-----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, IEr5N88vDmv0erv1o0vpIMvgVPwWz9vdvpxf0JM2rsxmZPxbm6BIH6iMLk4m6LWj O2RiqQVOAkZLEKrVACnaPg== 0001144204-05-022210.txt : 20050721 0001144204-05-022210.hdr.sgml : 20050721 20050721171032 ACCESSION NUMBER: 0001144204-05-022210 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050721 DATE AS OF CHANGE: 20050721 GROUP MEMBERS: TEBO CAPITAL, LLC GROUP MEMBERS: TEBO PARTNERS II, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tumbleson Todd CENTRAL INDEX KEY: 0001332417 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 913-469-0147 MAIL ADDRESS: STREET 1: 12516 ALHAMBRA STREET CITY: LEAWOOD STATE: KS ZIP: 66209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUPER VISION INTERNATIONAL INC CENTRAL INDEX KEY: 0000917523 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 593046866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46999 FILM NUMBER: 05966907 BUSINESS ADDRESS: STREET 1: 8210 PRESIDENTS DRIVE CITY: ORLANDO STATE: FL ZIP: 32809 BUSINESS PHONE: 4078579900 MAIL ADDRESS: STREET 1: 8210 PRESIDENTS DRIVE CITY: ORLANDO STATE: FL ZIP: 32809 SC 13D 1 v022180_sc13d.htm


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No.  )

Super Vision International, Inc.
(Name of Issuer)
 
CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
 
868042 10 2
(CUSIP Number)
 
Jay Weil, Esq.
27 Viewpoint Road
Wayne, New Jersey 07470
Tel. No. (973) 633-5072
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
July 15, 2005
(Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . o

Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to be sent.
 
(Continued on the following pages)

(Page 1 of 9 Pages)

1



CUSIP No. 868042 10 2
 
13D
 
Page 2 of 9 Pages
     

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Tebo Partners II, LLC 20-3022769
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Kansas 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
 
8
SHARED VOTING POWER
 
250,369
 
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
250,369
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
250,369
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.16%
14
TYPE OF REPORTING PERSON*
 
OO
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

2

CUSIP No. 868042 10 2
 
13D
 
Page 3 of 9 Pages
     

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Tebo Capital, LLC 020579912
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Kansas  
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
 
8
SHARED VOTING POWER
 
250,369
 
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
250,369
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
250,369
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.16%
14
TYPE OF REPORTING PERSON*
 
OO
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

3

 
 
CUSIP No. 868042 10 2
 
13D
 
Page 4 of 9 Pages
     

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Todd A. Tumbleson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 
 
8
SHARED VOTING POWER
 
259,201 
 
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
259,201 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
259,201
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.59%
14
TYPE OF REPORTING PERSON*
 
IN
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

4


Item 1. Security and Issuer.

(a) This Statement on Schedule 13D relates to the Class A Common Stock, par value $.001 per share (the "Class A Common Stock"), of Super Vision International, Inc., a Delaware corporation (the "Company").

(b) The principal executive offices of the Company are located at 8210 President’s Drive, Orlando, Florida 32809.

Item 2. Identity and Background.

(a) This Statement on Schedule 13D is being jointly filed by Tebo Partners II, LLC, a Kansas limited liability company (“Tebo Partners”), Tebo Capital, LLC, a Kansas limited liability company (“Tebo Capital”), and Todd A. Tumbleson (“Tumbleson” and collectively with Tebo Partners and Tebo Capital, the "Reporting Persons").

(b) The business address of each of the Reporting Persons is 12516 Alhambra Street, Leawood, Kansas 66209.

(c) Tebo Partners directly owns 250,369 of the shares of Class A Common Stock reported as beneficially owned herein. Tebo Capital is the sole manager of Tebo Partners. Todd Tumbleson is the sole member of Tebo Capital. By virtue of their control over the investment and disposition decisions of Tebo Partners, Tebo Capital and Tumbleson may be deemed to beneficially own all of the securities directly owned by Tebo Partners. In addition, Tumbleson owns jointly with his wife, an additional 8,832 shares of Class A Common Stock of the Company.

(d)-(e) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor during that time has any of the Reporting Persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining the Reporting Person from future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or any finding of any violation with respect to such laws.

(f) Tumbleson is a citizen of the United States of America. Each of Tebo Partners and Tebo Capital is a Kansas limited liability company.

Item 3. Source and Amount of Funds or Other Consideration.

 250,369 shares of the Company’s Class A Common Stock were acquired by the Reporting Persons in a private purchase on July 15, 2005 from Cooper Lighting, Inc. for an aggregate purchase price of $753,014. All of the funds used by Tebo Partners to make the purchase were obtained from equity investments made in Tebo Partners by its members. Tumbleson acquired the 8,832 shares owned by him jointly with his wife with personal funds.

5

 
Item 4. Purpose of Transaction.

The Reporting Persons acquired the all of the shares of Class A Common Stock reported herein as beneficially owned by them for investment purposes only.

Except as set forth herein, no Reporting Person has any plans or proposals which would relate to or result in:

 
(a)
The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

 
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

 
(c)
A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

 
(d)
Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board;

 
(e)
Any material change in the present capitalization or dividend policy of the Company;

 
(f)
Any other material change in the Company's business or corporate structure;

 
(g)
Changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

 
(h)
Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 
(i)
A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

 
(j)
Any action similar to any of those enumerated above.

Each of the Reporting Persons reserves the right from time to time to acquire or dispose of shares of Common Stock, or to formulate other purposes, plans or proposals regarding the Company or securities of the Company held by such Reporting Person to the extent deemed advisable in light of general investment policies, market conditions and other factors.

6

 
Item 5.  Interest in Securities of the Issuer.

(a) As of the date hereof, Tebo Partners and Tebo Capital may be deemed to beneficially own 250,369 shares of the Company's Class A Common Stock representing approximately 12.16% percentage of the Company's outstanding Class A Common Stock and Tumbleson may be deemed to beneficially own 259,201 shares of the Company's Class A Common Stock representing approximately 12.59% percentage of the Company's outstanding Class A Common Stock.

(b) Each of the above Reporting Persons shares the power to vote or to direct the vote of, and the power to dispose or direct the disposition of all of the shares reported as beneficially owned by such Reporting Person

(c) Except as set forth herein, no transactions in the Class A Common Stock were effected during the past sixty days by any of the Reporting Persons.

(d) Not applicable.

(e) Not applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

None

Item 7. Material to be Filed as Exhibits.

 
1.
Joint Filing Agreement among the Reporting Persons, dated July 21, 2005.*


*Filed herewith

7



SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
    July 21, 2005
    (Date)
   
    /s/ Todd A. Tumbleson
    Todd A. Tumbleson
     
     
  TEBO PARTNERS II, LLC
   
  By: Tebo Capital, LLC, Manager
 
 
 
 
 
 
  By:   /s/ Todd A. Tumbleson
 
Todd A. Tumbleson, Member
   
     
  TEBO CAPITAL, LLC
 
 
 
 
 
 
  By:   /s/ Todd A. Tumbleson 
 
Todd Tumbleson, Member
   


8




Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock of Super Vision International, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 21st day of July, 2005.

 
    /s/ Todd A. Tumbleson
    Todd A. Tumbleson
     
     
  TEBO PARTNERS II, LLC
   
  By: Tebo Capital, LLC, Manager
 
 
 
 
 
 
  By:   /s/ Todd A. Tumbleson 
 
Todd A. Tumbleson, Member
   
     
  TEBO CAPITAL, LLC
 
 
 
 
 
 
  By:   /s/ Todd A. Tumbleson 
 
Todd Tumbleson, Member
   

 
9

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