-----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, BHQmmzMd6dGFP8GMz1K/mVgeqw/xugzY5dQ57NjSns6ZK2cOvPAUcoq0NACD9Uky 9BFbWLjHO8jMC6+bH/KClg== 0001144204-10-040464.txt : 20100730 0001144204-10-040464.hdr.sgml : 20100730 20100730171435 ACCESSION NUMBER: 0001144204-10-040464 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100730 DATE AS OF CHANGE: 20100730 GROUP MEMBERS: DAVID A. SACKLER GROUP MEMBERS: MICHAEL M. ROTHENBERG GROUP MEMBERS: MOAB PARTNERS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KSW INC CENTRAL INDEX KEY: 0001004125 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES [5070] IRS NUMBER: 113191686 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45951 FILM NUMBER: 10981978 BUSINESS ADDRESS: STREET 1: 37-16 23RD ST CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 BUSINESS PHONE: 7183616500 MAIL ADDRESS: STREET 1: 37-16 23RD STREET CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Moab Capital Partners LLC CENTRAL INDEX KEY: 0001377817 IRS NUMBER: 204093001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 15 EAST 62ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 981-2646 MAIL ADDRESS: STREET 1: 15 EAST 62ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 v192014_sc13d-a.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*

KSW, Inc.
(Name of Issuer)
 
Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
 
48268R-10-6
(CUSIP Number)
 
Richard A. Silberberg
Moab Capital Partners, LLC
15 East 62nd Street
New York, NY  10065
(212) 981-2645
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
July 16, 2010
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.

* 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 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. 616900106

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Moab Capital Partners, LLC              20-4093001
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) |_|
(b) |_|
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
 
|_|
6.
Citizenship or Place of Organization
 
Delaware
Number of Shares Bene-ficially Owned
by Each Reporting Person With
7.
Sole Voting Power
 
519,847
8.
Shared Voting Power
 
 
9.
Sole Dispositive Power
 
519,847
10.
Shared Dispositive Power
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
519,847
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 (See Instructions)
|_|
13.
Percent of Class Represented by Amount in Row (11)
 
8.3%
14.
Type of Reporting Person (See Instructions)
 
IA
 
 
 
 

CUSIP No. 616900106

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Moab Partners, LP          20-4092810
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) |_|
(b) |_|
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
 
|_|
6.
Citizenship or Place of Organization
 
Delaware
Number of Shares Bene-ficially Owned
by Each Reporting Person With
7.
Sole Voting Power
 
519,847
8.
Shared Voting Power
 
 
9.
Sole Dispositive Power
 
519,847
10.
Shared Dispositive Power
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
519,847
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 (See Instructions)
|_|
13.
Percent of Class Represented by Amount in Row (11)
 
8.3%
14.
Type of Reporting Person (See Instructions)
 
PN


 
 
 

CUSIP No. 616900106

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Michael M. Rothenberg
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) |_|
(b) |_|
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
 
|_|
6.
Citizenship or Place of Organization
 
United States of America
Number of Shares Bene-ficially Owned
by Each Reporting Person With
7.
Sole Voting Power
 
519,847
8.
Shared Voting Power
 
 
9.
Sole Dispositive Power
 
519,847
10.
Shared Dispositive Power
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
519,847
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 (See Instructions)
|_|
13.
Percent of Class Represented by Amount in Row (11)
 
8.3%
14.
Type of Reporting Person (See Instructions)
 
IN, HC


 
 
 

CUSIP No. 616900106

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
David A. Sackler
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) |_|
(b) |_|
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
 
|_|
6.
Citizenship or Place of Organization
 
United States of America
Number of Shares Bene-ficially Owned
by Each Reporting Person With
7.
Sole Voting Power
 
519,847
8.
Shared Voting Power
 
 
9.
Sole Dispositive Power
 
519,847
10.
Shared Dispositive Power
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
519,847
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 (See Instructions)
|_|
13.
Percent of Class Represented by Amount in Row (11)
 
8.3%
14.
Type of Reporting Person (See Instructions)
 
IN, HC


 
 
 
 
Item 1.
Security and Issuer
   
 
This Amendment No. 4 to Schedule 13D (the "Amendment") relates to the Common Shares, $0.01 par value (the “Shares”), of KSW, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 37-16 23rd Street, Long Island City, New York, 11101.
   
Item 2.
Identity and Background
   
 
(a)       This Amendment is being filed on behalf of Moab Capital Partners, LLC (“Moab LLC”); Moab Partners, L.P. (“Moab L.P.”); Mr. Michael M. Rothenberg and Mr. David A Sackler (collectively, the “Reporting Persons”, and each, a “Reporting Person”).
 
(b)       The address of each Reporting Person is 15 East 62nd Street, New York, NY  10065.
 
(c)       (i)    The principal business of Moab LLC is to act as the investment manager for Moab, L.P. and its affiliated private investment funds.
 
   (ii)   The principal business of Moab L.P. is investing in event-driven securities, often as an activist shareholder or bondholder.
 
   (iii)  The principal occupation of each of Messrs. Rothenberg and Sackler is managing member of Moab LLC.
 
(d)       None.
 
(e)       None.
 
(f)       (i)   Moab LLC is a Delaware limited liability company.
 
  (ii)   Moab L.P. is a Delaware limited partnership.
 
  (iii)  Messrs. Rothenberg and Sackler are each United States citizens.
   
Item 3.
Source and Amount of Funds or Other Consideration
   
 
Moab L.P. effects transactions in securities primarily through margin accounts maintained with Jefferies & Co. and JP Morgan Securities Corp., which may extend margin credit to Moab L.P. as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firm’s credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account.


 
 
 


Item 4.
Purpose of Transaction
   
 
The purpose of the sale of the Shares was and is for investment purposes, and the sale of the Shares by the Reporting Persons were made in the ordinary course of business.  Subject to market conditions and other factors, the Reporting Persons may purchase additional Shares, maintain their present ownership of Shares or sell some or all of the Shares.
 
Except as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.
   
Item 5.
Interest in Securities of the Issuer
   
 
(a)      Moab L.P. owns 519,847 shares of Common Stock (the “Shares”).  Because Moab LLC has sole voting and investment power over Moab L.P.’s security holdings, and Messrs. Rothenberg and Sackler, in their roles as the Managers of Moab LLC, control its voting and investment decisions, each of Moab L.P., Moab LLC, and Messrs. Rothenberg and Sackler may be deemed to have beneficial ownership of the Shares owned of record by Moab L.P., which represent approximately 8.3% of the outstanding Shares.
 
All ownership percentages are calculated based on 6,289,725 shares of Common Stock outstanding as of May 10, 2010 as reported in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarterly period ended March 10, 2010, as filed with the Securities and Exchange Commission on May 11, 2010.
 
Messrs. Rothenberg and Sackler disclaim beneficial ownership of such Shares.
 
 (b)      With respect to all of the Shares that are held by Moab L.P., Messrs. Rothenberg and Sackler have the sole power to vote and dispose or direct the disposition of the Shares.
   
 
(c)      Transactions effected in Shares that have taken place in the past sixty days are attached as Exhibit B.
 
(d)      Except as described above, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
 
(e)      Not applicable.
   
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
   
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
   
Item 7.
Material to Be Filed as Exhibits
   
 
Joint filing agreement pursuant to Rule 13d-1(k), attached as Exhibit A.


 
 
 

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.
 
Date: July 30, 2010
 
Moab Partners, L.P.
By: Moab Capital Partners, LLC,
its General Partner
 
By: /s/Michael M. Rothenberg                   
       Michael M. Rothenberg, Managing Director
 
 
Moab Capital Partners, LLC
 
By: /s/Michael M. Rothenberg                   
       Michael M. Rothenberg, Managing Director
 

/s/Michael M. Rothenberg                   
     Michael M. Rothenberg
 

/s/David A. Sackler                   
     David A. Sackler
 

 
 
 


Exhibit A
 
Joint Filing Agreement Pursuant to Rule 13d-1
 
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.”  The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings.  The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

Date:  July 30, 2010

 
Moab Partners, L.P.
By: Moab Capital Partners, LLC,
its General Partner
 
By: /s/Michael M. Rothenberg                    
      Michael M. Rothenberg, Managing Director
 
 
Moab Capital Partners, LLC
 
By: /s/Michael M. Rothenberg                   
       Michael M. Rothenberg, Managing Director
 

/s/Michael M. Rothenberg                    
     Michael M. Rothenberg

 
/s/David Sackler                   
     David A. Sackler
 
 
 
 


Exhibit B

Moab L.P. transactions in the Shares during the past 60 days.

Trade Date
 
Number of Shares Purchased (Sold)
Price Per Share
(Excluding Commission)
07/16/2010
(20,000)
2.90
07/26/2010
(4,548)
2.87
07/27/2010
(20,000)
2.95


 

 
 
 

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