-----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, IJUvh3W0j5+MOHWEaVWmm1nQjzwgq4riFPRobszwnR7rSZJV1CEuT49gz/Mze1Ck 2eGLWcoJleFCDjxc8JFMMA== 0000894579-05-000098.txt : 20050415 0000894579-05-000098.hdr.sgml : 20050415 20050415155624 ACCESSION NUMBER: 0000894579-05-000098 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050415 DATE AS OF CHANGE: 20050415 GROUP MEMBERS: AL TOBIA GROUP MEMBERS: MIKE BARONE GROUP MEMBERS: SIDUS INVESTMENT MANAGEMENT, LLC GROUP MEMBERS: SIDUS INVESTMENT PARTNERS, L.P. GROUP MEMBERS: SIDUS INVESTMENTS, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NMS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000915866 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 042814586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43813 FILM NUMBER: 05753786 BUSINESS ADDRESS: STREET 1: 100 CROSSING BLVD CITY: FRAMINGHAM STATE: MA ZIP: 01702 BUSINESS PHONE: 5086501300 MAIL ADDRESS: STREET 1: 100 CROSSING BLVD. CITY: FRAMINGHAM STATE: MA ZIP: 01702 FORMER COMPANY: FORMER CONFORMED NAME: NATURAL MICROSYSTEMS CORP DATE OF NAME CHANGE: 19931207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sidus Investment Management LLC CENTRAL INDEX KEY: 0001300579 IRS NUMBER: 134099498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 767 THIRD AVE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-751-6644 MAIL ADDRESS: STREET 1: 767 THIRD AVE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 sim344664-13g.htm SCHEDULE 13G

CUSIP No. 629428105

  

Page 1 of 15 Pages

 

SEC 1745 (02-02): Potential persons who are to 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.
 
 

OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
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
 
 

NMS Communications Corporation
(Name of Issuer)
 
 

Common Stock
(Title of Class of Securities)
 
 

629428105
(CUSIP Number)
 
 

April 5, 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:
 

[ ]

Rule 13d-1(b)

[x]

Rule 13d-1(c)

[ ]

Rule 13d-1(d)
 

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.

CUSIP No. 629428105

  

Page 2 of 15 Pages

 

1

NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Sidus Investment Partners, L.P.
Tax I.D.#:13-4100882

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
                                                                                                                (b) [   ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,390,300

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,390,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5.05%

10

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

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.05%

12

TYPE OF REPORTING PERSON

PN

CUSIP No. 629428105

  

Page 3 of 15 Pages

1

NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Sidus Investments, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
                                                                                                                (b) [   ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

CAYMAN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,390,300

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,390,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5.05%

10

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

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.05%

12

TYPE OF REPORTING PERSON

OO

 

CUSIP No. 629428105

  

Page 4 of 15 Pages

 

  

 

1

NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Sidus Investment Management, LLC 1
13-4099498

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
                                                                                                               (b) [   ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,390,300

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,390,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5.05%

10

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

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.05%

12

TYPE OF REPORTING PERSON
CO

1

Sidus Investment Management, LLC beneficially owns less than 5% of the Common Stock of NMS Communications Corporation for the benefit of a managed account advised by Sidus Investment Management, LLC.

CUSIP No. 629428105

  

Page 5 of 15 Pages

 

1

NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Al Tobia

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
                                                                                                                (b) [   ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,390,300

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,390,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5.05%

10

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

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.05%

12

TYPE OF REPORTING PERSON

IN

CUSIP No. 629428105

  

Page 6 of 15 Pages

 

1

NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Mike Barone

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
                                                                                                                (b) [   ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,390,300

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,390,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5.05%

10

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

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.05%

12

TYPE OF REPORTING PERSON

IN

CUSIP No. 629428105

  

Page 7 of 15 Pages
     
     

Item 1.

(a).

Name of Issuer: NMS COMMUNICATIONS CORPORATION
     
 

(b).

Address of Issuer's Principal Executive Offices:
     
   

100 Crossing Boulevard
   

Framingham, Massachusetts 01702
     

Item 2.

(a).

Name of Persons Filing:
     

                                   This Statement is being filed jointly by (i) Sidus Investment Partners, L.P., a Delaware limited partnership ("Sidus Partners"); (ii) Sidus Investments Ltd., a Cayman Islands exempted corporation, ("Sidus Investments"); (iii) Sidus Investment Management, LLC, a Delaware limited liability company, which serves as investment manager to Sidus Partners, Sidus Investments, and a certain managed account which is a beneficial owner of shares (the "Manager"); and (iv) Messrs. Al Tobia and Mike Barone, who serve as the managing members of the Manager. Sidus Partners, Sidus Investments, the Manager, and Messrs. Tobia and Barone are sometimes also referred to herein individually as a "Reporting Person" and collectively as "Reporting Persons".
     
 

(b).

Address of Principal Business Office for Each of the Above:
     

                                                    (i)    Sidus Investment Partners, L.P. -- The address of Sidus Partners' principal business office is 767 Third Avenue, 15th Floor, New York, New York, 10017.
     

                                                    (ii)    Sidus Investments, Ltd. -- The address of Sidus Investments' principal business office is 767 Third Avenue, 15th Floor, New York, New York, 10017.
     

                                                    (iii)    Sidus Investment Management, LLC -- The address of the Manager's principal business office is 767 Third Avenue, 15th Floor, New York, New York, 10017.
     

                                                    (iv)    Al Tobia -- Mr. Al Tobia's principal business office is 767 Third Avenue, 15th Floor, New York, New York, 10017.
     

                                                    (v)    Mike Barone -- Mr. Mike Barone's principal business office is 767 Third Avenue, 15th Floor, New York, New York, 10017
     
 

(c).

Citizenship or Place of Organization:
     

                                                    Sidus Partners and the Manager are organized under the laws of the State of Delaware. Sidus Investments is an exempted company incorporated under the laws of the Cayman Islands. Messrs. Tobia and Barone are citizens of the United States.
     
 

(d).

Title of Class of Securities: Common Stock
     
 

(e).

CUSIP Number: 629428105

 

     

CUSIP No. 629428105

  

Page 8 of 15 Pages

 

Item 3.

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 Exchange Act;
 

(b)

[ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
 

(c)

[ ] Insurance company as defined in Section 3(a)(19) of 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 associations 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 of 1940;
 

(j)

[ ]Group, in accordance with Rule 13d-1(b)(1) (ii)(J).
     

Item 4.

Ownership.
     
 

(a).

Amount beneficially owned:
     
 

(i)

Sidus Investment Partners, L.P.

2,390,300
     
 

(ii)

Sidus Investments, Ltd.

2,390,300
     
 

(iii)

Sidus Investment Management, LLC (2)

2,390,300
     
 

(iv)

Al Tobia(3)

2,390,300
     
 

(v)

Mike Barone(4)

2,390,300
     

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

(2) Sidus Investment Management, LLC is the investment manager of Sidus Investment Partners, L.P. and Sidus Investments, Ltd., subject to the overall control of the managing members, Al Tobia and Mike Barone, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

(3) Al Tobia is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

(4) Mike Barone is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

 

 

CUSIP No. 629428105

  

Page 9 of 15 Pages

 

 

(b).

Percentage of class:
     
 

(i)

Sidus Investment Partners, L.P.

5.05%
     
 

(ii)

Sidus Investments, Ltd.

5.05%
     
 

(iii)

Sidus Investment Management, LLC(5)

5.05%
     
 

(iv)

Al Tobia(6)

5.05%
     
 

(v)

Mike Barone(7)

5.05%
     
 

(c).

Number of shares as to which such person has:
     
 

(1)

Sole power to vote or to direct the vote:
     
 

(i)

Sidus Investment Partners, L.P.

0
     
 

(ii)

Sidus Investments, Ltd.

0
     
 

(iii)

Sidus Investment Management, LLC(8)

0
     
 

(iv)

Al Tobia(9)

0
     
 

(v)

Mike Barone(10)

0

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

(5) Sidus Investment Management, LLC is the investment manager of Sidus Investment Partners, L.P. and Sidus Investments, Ltd., subject to the overall control of the managing members, Al Tobia and Mike Barone, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

(6) Al Tobia is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

(7) Mike Barone is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

(8) Sidus Investment Management, LLC is the investment manager of Sidus Investment Partners, L.P. and Sidus Investments, Ltd., subject to the overall control of the managing members, Al Tobia and Mike Barone, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

(9) Al Tobia is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

(10) Mike Barone is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

CUSIP No. 629428105

  

Page 10 of 15 Pages

 

 

(2)

Shared power to vote or to direct the vote:
       
 

(i)

Sidus Investment Partners, L.P.

2,390,300
       

 

(ii)

Sidus Investments, Ltd.

2,390,300
       
 

(iii)

Sidus Investment Management, LLC

2,390,300
       
 

(iv)

Al Tobia

2,390,300
       
 

(v)

Mike Barone

2,390,300
       
 

(3)

Sole power to dispose or to direct the disposition of:
       
 

(i)

Sidus Investment Partners, L.P.

0
       
 

(ii)

Sidus Investments, Ltd.

0
       
 

(iii)

Sidus Investment Management, LLC(11)

0
       
 

(iv)

Al Tobia(12)

0
       
 

(v)

Mike Barone(13)

0
       
 

(4)

Shared power to dispose or to direct the disposition of:
       
 

(i)

Sidus Investment Partners, L.P.

2,390,300
       
 

(ii)

Sidus Investments, Ltd.

2,390,300
       
 

(iii)

Sidus Investment Management, LLC

2,390,300
       
 

(iv)

Al Tobia

2,390,300
       
 

(v)

Mike Barone

2,390,300

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

11 Sidus Investment Management, LLC is the investment manager of Sidus Investment Partners, L.P. and Sidus Investments, Ltd., subject to the overall control of the managing members, Al Tobia and Mike Barone, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

12 Al Tobia is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

13 Mike Barone is a managing member of Sidus Investment Management, LLC, and thus could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

 

CUSIP No. 629428105

  

Page 11 of 15 Pages

ITEM 5.  Ownership of Five Percent or Less of a Class:  

Not Applicable.

ITEM 6.  Ownership of More than Five Percent on Behalf of Another Person:

The Shares owned by Sidus Partners, Sidus Investments, the Manager, and Messrs. Al Tobia and Mike Barone are beneficially owned by Sidus Partners, Sidus Investments, and the Manager (on behalf of a certain managed account advise by the Manager). Sidus Partners, Sidus Investments, the Manager, and Messrs. Al Tobia and Mike Barone individually beneficially own less than 5% of the Shares. Each of Sidus Partners, Sidus Investments, the Manager, and Messrs. Al Tobia and Mike Barone may be deemed to possess the power to vote and dispose or direct the disposition of the Shares.

ITEM 7.  Identification and Classification of Subsidiaries which Acquired the Security Being Reported on by the Parent Holding Company:

Not Applicable.  

ITEM 8.  Identification and Classification of Members of the Group:

See Item 2.

ITEM 9. Notice of Dissolution of Group:

Not Applicable.

CUSIP No. 629428105

  

Page 12 of 15 Pages

 

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.

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.
   

SIDUS INVESTMENT PARTNERS, L.P.
     

Date: April 15, 2005

  

By: /s/ Al Tobia                                     
   

       Al Tobia, managing member of Sidus
       Investment Management, LLC,
       the investment manager
     
   

By: /s/ Mike Barone                               
   

       Mike Barone, managing member of Sidus
       Investment Management, LLC,
       the investment manager
     
   

SIDUS INVESTMENTS, LTD.
     

Date: April 15, 2005

  

By: /s/ Al Tobia                                     
   

       Al Tobia, managing member of Sidus
       Investment Management, LLC,
       the investment manager
     
   

By: /s/ Mike Barone                               
   

       Mike Barone, managing member of Sidus
       Investment Management, LLC,
       the investment manager
     
     
   

SIDUS INVESTMENT management, llc
     

Date: April 15, 2005

  

By: /s/ Al Tobia                              
   

       Al Tobia, managing member
     
   

By: /s/ Mike Barone                        
   

       Mike Barone, managing member

 

CUSIP No. 629428105

  

Page 13 of 15 Pages

 

   

AL TOBIA
     

Date: April 15, 2005

  

By: /s/ Al Tobia                             
     
   

MIKE BARONE
     

Date: April 15, 2005

  

By: /s/ Mike Barone                       

 

CUSIP No. 629428105   Page 14 of 15 Pages

 

  

 
EXHIBIT 1 -- AGREEMENT OF JOINT FILING

        In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

        IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 15th day of April, 2005.
   

SIDUS INVESTMENT PARTNERS, L.P.
     

Date: April 15, 2005

  

By: /s/ Al Tobia                                     
   

       Al Tobia, managing member of Sidus
       Investment Management, LLC,
       the investment manager
     
   

By: /s/ Mike Barone                               
   

       Mike Barone, managing member of Sidus
       Investment Management, LLC,
       the investment manager
     
   

SIDUS INVESTMENTS, LTD.
     

Date: April 15, 2005

  

By: /s/ Al Tobia                                     
   

       Al Tobia, managing member of Sidus
       Investment Management, LLC,
       the investment manager
     
   

By: /s/ Mike Barone                               
   

       Mike Barone, managing member of Sidus
       Investment Management, LLC,
       the investment manager
     
     
   

SIDUS INVESTMENT MANAGEMENT, LLC
     

Date: April 15, 2005

  

By: /s/ Al Tobia                              
   

Al Tobia, managing member
     
   

By: /s/ Mike Barone                        
   

Mike Barone, managing member
 

CUSIP No. 629428105

  

Page 15 of 15 Pages

 

   

AL TOBIA
     

Date: April 15, 2005

  

By: /s/ Al Tobia                             
     
   

MIKE BARONE
     

Date: April 15, 2005

  

By: /s/ Mike Barone                       
     
-----END PRIVACY-ENHANCED MESSAGE-----