-----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, FImWoheS8hDdhn0XHWSiF3IXDrT2Mj6sdNaIT0ljsdFLJ0h+mu9qBXk/mnquQJ65 MBt64Kyax1o2NSt4H8b86A== 0000906344-06-000090.txt : 20060213 0000906344-06-000090.hdr.sgml : 20060213 20060213145634 ACCESSION NUMBER: 0000906344-06-000090 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERLINK ELECTRONICS INC CENTRAL INDEX KEY: 0000828146 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770056625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49777 FILM NUMBER: 06602935 BUSINESS ADDRESS: STREET 1: 546 FLYNN RD CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8054848855 MAIL ADDRESS: STREET 1: 546 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012 FORMER COMPANY: FORMER CONFORMED NAME: INTERLINK ELECTRONICS DATE OF NAME CHANGE: 19940525 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTCLIFF CAPITAL MANAGEMENT LLC/CA CENTRAL INDEX KEY: 0001057396 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 7TH AVE SUITE 105 CITY: SANTA CRUZ STATE: CA ZIP: 95062 BUSINESS PHONE: 4084770422 MAIL ADDRESS: STREET 1: 200 SEVENTH AVE STREET 2: SUITE 105 CITY: SANTA CRUZ STATE: CA ZIP: 95602 SC 13G/A 1 link13g1.txt AMENDMENT NO. 1 TO SCHEDULE 13G UNITED 1STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Interlink Electronics --------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 458751104 --------- (CUSIP Number) December 31, 2005 ----------------- (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). CUSIP No. 458751104 SCHEDULE 13G Page 2 of 8 1 Name of Reporting Person Westcliff Capital Management, LLC IRS Identification No. of Above Person 77-0435868 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization California NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 0.0% 12 Type of Reporting Person IA CUSIP No. 458751104 SCHEDULE 13G Page 3 of 8 1 Name of Reporting Person Richard S. Spencer III IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization United States NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 0.0% 12 Type of Reporting Person HC, IN CUSIP No. 458751104 SCHEDULE 13G Page 4 of 8 Item 1(a). Name of Issuer: Interlink Electronics, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 546 Flynn Road, Camarillo, CA 93012 Item 2(a). Names of Persons Filing: Westcliff Capital Management, LLC and Richard S. Spencer III (the "Filers"). Item 2(b). Address of Principal Business Office or, if none, Residence: 200 Seventh Avenue, Suite 105, Santa Cruz, CA 95062 Item 2(c). Citizenship: See Item 4 of the cover page for each Filer. Item 2(d). Title of Class of Securities: This Statement relates to the shares of common stock of the Issuer. Item 2(e). CUSIP Number: 458751104 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) [x] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [x] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); CUSIP No. 458751104 SCHEDULE 13G Page 5 of 8 (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. See Items 5-9 and 11 of the cover page for each Filer. 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. 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 the undersigned certify that, to the best of their 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. CUSIP No. 458751104 SCHEDULE 13G Page 6 of 8 Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 10, 2006 WESTCLIFF CAPITAL MANAGEMENT, LLC By:------------/s/--------------- Richard S. Spencer III Its Manager RICHARD S. SPENCER III ---------/s/---------- Richard S. Spencer III CUSIP No. 458751104 SCHEDULE 13G Page 7 of 8 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 8 CUSIP No. 458751104 SCHEDULE 13G Page 8 of 8 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: February 10, 2006 WESTCLIFF CAPITAL MANAGEMENT, LLC By:------------/s/--------------- Richard S. Spencer III Its Manager RICHARD S. SPENCER III ---------/s/---------- Richard S. Spencer III -----END PRIVACY-ENHANCED MESSAGE-----