-----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, Q945Cs1aVJtW3495GQp0SzbAtlw8cpeOpMrU1zaC+0WQG2q/kKE4yCNkB2Un+rX7 CuVijcbHrqV3QVNRiv9/Kg== 0000890163-08-000611.txt : 20080903 0000890163-08-000611.hdr.sgml : 20080903 20080903151943 ACCESSION NUMBER: 0000890163-08-000611 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080903 DATE AS OF CHANGE: 20080903 GROUP MEMBERS: PAUL J. SOLIT GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT II LLC GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT INC. GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLOY INC CENTRAL INDEX KEY: 0001080359 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 043310676 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58053 FILM NUMBER: 081053822 BUSINESS ADDRESS: STREET 1: 151 WEST 26TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122444307 MAIL ADDRESS: STREET 1: 151 WEST 26TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: ALLOY ONLINE INC DATE OF NAME CHANGE: 19990309 FORMER COMPANY: FORMER CONFORMED NAME: ALLOY COM INC DATE OF NAME CHANGE: 19990224 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 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 1 s11-8729_13g.txt SCHEDULE 13G SEC 1745 Potential persons who are to respond to the collection of information (02-02) contained in this form are not required to respond unless the form displays a currently valid OMB control number. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 Alloy Inc. (Name of Issuer) Common Stock, par value $ .01 per share (Title of Class of Securities) 019855303 (CUSIP Number) August 12, 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. 019855303 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 New York Number of 5. Sole Voting Power Shares 557,007 shares of common stock Beneficially Owned by 6. Shared Voting Power Each 0 Reporting Person With 7. Sole Dispositive Power 557,007 shares of common stock 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 557,007 shares of common stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 3.9%(1) 12. Type of Reporting Person (See Instructions) HC; OO (Limited Liability Corporation) ____________ (1) Based on 14,199,156 shares of common stock of Alloy, Inc. as of May 31, 2008. 2 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 Delaware Number of 5. Sole Voting Power Shares 781,209 shares of common stock Beneficially Owned by 6. Shared Voting Power Each 0 Reporting Person With 7. Sole Dispositive Power 781,209 shares of common stock 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 781,209 shares of common stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 5.5%(2) 12. Type of Reporting Person (See Instructions) HC; CO ____________ (2) Based on 14,199,156 shares of common stock of Alloy, Inc. as of May 31, 2008. 3 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Potomac Capital Management II, LLC. 26-2667126 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 Delaware Number of 5. Sole Voting Power Shares 10,700 shares of common stock Beneficially Owned by 6. Shared Voting Power Each 0 Reporting Person With 7. Sole Dispositive Power 10,700 shares of common stock 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 10,700 shares of common stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) . 0.75%(3) 12. Type of Reporting Person (See Instructions) HC; OO (Limited Liability Corporation) ____________ (3) Based on 14,199,156 shares of common stock of Alloy, Inc. as of May 31, 2008. 4 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 2,000 shares of common stock Beneficially Owned by 6. Shared Voting Power Each 1,348,916 shares of common stock Reporting Person With 7. Sole Dispositive Power 2,000 shares of common stock 8. Shared Dispositive Power 1,348,916 shares of common stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,350,916 shares of common stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 9.5%(4) 12. Type of Reporting Person (See Instructions) IN; HC ____________ (4) Based on 14,199,156 shares of common stock of Alloy, Inc. as of May 31, 2008. 5 Item 1. (a) Name of Issuer Alloy Inc. (b) Address of Issuer's Principal Executive Offices 151 West 26th St., 11th Floor New York, NY 10001 Item 2. (a) Name of Person Filing Potomac Capital Management LLC (b) Address of Principal Business Office or, if none, Residence 825 Third Avenue 33rd Floor New York, New York 10022 (c) Citizenship Limited Liability Company formed under the laws of the State of New York. (a) Name of Person Filing Potomac Capital Management Inc. (b) Address of Principal Business Office or, if none, Residence 825 Third Avenue 33rd Floor New York, New York 10022 (c) Citizenship Corporation formed under the laws of the State of Delaware. (a) Name of Person Filing Potomac Capital Management II LLC (b) Address of Principal Business Office or, if none, Residence 825 Third Avenue 33rd Floor New York, New York 10022 (c) Citizenship Limited Liability Company formed under the laws of the State of Delaware. (a) Name of Person Filing Paul J. Solit (b) Address of Principal Business Office or, if none, Residence c/o Potomac Capital Management LLC 825 Third Avenue 33rd Floor New York, New York 10022 (c) Citizenship U.S. Citizen (d) Title of Class of Securities Common Stock, par value $.01 per share (e) CUSIP Number 019855303 Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not Applicable (a) [ ] Broker or dealer registered under Section 15 of 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; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); ] (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (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). 6 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 benefically owned: 557,007 (b) Percentage of class: 3.9% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 557,007 (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition of: 557,007 Potomac Capital Management Inc. (a) Amount benefically owned: 781,209 (b) Percentage of class: 5.5% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 781,209 (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition: 781,209 Potomac Capital Management II LLC (a) Amount benefically owned: 10,700 (b) Percentage of class: .075% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 10,700 (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition: 10,700 Paul J. Solit (a) Amount benefically owned: 1,350,916 (b) Percentage of class: 9.5% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 2,000 (ii) Shared power to vote or to direct the vote: 1,348,916 (iii) Sole power to dispose or to direct the disposition: 2,000 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 [ ] 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. 7 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 3rd day of September, 2008 POTOMAC CAPITAL MANAGEMENT LLC By: /s/ Paul J. Solit ------------------------------ Paul J. Solit, Managing Member POTOMAC CAPITAL MANAGEMENT INC. By: Paul J. Solit ------------------------------ /s/ Paul J. Solit, President POTOMAC CAPITAL MANAGEMENT II LLC By: /s/ Paul J. Solit ------------------------------ Paul J. Solit, Managing Member PAUL J. SOLIT By: /s/ Paul J. Solit ------------------------------ Paul J. Solit 8 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 September 3, 2008 among Potomac Capital Management LLC, Potomac Capital Management II LLC, Potomac Capital Management, Inc., and Paul J. Solit. 9 EX-99 2 s11-8729_exa.txt EXHIBIT A Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G. (1) Potomac Capital Partners LP, a private investment partnership formed under the laws of the 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 Management 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) Potomac Capital Partners II, LP, a private investment partnership formed under the laws of the State of Delaware. Potomac Capital Management II, LLC is the General Partner of Potomac Capital Partners II, LP. Mr. Paul J. Solit is the Managing Member of Potomac Capital Management II LLC. (4) 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 s11-8729_exb.txt EXHIBIT B Exhibit B JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated September 2, 2008 with respect to the shares of Common Stock of Alloy 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: September 3, 2008 POTOMAC CAPITAL MANAGEMENT LLC By: /s/ Paul J. Solit ------------------------------ Paul J. Solit, Managing Member POTOMAC CAPITAL MANAGEMENT INC. By: Paul J. Solit ------------------------------ /s/ Paul J. Solit, President POTOMAC CAPITAL MANAGEMENT II LLC By: /s/ Paul J. Solit ------------------------------ Paul J. Solit, Managing Member PAUL J. SOLIT By: /s/ Paul J. Solit ------------------------------ Paul J. Solit -----END PRIVACY-ENHANCED MESSAGE-----