-----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, K6dBV0YHtl6TWrM67j/iZY5z3W5deHYFw6UWaRsgRP8Dtk4IeBt1ah5obHSg1guX y5uYLV3DaowoAuSyQKJOgw== 0001010192-08-000233.txt : 20080915 0001010192-08-000233.hdr.sgml : 20080915 20080915164358 ACCESSION NUMBER: 0001010192-08-000233 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080915 DATE AS OF CHANGE: 20080915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REPASS RANDOLPH K CENTRAL INDEX KEY: 0000937997 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 8317282700 MAIL ADDRESS: STREET 1: 500 WESTRIDGE DRIVE CITY: WATSONVILLE STATE: CA ZIP: 95076 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEST MARINE INC CENTRAL INDEX KEY: 0000912833 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 770355502 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43201 FILM NUMBER: 081071963 BUSINESS ADDRESS: STREET 1: 500 WESTRIDGE DR CITY: WATSONVILLE STATE: CA ZIP: 95076-4100 BUSINESS PHONE: 8317282700 MAIL ADDRESS: STREET 1: 500 WESTRIDGE DRIVE CITY: WATSONVILLE STATE: CA ZIP: 95076 SC 13D/A 1 wm13da-2.txt SCHEDULE 13D/A (R. REPASS) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) Under the Securities Exchange Act of 1934 West Marine, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 954235107 (CUSIP Number) Randolph K. Repass 500 Westridge Drive Watsonville, California 95076 (831) 728-2700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 4, 2008 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. |_| 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).
- -------------------- ---------------------------------------------------------------------------------------------------------- Name of Reporting Person 1 Randolph K. Repass - -------------------- ---------------------------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) |_| (b) |_| - -------------------- ---------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------- ---------------------------------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) PF - -------------------- ---------------------------------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------- ---------------------------------------------------------------------------------------------------------- 6 Citizenship or Place of Organization USA - ---------------------------- -------- ----------------------------------------------------------------------------------------- Number of 7 Sole Voting Power 6,517,363 Shares Beneficially -------- ----------------------------------------------------------------------------------------- Owned by 8 Shared Voting Power 254,600 Each Reporting -------- ----------------------------------------------------------------------------------------- Person With 9 Sole Dispositive Power 6,517,363 -------- ----------------------------------------------------------------------------------------- 10 Shared Dispositive Power 254,600 - -------------------- ---------------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,771,963 - -------------------- ---------------------------------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_| (See Instructions) Not Applicable - -------------------- ---------------------------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 30.8%* - -------------------- ---------------------------------------------------------------------------------------------------------- 14 Type of Reporting Person IN - -------------------- ----------------------------------------------------------------------------------------------------------
* The denominator is based on 22,019,655 shares of common stock outstanding as of August 1, 2008, as stated on the facing page of West Marine's Form 10-Q for the quarter ended June 28, 2008. This Amendment No. 2 (this "Amendment") amends the Schedule 13D filed by Randolph K. Repass on July 30, 2008, as amended (the "Schedule 13D"), with respect to the common stock, par value $0.001 per share, of West Marine, Inc. (the "Issuer") as specifically set forth. Item 5. Interests in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) See Items 11 and 13 of the cover page of this Amendment, which Items are incorporated herein by reference, for the aggregate number of shares and percentage of common stock beneficially owned by Mr. Repass. (b) See Items 7, 8, 9 and 10 of the second page to this Amendment, which Items are incorporated herein by reference, for the aggregate number of shares of common stock beneficially owned by Mr. Repass as to which there is sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition of such shares of common stock. Of the 6,771,963 shares shown as beneficially owned by Mr. Repass, (a) 6,290,763 are held in the name of Randy Repass, TTEE Randolph K. Repass 1996 Revocable Trust dated June 25, 1996, (b) 185,900 are held in the name of Repass-Rodgers Family Foundation, Inc., (c) 26,700 shares are held in trust for his minor son, (d) 14,000 shares in the aggregate held in trusts for the benefit of his grandchildren, and (e) 254,600 shares are held in the name of his wife. Mr. Repass disclaims beneficial ownership of the shares held by his wife. The Repass-Rodgers Family Foundation is a corporation organized under Section 501(c)(3) of the Internal Revenue Code, and neither Mr. Repass, his wife nor any other member of his family has a pecuniary interest in the shares held by the Foundation. The percentage of the common stock set forth in this Item 5 was calculated based upon 22,019,655 shares of common stock outstanding as of August 1, 2008, as stated on the facing page of West Marine's Form 10-Q for the quarter ended June 28, (2008). (c) During the 60-day period ended September 11, 2008, Mr. Repass conducted the following transactions in the Issuer's common stock. Each of the below listed aggregate transactions were purchases made pursuant to a Rule 10b5-1 trading plan. The weighted average purchase prices exclude brokerage commissions paid. Date No. of Shares Weighted Average Purchase Price 08/15/08 13,000 $4.1314 08/18/08 21,700 $4.1529 08/19/08 22,400 $4.1691 08/20/08 20,800 $4.1910 08/21/08 22,400 $4.2465 08/22/08 22,400 $4.2545 08/25/08 18,400 $4.2489 08/26/08 19,700 $4.3202 08/27/08 19,700 $4.3521 08/28/08 10,000 $4.6157 08/29/08 7,800 $4.9843 09/02/08 15,700 $5.6828 09/03/08 5,000 $6.0733 09/04/08 20,800 $6.0366 09/05/08 19,900 $6.1083 09/08/08 21,100 $6.2058 09/09/08 21,067 $6.1929 09/10/08 21,700 $6.1161 09/11/08 21,700 $6.0774 09/12/08 21,700 $6.1442 (d) There is no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer's common stock beneficially owned by Mr. Repass. (e) Not applicable. SIGNATURE After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned Reporting Person certifies that the information set forth in this statement with respect to him is true, complete and correct. Date: September 15, 2008 By /s/ Randolph K. Repass ---------------------- ---------------------------- Randolph K. Repass -----END PRIVACY-ENHANCED MESSAGE-----