United States Securities & Exchange Commission EDGAR Filing

-----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, Tf1HWMt9RP96405KtZB9Fp7+0+bxI0gt+gsEgWBydLWTnci4FI6u3DP8KopRUg3+ ruKH7eh823fVYKGC1O83GA== 0001116502-07-001912.txt : 20071003 0001116502-07-001912.hdr.sgml : 20071003 20071003172250 ACCESSION NUMBER: 0001116502-07-001912 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071003 DATE AS OF CHANGE: 20071003 GROUP MEMBERS: B. RILEY AND CO. INC. GROUP MEMBERS: BRYANT R. RILEY GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DITECH NETWORKS INC CENTRAL INDEX KEY: 0001080667 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 942935531 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57419 FILM NUMBER: 071154598 BUSINESS ADDRESS: STREET 1: 825 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6506231300 MAIL ADDRESS: STREET 1: 825 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: DITECH COMMUNICATIONS CORP DATE OF NAME CHANGE: 20001002 FORMER COMPANY: FORMER CONFORMED NAME: DITECH CORP DATE OF NAME CHANGE: 19990225 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Riley Investment Partners Master Fund, L.P. CENTRAL INDEX KEY: 0001385084 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D/A 1 ditechsc13da3.htm AMEND NO. 3 TO SC 13D United States Securities & Exchange Commission EDGAR Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-2-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 3)¹

Ditech Networks, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

25500T108

(CUSIP Number)

Riley Investment Management LLC

Attn: Bryant R. Riley

11100 Santa Monica Blvd.

Suite 810

Los Angeles, CA 90025

(310) 966-1445

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 1, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: £

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

———————

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. 25500T108	13D	Page 2


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Riley Investment Partners Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES		7	SOLE VOTING POWER 26,000
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER -0-
EACH REPORTING		9	SOLE DISPOSITIVE POWER 26,000
PERSON WITH		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1 %¹
14	TYPE OF REPORTING PERSON* PN

———————

Based on 33,200,275 shares of common stock of Ditech Networks, Inc. (the “Issuer”) outstanding at July 3, 2007, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended April 30, 2007 filed with the Securities and Exchange Commission on July 16, 2007.


CUSIP No. 25500T108	13D	Page 3


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Riley Investment Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 26,000¹
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 699,482²
EACH REPORTING		9	SOLE DISPOSITIVE POWER 26,000¹
PERSON WITH		10	SHARED DISPOSITIVE POWER 699,482²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 725,482²
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2 %³
14	TYPE OF REPORTING PERSON* IA

———————

Because Riley Investment Management LLC has sole investment and voting power over 26,000 shares of Common Stock held by Riley Investment Partners Master Fund, L.P, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.


CUSIP No. 25500T108	13D	Page 4


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON B. Riley and Co. Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 50,000
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 20,185¹
EACH REPORTING		9	SOLE DISPOSITIVE POWER 50,000
PERSON WITH		10	SHARED DISPOSITIVE POWER 20,185¹
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,185
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .2%²
14	TYPE OF REPORTING PERSON* BD

———————

B. Riley and Co. Inc. has shared voting and dispositive power over 20,185 shares of Common Stock held by a managed account, with which it is indirectly affiliated.


CUSIP No. 25500T108	13D	Page 5


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Bryant R. Riley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 26,000¹
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 769,667²
EACH REPORTING		9	SOLE DISPOSITIVE POWER 26,000¹
PERSON WITH		10	SHARED DISPOSITIVE POWER 769,667²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 745,667²
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%³
14	TYPE OF REPORTING PERSON* IN

———————

Because Riley Investment Management LLC has sole voting and investment power over Riley Investment Partners Master Fund, L.P.’s security holdings Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, each of Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC, and Mr. Riley may be deemed to have beneficial ownership of the 26,000 shares of Common Stock held by Riley Investment Partners Master Fund, L.P.

Riley Investment Management LLC has shared voting and dispositive power over 699,482 shares of Common Stock held by its investment advisory clients, which are indirectly affiliated with Mr. Riley or Riley Investment Partners Master Fund, L.P. B. Riley and Co. Inc. has sole voting and dispositive power over 50,000 shares of Common Stock. Although Mr. Riley is the Chairman and controlling shareholder of B. Riley and Co. Inc., Mr. Riley disclaims beneficial ownership of these shares. B. Riley and Co. Inc. has shared voting and dispositive power over 20,185 shares of Common Stock.


CUSIP No. 25500T108	13D	Page 6

Item 5.

Interest in Securities of the Issuer

Item 5(c) as previously filed is amended to add the following information:

(c)

In the ordinary course of business, BRC effects transactions in connection with its ordinary course market making activities, as well as for customer transactions. On September 28, 2007, the Master Fund tendered 1,948,439 shares, investment advisory clients of RIM tendered 655,691 shares and an account indirectly affiliated with BRC tendered 120,000 shares, in each case with respect to the Issuer’s tender offer. On October 1, 2007, the Issuer announced that based on its preliminary tabulation, all shares tendered in its tender offer were accepted at a price of $5.50. The following are other transactions effected by the Reporting Persons in Common Stock that have taken place since its last Schedule 13D filing.

Item 5(e) as previously filed is amended to add the following information:

(e)

The Reporting Persons ceased to be the beneficial owner of more than 5% of the class of securities on the date that its shares were effectively tendered.


CUSIP No. 25500T108	13D	Page 7

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.

Date: October 3, 2007


		Riley Investment Partners Master Fund, L.P.

			By: Riley Investment Management LLC, its General
			Partner
		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Managing Member


		Riley Investment Management LLC


		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Managing Member
		B. Riley and Co. Inc.


		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Chairman



		By:	/s/ Bryant R. Riley
			Bryant R. Riley

EXHIBIT B


Master	Trans Code	Quantity	Price	Trade Date
	SL	700,000	5.23	8/13/2007
	BY	102,799	5.15	8/14/2007
	BY	13,335	5.15	8/16/2007
	BY	7,310	5.1	8/17/2007
	BY	10,400	5.1	8/20/2007
	BY	11,671	5.1	8/24/2007
	SL	2,000	5.33	9/27/2007
	BY	25,000	5.27	9/28/2007



Investment Advisory Clients	Trans Code	Quantity	Price	Trade Date
	BY	14,685	5.15	8/14/2007
	BY	14,685	5.15	8/14/2007
	BY	996	5.15	8/16/2007
	BY	1,469	5.15	8/16/2007
	BY	543	5.1	8/17/2007
	BY	1,313	5.1	8/17/2007
	BY	866	5.1	8/24/2007
	BY	2,097	5.1	8/24/2007
	BY	700,000	5.23	8/13/2007
	SL	518	5.33	9/28/2007


B. Riley	Trans Code	Quantity	Price	Trade Date
	BY	14,685	5.15	8/14/2007
	BY	26,600	5.0083	9/7/2007
	BY	48,400	4.9765	9/10/2007

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