-----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, LiW9Yn7C9wKcJ2njt+SAl1ZcnJBM0e0cOnrJDTRiUVDzHz6R93IfspFI4+eiw67Z W4GJ+py7OX+WT2wuR2+oRQ== 0000890163-08-000216.txt : 20080409 0000890163-08-000216.hdr.sgml : 20080409 20080409172153 ACCESSION NUMBER: 0000890163-08-000216 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080409 DATE AS OF CHANGE: 20080409 GROUP MEMBERS: PAUL J. SOLIT GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT INC. GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rand Logistics, Inc. CENTRAL INDEX KEY: 0001294250 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 201195343 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80134 FILM NUMBER: 08748331 BUSINESS ADDRESS: STREET 1: 461 PARK AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: 461 PARK AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Rand Acquisition CORP DATE OF NAME CHANGE: 20040618 FORMER COMPANY: FORMER CONFORMED NAME: Grand Slam Acquisition CORP DATE OF NAME CHANGE: 20040617 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POTOMAC CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001233369 IRS NUMBER: 133984298 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125215115 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 s11-8324_13ga.txt SCHEDULE 13G/A SEC 1745 Potential persons who are to respond to the collection of (02-02) information contained in this form are not required to respond unless the form displays a currently valid OMB control number. UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.C. 20549 Expires: December 31, 2005 SCHEDULE 13G/A Estimated average (Rule 13d-102) burden hours per response. . 11 Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 RAND LOGISTICS, INC. (Name of Issuer) Common Stock, Par Value $0.0001 (Title of Class of Securities) 752182105 (CUSIP Number) April 2, 2008 (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 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. 752182105 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Potomac Capital Management LLC 13-3984298 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 Limited Liability Company formed under the laws of the State of New York Number of 5. Sole Voting Power Shares 0 Beneficially Owned by 6. Shared Voting Power Each 0 Reporting Person With 7. Sole Dispositive Power 0 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0. Please see footnote (1) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 0 12. Type of Reporting Person (See Instructions) HC; OO (Limited Liability Corporation) - ----------- (1) On April 2, 2008, Potomac Capital Partners LP sold 525,200 shares of common stock of Rand Logistics, Inc. Potomac Capital Management LLC is the General Partner of Potomac Capital Partners LP. 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Potomac Capital Management Inc. 13-3984786 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 Corporation formed under the laws of the State of New York Number of 5. Sole Voting Power Shares 0 Beneficially Owned by 6. Shared Voting Power Each 0 Reporting Person With 7. Sole Dispositive Power 0 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0. Please see footnote (2) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 0 12. Type of Reporting Person (See Instructions) HC; CO 3 - ------------- (2) On March 31, 2008, Potomac Capital International Ltd. sold 2,100 shares of Rand Logistics, Inc. (the "Corporation"). Subsequently on April 2, 2008 Potomac Capital International Ltd. sold 322,000 shares and Pleiades Investment Partners-R LP sold 326,400 shares of common stock of the Corporation. Potomac Capital Management Inc. is the Investment Advisor of Potomac Capital International Ltd. and Pleiades Investment Partners-R LP 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Paul J. Solit 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 U.S. Citizen Number of 5. Sole Voting Power Shares Beneficially 6. Shared Voting Power Owned by 0 Each Reporting 7. Sole Dispositive Power Person With 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 0 12. Type of Reporting Person (See Instructions) IN; HC 4 Item 1. (a) Name of Issuer Rand Logistics, Inc. (b) Address of Issuer's Principal Executive Offices 461 Fifth Ave., 25th Floor, New York, NY 10017 Item 2. (a) Name of Person Filing This statement is being filed by (i) Potomac Capital Management LLC; (ii) Potomac Capital Management Inc.; and (iii) Paul J. Solit (b) Address of Principal Business Office or, if none, Residence (i), (ii), and (iii) 825 Third Avenue, 33rd Floor New York, NY 10022 (c) Citizenship (i) New York (ii) New York (iii) U.S. (d) Title of Class of Securities Common Stock (e) CUSIP Number 752182105 Item 3. Not Applicable 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. POTOMAC CAPITAL MANAGEMENT LLC (a) Amount beneficially owned: 0 (b) Percent of class: 0 (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 0 POTOMAC CAPITAL MANAGEMENT INC. (a) Amount beneficially owned: 0 (b) Percent of class: 0 (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 0 PAUL J. SOLIT (a) Amount beneficially owned: 0 (b) Percent of class: 0 (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 0 (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 Persons have 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 or Control Person See Exhibit A attached hereto. 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 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. Signature After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated this 9th day of April, 2008 POTOMAC CAPITAL MANAGEMENT LLC By: /s/ Paul J. Solit Paul J. Solit, Managing Member POTOMAC CAPITAL MANAGEMENT INC. By: /s/ Paul J. Solit Paul J. Solit, President PAUL J. SOLIT By: /s/ Paul J. Solit Paul J. Solit EXHIBIT INDEX The following exhibits are filed with this report on Schedule 13G: Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G Exhibit B Joint Filing Agreement dated April 9, 2008 among Potomac Capital Management LLC, Potomac Capital Management, Inc. and Paul J. Solit EX-99 2 s11-8324_ex99a.txt EXHIBIT 99A Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G/A. (1) Potomac Capital Partners LP, a private investment partnership formed under the laws of State of Delaware. Potomac Capital Management LLC is the General Partner of Potomac Capital Partners LP. Mr. Paul J. Solit is the Managing Member of Potomac Capital Managment LLC. (2) Potomac Capital International Ltd., an international business company formed under the laws of the British Virgin Islands. Potomac Capital Management Inc. is the Investment Manager of Potomac Capital International Ltd. Paul J. Solit is the President and sole owner of Potomac Capital Management Inc., and a Director of Potomac Capital International Ltd. (3) Pleiades Investment Partners-R, LP, a private investment partnership formed under the laws of the State of Delaware. Potomac Capital Management Inc. is the Investment Manager of a managed account of Pleiades Investment Partners-R, LP. Paul J. Solit is the President and sole owner of Potomac Capital Management Inc. EX-99 3 s11-8324_ex99b.txt EXHIBIT 99B Exhibit B JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G/A, dated April 9, 2008 with respect to the shares of Common Stock of Inphonic, Inc. and any further amendments thereto executed by each and any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated: April 9, 2008 POTOMAC CAPITAL MANAGEMENT LLC By: /s/ Paul J. Solit Paul J. Solit, Managing Member POTOMAC CAPITAL MANAGEMENT INC. By: /s/ Paul J. Solit Paul J. Solit, President PAUL J. SOLIT By: /s/ Paul J. Solit Paul J. Solit -----END PRIVACY-ENHANCED MESSAGE-----