-----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, MFQvJ0Cof//wD8Xv1+4vJP0jL9GK46qgBSdVHMtQO/BeIbkfV41q/3Odvs4RKKbk f0hXJtXGMzZiN/ltcg65SA== 0001164073-03-000002.txt : 20030103 0001164073-03-000002.hdr.sgml : 20030103 20030103112307 ACCESSION NUMBER: 0001164073-03-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VODAVI TECHNOLOGY INC CENTRAL INDEX KEY: 0000949491 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 860789350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49332 FILM NUMBER: 03502002 BUSINESS ADDRESS: STREET 1: 4717 E. HILTON AVENUE STREET 2: SUITE 400 CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 4804436000 MAIL ADDRESS: STREET 1: 4717 E. HILTON AVENUE STREET 2: SUITE 400 CITY: PHOENIX STATE: AZ ZIP: 85034 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUMMINGBIRD MANAGEMENT LLC CENTRAL INDEX KEY: 0001164073 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 153 E. 53RD ST. STREET 2: 55TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125210974 MAIL ADDRESS: STREET 1: 153 E. 53RD ST. STREET 2: 55TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MORNINGSIDE VALUE INVESTORS LLC DATE OF NAME CHANGE: 20011226 SC 13D/A 1 vtek13da030103.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) AMENDMENT NO. 2 Vodavi Technology, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92857V102 (CUSIP NUMBER) Paul D. Sonkin Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) 153 East 53rd Street New York, New York 10022 212 521-0975 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) December 24, 2002 (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 pages) CUSIP No. 92857V102 13D/A Page 2 of 5 Pages -------- - ----------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) IRS No. 13-4082842 - ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ----------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------- 4 SOURCE OF FUNDS* - ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 477,300 SHARES --------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 477,300 PERSON ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 477,300 - -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.0% - ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------------------------------------------------------------------- (Page 2 of 5 pages) CUSIP No. 92857V102 13D/A Page 3 of 5 Pages AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 2, dated January 3, 2003, to Schedule 13D is filed by the Reporting Person and amends Schedule 13D/A No. 1 as previously filed by the Reporting Person with the Securities and Exchange Commission on December 24, 2002 (the "Schedule 13D/A No. 1"), relating to the common stock (the "Common Stock") of Vodavi Technology, Inc. Items 3 and 5 of the Schedule 13D/A are hereby amended and restated in their entirety, as follows: ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of January 3, 2003, Hummingbird has caused each of HVF and Microcap Fund to invest approximately $493,322 and $246,500, respectively, in the Shares of the Issuer using their respective working capital. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) - (b) As the holder of sole voting and investment authority over the Shares owned by HVF and Microcap Fund, Hummingbird may be deemed, for purposes of Rule 13d-3 to be the beneficial owner of the aggregate amount of 477,300 Shares representing approximately 11.0% of the outstanding shares of the Issuer based upon 4,349,788 shares outstanding as of November 13, 2002, as reported on the latest 10-Q of the Issuer). Hummingbird disclaims any economic interest or beneficial ownership of shares covered by this Statement. Mr. Sonkin is the managing member and the control person of Hummingbird, and for purposes of Rule 13d-3 may be deemed the beneficial owner of the Shares deemed to be beneficially owed by Hummingbird. Thus, Mr. Sonkin may be deemed, for purposes of Rule 13d-3, to be the beneficial owner of 477,300 Shares of the Issuer (11.0% of the outstanding shares). Mr. Sonkin disclaims any economic interest or beneficial ownership of any Shares not held by him individually. (c) Hummingbird caused HVF to effect transactions in the Shares during the past 60 days as set forth below: (Page 3 of 5 pages) CUSIP No. 92857V102 13D/A Page 4 of 5 Pages
AMOUNT OF DATE TYPE SHARES PRICE/SHARE ---- ---- ------ ----------- 11/4/02 open market purchase 100 1.760 11/14/02 open market purchase 5,000 2.024 11/15/02 open market purchase 1,200 1.908 11/20/02 open market purchase 1,600 1.899 11/22/02 open market purchase 2,100 1.819 11/25/02 open market purchase 3,300 1.804 12/23/02 open market purchase 7,900 1.743 12/24/02 open market purchase 400 1.840 12/24/02 open market purchase 45,000 1.750 12/26/02 open market purchase 1,000 1.785 12/27/02 open market purchase 3,500 1.780 12/30/02 open market purchase 1,100 1.739 12/31/02 open market purchase 300 1.790
Hummingbird caused the Microcap Fund to effect transactions in the Shares during the past 60 days as set forth below:
AMOUNT OF DATE TYPE SHARES PRICE/SHARE ---- ---- ------ ----------- 11/25/02 open market purchase 3,000 1.804 12/24/02 open market purchase 80,000 1.750 12/26/0 open market purchase 1,000 1.785 12/27/2 open market purchase 3,500 1.780
(d) Inapplicable. (e) Inapplicable. (Page 4 of 5 pages) CUSIP No. 92857V102 13D/A Page 5 of 5 Pages 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: January 3, 2003 HUMMINGBIRD MANAGEMENT, LLC By: /s/ Paul D. Sonkin -------------------- Name: Paul D. Sonkin Title: Managing Member (Page 5 of 5 pages) -----END PRIVACY-ENHANCED MESSAGE-----