-----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, UfJbNerIZ0LeSWV3RKm7WcGfTjL/IwIppsEfTDTy4GXddc4vzlc/crrv/rDhruoX U0cGsABARI1KV/UM/7hLxA== 0000950152-03-008381.txt : 20030923 0000950152-03-008381.hdr.sgml : 20030923 20030922180645 ACCESSION NUMBER: 0000950152-03-008381 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030923 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RESEARCH VENTURES LLC CENTRAL INDEX KEY: 0001264184 IRS NUMBER: 33090359 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O JACK KESSLER, ESQ., 301 GRANT ST., STREET 2: ONE OXFORD CENTRE, 20TH FL CITY: PITTSBURGH STATE: PA ZIP: 15219-1410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SSP SOLUTIONS INC CENTRAL INDEX KEY: 0001078717 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 330757190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-61273 FILM NUMBER: 03904888 BUSINESS ADDRESS: STREET 1: 17861 CARTWRIGHT ROAD CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9498511085 MAIL ADDRESS: STREET 1: 17861 CARTWRIGHT ROAD CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: LITRONIC INC DATE OF NAME CHANGE: 19990208 SC 13G 1 j0313801sc13g.txt RESEARCH VENTURES, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SSP Solutions, Inc. ---------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ------------------------- (Title of Class of Securities) 784723 10 8 -------------------------- (CUSIP Number) September 18, 2003 ------------------ (Date of Event Which Require Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed. [ ] Rule 13d-1(b) (Qualified Investor) [ X ] Rule 13d-1(c) (Passive Investor) [ ] Rule 13d-1(d) (Exempt Investor) 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 (as amended, "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 1 of 5 pages SCHEDULE 13G CUSIP No. 784723 10 8 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Research Venture, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: California NUMBER 5. SOLE VOTING POWER 1,470,692(1) OF SHARES ------------- BENEFICIALLY 6. SHARED VOTING POWER 0 OWNED ------------- BY EACH 7. SOLE DISPOSITIVE POWER 1,470,692(1) REPORTING ------------- PERSON 8. SHARED DISPOSITIVE POWER 0 WITH ------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Research Venture, LLC - 1,470,692(1) (1) Pursuant to Amended Stipulation for Entry of Judgment, the issuer agreed that a judgment against it may be rendered in favor of Research Venture, LLC in the amount of $1,746,119.60 in the event that certain defined conditions are not met. Research Venture, LLC accepted 1,470,692 shares of common stock in lieu of enforcing the above referenced judgment, provided that the following conditions were met. In the event that the issuer fails to have an S-3 resale registration statement effective by September 15, 2003, and maintain the effectiveness of such registration statement until Research Venture has sold all 1,056,242 shares of common stock registered thereunder, Research Venture shall be entitled to receive a judgment in the amount of $1,373,114.60 in lieu of such shares (less an amount equal to any shares of common stock sold by Research Venture at $1.30 per share). In the event that the issuer fails to file an additional S-3 resale registration statement covering 414,450 shares of common stock held by Research Venture, LLC, have such registration statement effective no later than November 30, 2003, and maintain the effectiveness of such registration statement until Research Venture has sold all 414,450 shares of common stock registered thereunder, then Research Venture shall be entitled to receive a judgment in the amount of $373,005 in lieu of such shares (less an amount equal to any shares of common stock sold by Research Venture at $0.90 per share). 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable. 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.28% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTION) OO Page 2 of 5 pages SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Item 1(a). Name of issuer: SSP Solutions, Inc. Item 1(b). Address of issuer's principal executive offices: 17861 Cartwright Road Irvine, CA 92614 Item 2(a). Name of person filing: Research Venture, LLC (2) The managing members of Research Venture, LLC are Jack J. Kessler, Eugene Kessler and Jeffrey Soffer. Item 2(b). Address of principal business office: c/o Jack J. Kessler 301 Grant Street One Oxford Centre, 20th Floor Pittsburgh, PA 15219 Item 2(c). Place of Organization: California Item 2(d). Title of class of securities: Common Stock, par value $0.01 per share. Item 2(e). CUSIP No.: 784723 10 8 Item 3. If this statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: Not applicable. (a) [ ] Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"). (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) of the Exchange Act. (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) of the Exchange Act. (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Exchange Act. (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act, as amended. Page 3 of 5 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. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) of the Exchange Act. If this statement is filed pursuant to Rule 13d-1(b), check this box. [ ] Item 4. Ownership Item 4(a). Amount beneficially owned: Research Venture, LLC 1,470,692(1) (1) Pursuant to Amended Stipulation for Entry of Judgment, the issuer agreed that a judgment against it may be rendered in favor of Research Venture, LLC in the amount of $1,746,119.60 in the event that certain defined conditions are not met. Research Venture, LLC accepted 1,470,692 shares of common stock in lieu of enforcing the above referenced judgment, provided that the following conditions were met. In the event that the issuer fails to have an S-3 resale registration statement effective by September 15, 2003, and maintain the effectiveness of such registration statement until Research Venture has sold all 1,056,242 shares of common stock registered thereunder, Research Venture shall be entitled to receive a judgment in the amount of $1,373,114.60 in lieu of such shares (less an amount equal to any shares of common stock sold by Research Venture at $1.30 per share). In the event that the issuer fails to file an additional S-3 resale registration statement covering 414,450 shares of common stock held by Research Venture, LLC, have such registration statement effective no later than November 30, 2003, and maintain the effectiveness of such registration statement until Research Venture has sold all 414,450 shares of common stock registered thereunder, then Research Venture shall be entitled to receive a judgment in the amount of $373,005 in lieu of such shares (less an amount equal to any shares of common stock sold by Research Venture at $0.90 per share). Item 4(b). Percent of class: 5.28% Item 4(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,470,692(1) ----------- (ii) shared power to vote or to direct the vote: 0 ----------- (iii) sole power to dispose or to direct the disposition of: 1,470,692(1) ----------- (iv) shared power to dispose or to direct the disposition of: 0 ----------- Item 5. Ownership of 5 percent or less of a class: Not Applicable. Item 6. Ownership of more than 5 percent on behalf of another person: Not Applicable. Item 7. Identification and classification of 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 the group: Page 4 of 5 pages Not Applicable. Item 10. Certifications: Item 10(a). The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c): "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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. RESEARCH VENTURE, LLC Date: September 18, 2003 By: /s/ Jack J. Kessler ------------------------------ managing member -----END PRIVACY-ENHANCED MESSAGE-----