sc13gza

0000950134-07-001372.txt : 20070126 0000950134-07-001372.hdr.sgml : 20070126 20070126115808 ACCESSION NUMBER: 0000950134-07-001372 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070126 DATE AS OF CHANGE: 20070126 GROUP MEMBERS: PHIL FROHLICH GROUP MEMBERS: PRESCOTT GROUP AGGRESSIVE SMALL CAP II LP GROUP MEMBERS: PRESCOTT GROUP AGGRESSIVE SMALL CAP LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUDYNE CORP CENTRAL INDEX KEY: 0000022912 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 231408659 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36588 FILM NUMBER: 07555251 BUSINESS ADDRESS: STREET 1: 2530 RIVA ROAD STREET 2: SUITE 201 CITY: ANNAPOLIS STATE: MD ZIP: 21401 BUSINESS PHONE: 4102244415 MAIL ADDRESS: STREET 1: 2530 RIVA ROAD STREET 2: SUITE 201 CITY: ANNAPOLIS STATE: MD ZIP: 21401 FORMER COMPANY: FORMER CONFORMED NAME: CDC CONTROL SERVICES INC DATE OF NAME CHANGE: 19680510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRESCOTT GROUP CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001166152 IRS NUMBER: 731554000 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1924 S UTICA SUITEF 1120 CITY: TULSA STATE: OK ZIP: 74104 BUSINESS PHONE: 9187473412 SC 13G/A 1 d43031asc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

COMPUDYNE CORPORATION

(Name of Issuer)

Common Stock, par value $0.75 per share

(Title of Class of Securities)

204795306

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1(b)

o Rule 13d-1(c)

o 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 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 (“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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		204795306	13G/A


1	NAMES OF REPORTING PERSONS: Prescott Group Capital Management, L.L.C.

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


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	State of Oklahoma

		5	SOLE VOTING POWER:

NUMBER OF			1,024,180

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,024,180

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,024,180

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.2%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*

	IA

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).


CUSIP No.		204795306	13G/A


1	NAMES OF REPORTING PERSONS: Prescott Group Aggressive Small Cap, L.P.

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


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	State of Oklahoma

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,024,180

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			1,024,180

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,024,180

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.2%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*

	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).


CUSIP No.		204795306	13G/A


1	NAMES OF REPORTING PERSONS: Prescott Group Aggressive Small Cap II, L.P.

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


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	State of Oklahoma

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,024,180

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			1,024,180

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,024,180

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.2%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*

	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).


CUSIP No.		204795306	13G/A


1	NAMES OF REPORTING PERSONS: Phil Frohlich

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


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)*
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S. Citizen

		5	SOLE VOTING POWER:

NUMBER OF			1,044,180

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,044,180

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,044,180

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	12.4%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*

	IN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

SCHEDULE 13G/A

This Amendment No. 2 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II” and together with Prescott Small Cap, the “Small Cap Funds”) and Mr. Phil Frohlich the principal of Prescott Capital, relating to shares of common stock of CompuDyne Corporation, a Nevada corporation (the “Issuer”).

This Schedule 13G relates to shares of common stock, $0.75 par value, (the “Common Stock”) of the Issuer purchased by the Small Cap Funds through the account of Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Prescott Master Fund”), of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner of the Small Cap Funds and may direct the Small Cap Funds, the general partners of Prescott Master Fund, to direct the vote and disposition of the 1,024,180 shares of Common Stock held by Prescott Master Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 1,024,180 shares of Common Stock held by Prescott Master Fund and 20,000 shares of Common Stock held by himself, individually.


Item 1(a)		Name of Issuer.

		CompuDyne Corporation

Item 1(b)		Address of Issuer’s Principal Executive Offices.

		7249 National Drive
		Hanover, Maryland 21076

Item 2(a)		Name of Person Filing.

		Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P. (“Prescott Small Cap II” and together with Prescott Small Cap, the “Small Cap Funds”), and Mr. Phil Frohlich.

Item 2(b)		Address of Principal Business Office, or, if none, Residence.

		1924 South Utica, Suite 1120
		Tulsa, Oklahoma 74104-6529

Item 2(c)		Citizenship or Place of Organization.

		Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.


Item 2(d)		Title of Class of Securities.

		Common Stock, par value $.75 per share (the “Common Stock”).

Item 2(e)		CUSIP Number.

		204795306

Item 3		Reporting Person.

		Inapplicable.

Item 4		Ownership.

	(a)		Prescott Capital is the beneficial owner of 1,024,180 shares of Common Stock and Mr. Phil Frohlich is the beneficial owner of 1,044,180 shares of Common Stock.

	(b)		Prescott Capital and Mr. Phil Frohlich are the beneficial owners of 12.2% and 12.4%, respectively, of the outstanding shares of Common Stock. This percentage is determined by dividing the number of shares beneficially owned by each party by 8,430,294, the number of shares of Common Stock issued and outstanding as of November 9, 2006 as reported in the Issuer’s quarterly report on Form 10-Q filed November 14, 2006.

	(c)		Prescott Capital, as the general partner of the Small Cap Funds, the general partners of Prescott Master Fund, may direct it to direct the vote and disposition of the 1,024,180 shares of Common Stock held by Prescott Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the vote and disposition of the 1,024,180 shares of Common Stock held by Prescott Master Fund and 20,000 shares of Common Stock held by himself, individually.


Item 5		Ownership of Five Percent or Less of a Class.

		Inapplicable.

Item 6		Ownership of More Than Five Percent on Behalf of Another Person.

		Inapplicable.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

		Inapplicable.

Item 8		Identification and Classification of Members of the Group.


		Inapplicable.

Item 9		Notice of Dissolution of Group.

		Inapplicable.

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.

Exhibits		Exhibit 1

		Joint Filing Agreement dated January 25, 2007, between Prescott Capital, Prescott Small Cap and Mr. Phil Frohlich.

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: January 25, 2007


	Prescott Group Capital Management, L.L.C.
	By:	/s/ Phil Frohlich
		PHIL FROHLICH, Managing Member


	Prescott Group Aggressive Small Cap, L.P.
	By:	Prescott Group Capital Management, L.L.C., its general partner



	By:	/s/ Phil Frohlich
		PHIL FROHLICH, Managing Member


	Prescott Group Aggressive Small Cap II, L.P.
	By:	Prescott Group Capital Management, L.L.C., its general partner



	By:	/s/ Phil Frohlich
		PHIL FROHLICH, Managing Member



	/s/ Phil Frohlich
	Phil Frohlich

EX-99.1 2 d43031aexv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.75 per share, of CompuDyne Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 25, 2007.


	Prescott Group Capital Management, L.L.C.
	By:	/s/ Phil Frohlich
		PHIL FROHLICH, Managing Member


	Prescott Group Aggressive Small Cap, L.P.
	By:	Prescott Group Capital Management, L.L.C., its general partner



	By:	/s/ Phil Frohlich
		PHIL FROHLICH, Managing Member

Prescott Group Aggressive Small Cap II, L.P.

By: Prescott Group Capital Management, L.L.C., its general partner



	By:	/s/ Phil Frohlich
		PHIL FROHLICH, Managing Member



	/s/ Phil Frohlich
	Phil Frohlich