-----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, VTv8xLNJqRyQHH13fwu2Po7306lG4A8+j5kbulZ85SWKuAX9vOL0wd9ioe6pAtht cSNFZRWiK69gzWg274GG/Q== 0000950135-00-000876.txt : 20000216 0000950135-00-000876.hdr.sgml : 20000216 ACCESSION NUMBER: 0000950135-00-000876 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000215 GROUP MEMBERS: HIGH ROCK ASSET MANAGEMENT LLC GROUP MEMBERS: HIGH ROCK CAPITAL LLC /ADV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NU HORIZONS ELECTRONICS CORP CENTRAL INDEX KEY: 0000718074 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 112621097 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-36762 FILM NUMBER: 544956 BUSINESS ADDRESS: STREET 1: 70 MAXESS ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5163965000 MAIL ADDRESS: STREET 1: 70 MAXESS ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGH ROCK CAPITAL LLC /ADV CENTRAL INDEX KEY: 0001049640 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043397165 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 28 STATE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6177475800 FORMER COMPANY: FORMER CONFORMED NAME: HIGH ROCK CAPITAL LLC /ADV DATE OF NAME CHANGE: 19990216 SC 13G 1 HIGH ROCK FOR NU HORIZONS ELECTRONICS 1 OMB APPROVAL OMB Number: 3235-0145 Expires: November 30, 1999 Estimated average burden hours per response... 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Nu Horizons Electronics Corp (Name of Issuer) Common Stock - Par Value $.0066 (Title of Class of Securities) 669908105 (CUSIP Number) December 31, 1999 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] 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 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). 2 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON High Rock Capital LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 247,500 SHARES BENEFICIALLY OWNED 6 SHARED VOTING POWER BY -0- EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 302,100 WITH 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 471,375 shares (see Item 4(a) of attached Schedule) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1% 12 TYPE OF REPORTING PERSON* IA 3 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON High Rock Asset Management LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 169,275 SHARES BENEFICIALLY OWNED 6 SHARED VOTING POWER BY -0- EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 169,275 WITH 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 471,375 shares (see Item 4(a) of attached Schedule) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1% 12 TYPE OF REPORTING PERSON* IA 4
Schedule 13G Item 1(a). Name of Issuer: Nu Horizons Electronics Corp Item 1(b). Address of Issuer's Principal Executive Offices: 70 Maxess Road Melville, NY 11747 Item 2(a). Names of Persons Filing: High Rock Capital LLC ("HRC") and High Rock Asset Management LLC ("HRAM") Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of HRC and HRAM is 28 State Street, 18th Floor, Boston, MA 02109. Item2(c). Citizenship: Each of HRC and HRAM is a limited liability company organized under the laws of the state of Delaware. Item2(d). Title of Class of Securities: Common Stock - Par Value $.0066 Item2(e). CUSIP Number: 669908105 Item3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act); (b) [_] Bank as defined in Section 3(a)(6) of the Act; (c) [_] Insurance company as defined in Section 3(a)(19) of the Act; (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940; (e) [X] 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;
5 (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [_] Item 4. Ownership. (a) Amount Beneficially Owned: Each of HRC and HRAM may be deemed to beneficially own 471,375 shares as of December 31, 1999. HRC was the record owner of 302,100 shares as of December 31, 1999. HRAM was the record owner of 169,275 shares as of December 31, 1999. (The shares held of record by HRC and HRAM are referred to collectively herein as the "Record Shares.") By virtue of their relationship as affiliated limited liability companies with the same individual as President, each of HRC and HRAM may be deemed to beneficially own all of the Record Shares. Hence, each of HRC and HRAM may be deemed to beneficially own 471,375 shares as of December 31, 1999. (b) Percent of Class: HRC: 3.3%; HRAM: 1.8% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: HRC: 247,500 shares HRAM: 169,275 shares (ii) shared power to vote or to direct the vote: HRC: 0 shares HRAM: 0 shares (iii) sole power to dispose or to direct the disposition of: HRC: 302,100 shares HRAM: 169,275 shares (iv) shared power to dispose or to direct the disposition of: HRC: 0 shares HRAM 0 shares Each of HRC and HRAM expressly disclaims beneficial ownership of any shares of Nu Horizons Electronics Corp, except, in the case of HRC, for the 302,100 shares that it holds of record and, in the case of HRAM, for the 169,275 shares that it holds of record. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. 6 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. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 SIGNATURES 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: February 14, 2000 HIGH ROCK CAPITAL LLC By: High Rock Capital LLC By: /s/ David L. Diamond ----------------------------------------- David L. Diamond, President HIGH ROCK ASSET MANAGEMENT LLC By: /s/ David L. Diamond ----------------------------------------- David L. Diamond, President EX-99.1 2 AGREEMENT 1 Exhibit 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Nu Horizons Electronics Corp. This agreement may be executed in any number of counterparts, each of which shall be deemed an original. EXECUTED this 14th day of February, 2000. HIGH ROCK CAPITAL LLC By: High Rock Capital LLC By: /s/ David L. Diamond ----------------------------------------- David L. Diamond, President HIGH ROCK ASSET MANAGEMENT LLC By: High Rock Asset Management LLC By: /s/ David L. Diamond ----------------------------------------- David L. Diamond, President -----END PRIVACY-ENHANCED MESSAGE-----