SC 13G 1 s113g_111209-planar.htm SCHED 13G FOR PLANAR SYSTEMS BY COSTA BRAVA PTNRSHP III

CUSIP No. 726900103

Page 1 of 8 Pages

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

 

Planar Systems, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

726900103

(CUSIP Number)

 

October 27, 2009

(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)

 

x

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. 726900103

Page 2 of 8 Pages

 

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

Costa Brava Partnership III L.P.

 

 

04-3387028

2)

Check the Appropriate Box

if a Member of a Group

(a) o

(b) o

3)

SEC Use Only

 

4)

Citizenship or Place

of Organization

A Delaware limited partnership

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5)

Sole Voting
Power

1,084,700

6)

Shared Voting
Power

 

-0-

7)

Sole Dispositive
Power

1,084,700

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

1,084,700

10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 

o

11)

Percent of Class Represented by Amount in Row (9)

5.6% *

12)

Type of Reporting Person

PN

 

* Based on 19,226,734 shares of Common Stock outstanding as of October 2, 2009, as reported in the Proxy Statement on Schedule 14A filed by the Issuer on October 16, 2009.

 

 

 


CUSIP No. 726900103

Page 3 of 8 Pages

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

Roark, Rearden & Hamot, LLC

2)

Check the Appropriate Box

if a Member of a Group

(a) o

(b) o

3)

SEC Use Only

 

4)

Citizenship or Place

of Organization

A Delaware limited liability company

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5)

Sole Voting
Power

1,084,700

6)

Shared Voting
Power

 

-0-

7)

Sole Dispositive
Power

1,084,700

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

1,084,700

10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 

o

11)

Percent of Class Represented by Amount in Row (9)

5.6% *

12)

Type of Reporting Person

OO - Other

 

* Based on 19,226,734 shares of Common Stock outstanding as of October 2, 2009, as reported in the Proxy Statement on Schedule 14A filed by the Issuer on October 16, 2009.

 

 

 


CUSIP No. 726900103

Page 4 of 8 Pages

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

Seth W. Hamot

2)

Check the Appropriate Box

if a Member of a Group

(a) o

(b) o

3)

SEC Use Only

 

4)

Citizenship or Place

of Organization

A United States citizen

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5)

Sole Voting
Power

1,084,700

6)

Shared Voting
Power

 

-0-

7)

Sole Dispositive
Power

1,084,700

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

1,084,700

10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 

o

11)

Percent of Class Represented by Amount in Row (9)

5.6% *

12)

Type of Reporting Person

IN, HC

 

* Based on 19,226,734 shares of Common Stock outstanding as of October 2, 2009, as reported in the Proxy Statement on Schedule 14A filed by the Issuer on October 16, 2009.

 

 

 


CUSIP No. 726900103

Page 5 of 8 Pages

 

Schedule 13G

 

Item 1.

 

 

(a)

Name of Issuer:

 

Planar Systems, Inc.

 

 

(b)

Address of Issuer's Principal Executive Offices:

 

1195 NW Compton Drive

Beaverton, OR 97006-1992

 

Item 2.

 

 

(a)

Name of Person Filing:

 

Seth W. Hamot is the president of Roark, Rearden & Hamot, LLC, which is the general partner of Costa Brava Partnership III L.P. Seth W. Hamot, Roark, Rearden & Hamot, LLC and Costa Brava Partnership III L.P. are each referred to individually as a “Reporting Person” and collectively as the “Reporting Persons”. All of the securities reported herein as owned by the Reporting Persons are held by Costa Brava Partnership III L.P.

 

 

(b)

Address of Principal Business Office or, if None, Residence:

 

The principal business address of each of the Reporting Persons is 420 Boylston Street, Boston, MA 02116.

 

 

(c)

Citizenship:

 

Seth W. Hamot is a United States citizen. Costa Brava Partnership III L.P. is a Delaware limited partnership. Roark, Rearden & Hamot, LLC is a Delaware limited liability company.

 

 

(d)

Title of Class of Securities:

 

Common Stock

 

 

(e)

CUSIP Number:

 

726900103

 

 

 


CUSIP No. 726900103

Page 6 of 8 Pages

 

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:

 

Not Applicable.

 

Item 4.

Ownership.

 

(a) through (c):

 

The information requested in these paragraphs is set forth in Items 5 through 9 and 11 of the cover pages to this Schedule 13G, and is incorporated herein by reference thereto.

 

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.

 

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.

 

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 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.

 

The Reporting Persons have agreed that this Schedule may be filed by Seth W. Hamot on behalf of all of them jointly pursuant to Rule 13d-1(k)(1). A copy of such agreement is attached as Exhibit 1 to this Schedule.

 

 

 


CUSIP No. 726900103

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.

 

Dated: November 12, 2009

 

/s/ Seth W. Hamot

Seth W. Hamot

 

 

 


CUSIP No. 726900103

Page 8 of 8 Pages

 

Exhibit 1

 

AGREEMENT REGARDING

THE JOINT FILING OF SCHEDULE 13G

 

The undersigned hereby acknowledge and agree as follows:

 

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and, in compliance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Exhibit is attached, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of them; and

 

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

Dated:

November 12, 2009

 

 

COSTA BRAVA PARTNERSHIP III L.P.

 

By:

Roark, Rearden & Hamot, LLC, its
General Partner

 

By:

/s/ Seth W. Hamot

 

 

Name: Seth W. Hamot

Title:    President

 

SETH W. HAMOT

 

By:

/s/ Seth W. Hamot

 

 

Seth W. Hamot

 

ROARK, REARDEN & HAMOT, LLC

 

By:

/s/ Seth W. Hamot

 

 

Name: Seth W. Hamot

Title:    President