Richard S. Spencer III (“Spencer”, and collectively, the “Filers”).
 
Westcliff LLC and Spencer disclaim beneficial ownership of the Stock (as defined below) except to the extent of their respective pecuniary interests therein.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
200 Seventh Avenue, Suite 105, Santa Cruz, CA  95062
 
Item 2(c).
Citizenship:
 
See Item 4 of the cover page for each Filer.
 
Item 2(d).
Title of Class of Securities:
 
This Statement relates to the shares of common stock of the Issuer (the “Stock”).
 
Item 2(e).
CUSIP Number:
 
63886Q109
 
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)
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 of 1940 (15 U.S.C 80a-8).
 

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T
(e)
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
 
£
(f)
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
 
T
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
 
£
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
£
(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 §240.13d-1(b)(1)(ii)(J).
 
Item 4.
Ownership:
 
See Items 5-9 and 11 of the cover page for each Filer.
 
Westcliff LLC, as investment manager of various client accounts, and Spencer, as Westcliff LLC’s manager and majority owner, may be deemed to beneficially own the Stock owned by such accounts, in that they may be deemed to have the power to direct the voting or disposition of that Stock.  Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that Westcliff LLC or Spencer is, for any purpose, the beneficial owner of any Stock to which this Schedule relates, and each of Westcliff LLC and Spencer disclaims beneficial ownership as to that Stock, except to the extent of his or its pecuniary interests therein.  Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of the other individual officers and members of Westcliff LLC is, for any purpose, the beneficial owner of any of the Stock to which this Schedule relates, and such beneficial ownership is expressly disclaimed.
 
The calculation of percentage of beneficial ownership in item 11 of pages 2 and 3 was derived from the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2007 in which the Issuer stated that the number of shares of its common stock outstanding at October 31, 2007 was 12,081,334 shares.
 

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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 of securities, check the following   X  .
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
 
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, each of the signatories certifies that, to the best of its 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.
 

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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.
 
Dated:  February 11, 2008
WESTCLIFF CAPITAL MANAGEMENT, LLC
 
 
By:      /s/ Richard S. Spencer III
Richard S. Spencer III
Manager
 
 
 
RICHARD S. SPENCER III
 
 
/s/ Richard S. Spencer III                                                                           
Richard S. Spencer III


 
EXHIBITS LIST
 
Exhibit A                           Joint Filing Undertaking                                                       Page 8
 


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EXHIBIT A
 
JOINT FILING UNDERTAKING
 
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.
 
Dated:  February 11, 2008
WESTCLIFF CAPITAL MANAGEMENT, LLC
 
 
By:      /s/ Richard S. Spencer III
Richard S. Spencer III
Manager
 
 
 
RICHARD S. SPENCER III
 
 
/s/ Richard S. Spencer III                                                                           
Richard S. Spencer III

 

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