SC 13G/A

0000950123-08-001729.txt : 20080214 0000950123-08-001729.hdr.sgml : 20080214 20080214172910 ACCESSION NUMBER: 0000950123-08-001729 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: NADER TAVAKOLI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUSPEX SYSTEMS INC CENTRAL INDEX KEY: 0000860749 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 930963660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0701 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44681 FILM NUMBER: 08619410 BUSINESS ADDRESS: STREET 1: 2800 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95050 BUSINESS PHONE: 4085662000 MAIL ADDRESS: STREET 1: 2800 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95050 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EagleRock Capital Management, L.L.C. CENTRAL INDEX KEY: 0001245844 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 551 FIFTH AVENUE 34TH FL CITY: NEW YORK STATE: NY ZIP: 10176 BUSINESS PHONE: 2126925412 MAIL ADDRESS: STREET 1: 551 FIFTH AVENUE 34TH FL CITY: NEW YORK STATE: NY ZIP: 10176 FORMER COMPANY: FORMER CONFORMED NAME: EAGLEROCK CAPIAL MANAGEMENT LLC DATE OF NAME CHANGE: 20030624 SC 13G/A 1 y49840esc13gza.htm SC 13G/A SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Auspex Systems, Inc.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

052116100

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

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

o Rule 13d-1(b)

þ 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 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.		052116100	13G	Page		2		of		7	Pages


1	NAME OF REPORTING PERSON EagleRock Capital Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 04-2693383


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

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			2,996,392

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,996,392

WITH		8	SHARED DISPOSITIVE POWER



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,996,392

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

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

	6.5% (see Item 4)

12	TYPE OF REPORTING PERSON*

	00

*SEE INSTRUCTION BEFORE FILLING OUT


CUSIP No.		052116100	13G	Page		3		of		7	Pages


1	NAME OF REPORTING PERSON Nader Tavakoli I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


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

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			3,328,471

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			3,328,471

WITH		8	SHARED DISPOSITIVE POWER



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,328,471

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

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

	7.3% (see Item 4)

12	TYPE OF REPORTING PERSON*

	IN

*SEE INSTRUCTION BEFORE FILLING OUT

SCHEDULE 13G

This Amendment No. 4. to the Schedule 13G (collectively, the “Schedule 13G”) is being filed on behalf of EagleRock Capital Management, LLC, a Delaware limited liability company (“EagleRock Capital”), and Mr. Nader Tavakoli the principal of EagleRock, relating to shares of Common Stock, no par value (the “Common Stock”), of MPC Corporation, a Colorado corporation (the “Issuer”).


Item 1(a)		Name of Issuer:

		Auspex Systems, Inc.

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

		2800 Scott Blvd.
		Santa Clara, California 95050

Items 2(a)		Name of Person Filing:

		EagleRock Capital Management, LLC and Nader Tavakoli.

Item 2(b)		Address of Principal Business Office:

		24 West 40th St., 10th Floor
		New York, NY 10018

Item 2(c)		Citizenship:

		EagleRock Capital is a limited liability company organized under the laws of the state of Delaware. Nader Tavakoli is the Manager of EagleRock Capital and is a United States citizen.

Item 2(d)		Title of Class of Securities:

		Common Stock, par value $.001 per share

Item 2(e)		CUSIP Number:

		052116100

Item 3		Not Applicable

Item 4		Ownership:

		The percentages used herein are calculated based upon the 45,854,703 shares of Common Stock which the Issuer reported outstanding as of

Page 4 of 7


		February 7, 2003 on the Issuer's quarterly report on Form 10-Q filed
		with the Securities and Exchange Commission on February 11, 2003.

		As of the close of business on December 31, 2007:

		1. EagleRock Capital Management, LLC
		(a) Amount beneficially owned: 2,996,392
		(b) Percent of class: 6.5%
		(c)(i) Sole power to vote or direct the vote: 2,996,392
		(ii) Shared power to vote or direct the vote: -0-
		(iii) Sole power to dispose or direct the disposition: 2,996,392
		(iv) Shared power to dispose or direct the disposition: -0-

		2. Nader Tavakoli
		(a) Amount beneficially owned: 3,328,471
		(b) Percent of class: 7.3%
		(c)(i) Sole power to vote or direct the vote: 3,328,471
		(ii) Shared power to vote or direct the vote: -0-
		(iii) Sole power to dispose or direct the disposition: 3,328,471
		(iv) Shared power to dispose or direct the disposition: -0-

		This Schedule 13G relates to Common Stock beneficially owned by Nader
		Tavakoli and EagleRock Capital Management, LLC ("EagleRock Capital").
		EagleRock Capital is the investment manager of EagleRock Master Fund,
		LP ("ERMF"), a limited partnership existing under the laws of the
		Cayman Islands. Mr. Tavakoli is the manager of EagleRock Capital and
		therefore controls its investment decisions. As the investment
		manager of ERMF, EagleRock Capital has the sole power to vote and
		dispose of the 2,996,392 shares of Common Stock held by ERMF. As the
		principal of EagleRock Capital, Mr. Tavakoli may direct the vote and
		disposition of the shares of Common Stock held by ERMF as well as the
		332,079 shares of Common Stock held by Mr. Tavakoli individually.

		The filing of this amendment to Schedule 13G shall not be construed as
		an admission that EagleRock Capital or Mr. Tavakoli is for the
		purposes of Section 13(d) or 13(g) of the Securities Act of 1934, the
		beneficial owner of any of the shares of Common Stock held by ERMF.
		Pursuant to Rule 13d-4, each of EagleRock Capital and Mr. Tavakoli
		disclaim all such beneficial ownership.

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

Page 5 of 7


		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. o

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

Page 6 of 7


Item 10		Certification:

By signing below the signatory certifies that, to the best of his 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.


Exhibit		99.1 Joint Filing Agreement dated February 14, 2008 between EagleRock Capital Management, LLC and Nader Tavakoli.

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: February 14, 2008


	EAGLEROCK CAPITAL MANAGEMENT, LLC
	By:
		Name: Nader Tavakoli
		Title: Managing Member

	NADER TAVAKOLI

Page 7 of 7

EX-99.1 2 y49840eexv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

Dated: February 14, 2008


	EAGLEROCK CAPITAL MANAGEMENT, LLC
	By:
		Name: Nader Tavakoli
		Title: Managing Member

	NADER TAVAKOLI