-----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, KZCSURrwuR0/aJOhV2z0Q+I8m6zFAsyEFUHAYPNB7BeQFHx/kB/0xQY5ngo/nlp1 GgNJi+jz2yu605YGOnvhsQ== 0001193125-07-248124.txt : 20071115 0001193125-07-248124.hdr.sgml : 20071115 20071115092847 ACCESSION NUMBER: 0001193125-07-248124 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071115 DATE AS OF CHANGE: 20071115 GROUP MEMBERS: VIMOL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MTC TECHNOLOGIES INC CENTRAL INDEX KEY: 0001172243 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 020593816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78718 FILM NUMBER: 071247853 MAIL ADDRESS: STREET 1: 4032 LINDEN AVENUE CITY: DAYTON STATE: OH ZIP: 45432 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIVAS ENTERPRISES LIMITED PARTNERSHIP III CENTRAL INDEX KEY: 0001348348 IRS NUMBER: 203942571 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 33 WEST THIRD STREET CITY: DAYTON STATE: OH ZIP: 45402 BUSINESS PHONE: 937-252-9199 MAIL ADDRESS: STREET 1: 4032 LINDEN AVENUE CITY: DAYTON STATE: OH ZIP: 45432 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-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. 2)*

 

 

 

MTC Technologies, Inc.

(Name of Issuer)

 

Common Stock, $.001 par value

(Title and Class of Securities)

 

55377A 10 6

(CUSIP Number)

 

Rajesh K. Soin

c/o MTC Technologies, Inc.

4032 Linden Avenue

Dayton, Ohio 45432

Telephone: (937) 252-9199

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

 

November 9, 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 that 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 for other parties to whom copies are to be sent.

 

* 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).

(Continued on following pages)

(Page 1 of 5 Pages)

CUSIP No. 55377A 10 6    Schedule 13D    Page 2 of 5 Pages

 

  1  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

    
                Rivas Enterprises Limited Partnership III    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS*  
                OO    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Ohio    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7  SOLE VOTING POWER
 
                  0
    8  SHARED VOTING POWER
 
                  3,896,194 (See Item 4)
    9  SOLE DISPOSITIVE POWER
 
                  0
  10  SHARED DISPOSITIVE POWER
 
                   3,896,194 (See Item 4)
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                3,896,194 (See Item 4)    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                25.7%    
14   TYPE OF REPORTING PERSON*  
                PN    

CUSIP No. 55377A 10 6    Schedule 13D    Page 3 of 5 Pages

 

  1  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

    
                Vimol, LLC    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS*  
                OO    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Ohio    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7  SOLE VOTING POWER
 
                  0
    8  SHARED VOTING POWER
 
                  3,896,194 (See Item 4)
    9  SOLE DISPOSITIVE POWER
 
                  0
  10  SHARED DISPOSITIVE POWER
 
                   3,896,194 (See Item 4)
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                3,896,194 (See Item 4)    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                25.7%    
14   TYPE OF REPORTING PERSON*  
                OO    

CUSIP No. 55377A 10 6

    Schedule 13D    Page 4 of 5 Pages

This Amendment No. 2 to Schedule 13D amends Items 2 (a)-(c), 3 and 5 of the Schedule 13D originally filed with the Securities and Exchange Commission on January 9, 2006 and Amendment No. 1 to such Schedule filed on March 6, 2006.

 

Item 2. Identity and Background.

(a) - (c). This Amendment No. 2 to Schedule 13D is being filed jointly by each of the following persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”): (i) Rivas Enterprises Limited Partnership III (the “Limited Partnership”), an Ohio limited partnership; and (ii) Vimol, LLC (the “LLC”), an Ohio limited liability company, as the sole general partner of the Limited Partnership. The Limited Partnership and the LLC are collectively referred to as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, dated March 6, 2006, a copy of which was filed with Amendment No. 1 to Schedule 13D as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this schedule jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. The address of each of the Reporting Persons is c/o Rajesh K. Soin, MTC Technologies, Inc., 4032 Linden Avenue, Dayton, OH 45432.

 

Item 3. Source and Amount of Funds or Other Consideration.

The Limited Partnership acquired beneficial ownership of 2,000,000 of Common Stock when Rajesh K. Soin transferred such shares to the Limited Partnership on November 9, 2007. The Limited Partnership previously acquired beneficial ownership of 1,896,194 shares of Common Stock when Mr. Soin, his spouse and a trust established by Mr. Soin transferred such shares to the Limited Partnership. The Limited Partnership has shared voting and investment power with respect to the shares. The LLC is the sole general partner of the Limited Partnership and as such exercises such voting and investment power on behalf of the LLC with respect to such shares. Mr. Soin is the managing member of the LLC.

 

Item 5. Interest in Securities of the Issuer.

(a) and (b). The Reporting Persons beneficially owned an aggregate 3,896,194 shares of Common Stock as of November 15, 2007, constituting approximately 25.7% of the 15,145,406 shares of Common Stock outstanding as of September 30, 2007. All such Common Stock is held by the Limited Partnership and may be deemed beneficially owned by the Limited Partnership, the LLC and Mr. Soin, as managing member of the LLC. Mr. Soin, as managing member of the LLC, has shared dispositive and voting power over such shares and reports such shares as beneficially owned by him in schedules required by Section 13 of the Securities Exchange Act of 1934.

(c) Except as set forth below, the Reporting Person has not effected any transactions in Common Stock in the last sixty days.

On November 9, 2007, Mr. Rajesh K. Soin transferred 2,000,000 shares of Common Stock to the Limited Partnership.

(d) Not applicable.

(e) Not applicable.

CUSIP No. 55377A 10 6

    Schedule 13D    Page 5 of 5 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 15, 2007

 

Rivas Enterprises Limited Partnership III
By:  

/s/ Bruce A. Teeters

  Bruce A. Teeters
  Attorney-in-Fact for Rivas Limited Partnership III
Vimol, LLC
By:  

/s/ Bruce A. Teeters

  Bruce A. Teeters
  Attorney-in-Fact for Vimol, LLC
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