s22-9696_13ga.htm

-----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, IBEp+0H1JOPf6FzlOWvric7bwCtpvl4+EH2D796WRzWsrPne0TdE1p4zSrbpFWN7 bltQY5VtUL2HUNcdufBKCA== 0000890163-10-000117.txt : 20100420 0000890163-10-000117.hdr.sgml : 20100420 20100420152259 ACCESSION NUMBER: 0000890163-10-000117 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100420 DATE AS OF CHANGE: 20100420 GROUP MEMBERS: PAUL J. SOLIT GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT II LLC GROUP MEMBERS: POTOMAC CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUMEREX CORP /PA/ CENTRAL INDEX KEY: 0000870753 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 112948749 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46687 FILM NUMBER: 10759331 BUSINESS ADDRESS: STREET 1: 1600 PARKWOOD CIRCLE STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 770-693-5950 MAIL ADDRESS: STREET 1: 1600 PARKWOOD CIRCLE STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30339 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/A 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/A 1 s22-9696_13ga.htm SCHEDULE 13G/A--NUMEREX s22-9696_13ga.htm

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/A

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

Numerex Corp.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

67053A102

(CUSIP Number)

March 19, 2010

(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. 553531104

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 604,521 shares of common stock(1)

Beneficially

Owned by 6. Shared Voting Power

Each 0

Reporting

Person With 7. Sole Dispositive Power

604,521 shares of common stock(1)

8. Shared Dispositive Power

9. Aggregate Amount Beneficially Owned by Each Reporting Person

604,521 shares of common stock(1)

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

(See Instructions) [ ]

11. Percent of Class Represented by Amount in Row (9)

4.0% (2)

12. Type of Reporting Person (See Instructions)

HC; OO (Limited Liability Corporation)

---------------------------

(1) Potomac Capital Management LLC may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Potomac Capital Partners, LP. 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) Based on 15,070,501 shares of common stock of Numerex Corp. outstanding as of March 26, 2010.

CUSIP No. 553531104

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 51,568 shares of common stock(5)

Beneficially

Owned by 6. Shared Voting Power

Each 0

Reporting

Person With 7. Sole Dispositive Power

51,568 shares of common stock(5)

8. Shared Dispositive Power

9. Aggregate Amount Beneficially Owned by Each Reporting Person

51,568 shares of common stock(5)

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%(6)

12. Type of Reporting Person (See Instructions)

HC; OO (Limited Liability Corporation)

---------------------------

(5) Potomac Capital Management II, LLC may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Potomac Capital Partners II, LP. 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.

(6) Based on 15,070,501 shares of common stock of Numerex Corp. outstanding as of March 26, 2010.

CUSIP No. 553531104

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 412,162 shares of common stock

Beneficially

Owned by 6. Shared Voting Power

Each 656,089 shares of common stock

Reporting

Person With 7. Sole Dispositive Power

412,162 shares of common stock

8. Shared Dispositive Power

656,089 shares of common stock

9. Aggregate Amount Beneficially Owned by Each Reporting Person

1,068,251 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)

7.0%(7)

12. Type of Reporting Person (See Instructions)

IN; HC

---------------------------

(7) Based on 15,070,501 shares of common stock of Numerex Corp. outstanding as of March 26, 2010.

Item 1.

(a) Name of Issuer

NUMEREX CORP.

(b) Address of Issuer's Principal Executive Offices

1600 Parkwood Circle Suite 200

Atlanta, GA 30339-2119

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

Limited Liability Company formed under the laws of the State of

New York.

(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

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

U.S. Citizen

(d) Title of Class of Securities:

Class A Common Stock, no par value

(e) CUSIP Number:

67053A102

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;

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).

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 beneficially owned:

604,521

(b) Percentage of class:

4.0%

(i) Sole power to vote or to direct the vote:

604,521

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

604,521

Potomac Capital Management II LLC

(a) Amount beneficially owned: 51,568

(b) Percentage of class: .3%

(i) Sole power to vote or to direct the vote:

51,568

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition:

51,568

Paul J. Solit

(a) Amount beneficially owned:

1,068,251

(b) Percentage of class:

7.0%

(i) Sole power to vote or to direct the vote:

412,162

(ii) Shared power to vote or to direct the vote:

656,089

(iii) Sole power to dispose or to direct the disposition:

412,162

(iv) Shared power to dispose or to direct the disposition:

656,089

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.

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 20th day of April, 2010

POTOMAC CAPITAL MANAGEMENT LLC

By: /s/ Paul J. Solit

--------------------------------

Paul J. Solit, Managing Member

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

EXHIBIT INDEX

The following exhibits are filed with this report on Schedule 13G/A:

Exhibit A Identification of entities which acquired the shares which are

the subject of this report on Schedule 13G/A.

Exhibit B Joint Filing Agreement dated April 20, 2010 among Potomac

Capital Management LLC, Potomac Capital Management II LLC,

and Paul J. Solit.

EX-99.1 2 s22-9696_ex991.htm EXHIBIT A s22-9696_ex991.htm

Exhibit A

Identification of entities which acquired the shares which are the subject of

this report on Schedule 13G/A.

(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 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.

EX-99.2 3 s22-9696_ex992.htm EXHIBIT B s22-9696_ex992.htm

Exhibit B

JOINT FILING AGREEMENT

This Agreement is filed as an exhibit to Schedule 13G/A being filed by

Potomac Capital Management LLC, Potomac Capital Management II LLC, Potomac

Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of

the Securities and Exchange Commission, which requires an agreement in writing

indicating that the Schedule 13G/A to which this Agreement is attached is filed on

behalf of the below-named entities, that they are each responsible for the

timely filing of the Schedule 13G/A and any amendments thereto and for the

completeness and accuracy of the information concerning such persons contained

therein.

Dated: April 20, 2010

POTOMAC CAPITAL MANAGEMENT LLC

By: /s/ Paul J. Solit

--------------------------------

Paul J. Solit, Managing Member

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

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