-----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, BBbZyoDZ1I0kOj1xk3qP66lYjUHrUDw5HSp35yzhh2mzaj0JeJbVq71R+bxV4+xj BNjBJPPpEjG2J+nVCdPXBQ== 0000905608-04-000057.txt : 20041228 0000905608-04-000057.hdr.sgml : 20041228 20041228142219 ACCESSION NUMBER: 0000905608-04-000057 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041223 FILED AS OF DATE: 20041228 DATE AS OF CHANGE: 20041228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOYAH LEVERAGE PARTNERS L P CENTRAL INDEX KEY: 0001054503 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17249 FILM NUMBER: 041228224 BUSINESS ADDRESS: STREET 1: 601 W MAIN AVE STREET 2: SUITE 600 CITY: SPOKANE STATE: WA ZIP: 99201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOYAH PARTNERS L P CENTRAL INDEX KEY: 0001054506 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17249 FILM NUMBER: 041228223 BUSINESS ADDRESS: STREET 1: 601 W MAIN AVE STREET 2: SUITE 600 CITY: SPOKANE STATE: WA ZIP: 99201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIMMONS JAMES M CENTRAL INDEX KEY: 0001238466 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17249 FILM NUMBER: 041228226 BUSINESS ADDRESS: STREET 1: ICM ASSET MANAGEMENT INC STREET 2: 601 W. MAIN AVENUE CITY: SPOKANE STATE: WA ZIP: 99201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOYAH VENTURES LLC CENTRAL INDEX KEY: 0001059618 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17249 FILM NUMBER: 041228225 BUSINESS ADDRESS: STREET 1: 601 W MAIN AVE STREET 2: SUITE 600 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 5094553588 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AURA SYSTEMS INC CENTRAL INDEX KEY: 0000826253 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 954106894 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 BUSINESS ADDRESS: STREET 1: 2335 ALASKA AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3106435300 MAIL ADDRESS: STREET 1: 2335 ALASKA AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICM ASSET MANAGEMENT INC/WA CENTRAL INDEX KEY: 0000905608 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17249 FILM NUMBER: 041228227 BUSINESS ADDRESS: STREET 1: 601 W MAIN AVE STREET 2: SUITE 600 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 5094553588 MAIL ADDRESS: STREET 1: 601 W MAIN AVE STREET 2: STE 600 CITY: SPOKANE STATE: WA ZIP: 99201 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2004-12-23 0 0000826253 AURA SYSTEMS INC AURA 0000905608 ICM ASSET MANAGEMENT INC/WA 601 W MAIN AVE STE 600 SPOKANE WA 99201 0 0 1 1 See Note 8 0001238466 SIMMONS JAMES M 601 W. MAIN AVE., SUITE 600 SPOKANE WA 99201 0 0 1 1 See Note 8 0001059618 KOYAH VENTURES LLC 601 W. MAIN AVE., SUITE 600 SPOKANE WA 99201 0 0 1 1 See Note 8 0001054503 KOYAH LEVERAGE PARTNERS L P 601 W. MAIN AVE., SUITE 600 SPOKANE WA 99201 0 0 1 1 See Note 8 0001054506 KOYAH PARTNERS L P 601 W. MAIN AVE., SUITE 600 SPOKANE WA 99201 0 0 1 1 See Note 8 Convertible Promissory Note 0 2004-12-23 4 P 0 1 210000 A 2004-12-23 2005-08-19 Common Stock 19687500 1 I See Notes 4,5,6 & 7 This zero is a placeholder only that is required by the EDGAR software and should be disregarded. The Convertible Promissory Note (the "Note") is convertible into units ("Units") at a conversion price equal to $1,000 in principal amount per Unit. Each Unit consists of 200 shares of Series B Stock and 12,500 Series B Warrants (the "Warrants"). Each Warrant has a 7 year term and entitles the holder to purchase one share of Common Stock at an exercise price of $0.02 per share. Each holder of a Unit also has an option to purchase an additional one half Unit at a purchase price of $1,000 per Unit (each, an "Option"). Expiration date represents the due date of the Note. The Note is convertible at any time until paid. The amount in Column 7 is the total amount of Common Stock issuable on the conversion of the Note, the conversion of the Series B Stock issuable on the conversion of the Note and the exercise of the Warrants and the Options. The Series B Stock is entitled to dividends at an annual rate of 8% of their purchase price. Dividends are cumulative and accrue quarterly. Dividends are not paid in cash, but accrue and are paid on conversion the Series B Stock through an adjustment to the conversion price thereof. The Reporting Persons are ICM Asset Management, Inc. ("ICM"), a Washington corporation and SEC-registered investment adviser, Koyah Ventures, LLC, a Delaware limited liability company ("Koyah Ventures") and James M. Simmons. ICM is the investment adviser to, and Koyah Ventures is the general partner of, investment limited partnerships. ICM is also the investment adviser to other client accounts. Mr. Simmons is the manager of Koyah Ventures and is the president and majority shareholder of ICM. Mr. Simmons, ICM and Koyah Ventures are filing this Form 4 jointly and constitute a group, but disclaim membership in a group with any other person within the meaning of the Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended. These securities are held directly by an investment limited partnership of which ICM is the investment adviser and Koyah Ventures is the general partner. They are held indireclty by ICM, Koyah Ventures and Mr. Simmons. The Reporting Person disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. Koyah Leverage Partners, L.P. and Koyah Partners, L.P., both Delaware limited partnerships, and collectively, the "Partnerships," each holds more than ten percent of the Issuer's outstanding common stock (the "Common Stock") as described in a Form 3 filed by the Reporting Persons on Septermber 24, 2004, but the Partnerships did not participate in this transaction. The Partnerships are not members of a group, and each expressly disclaims membership in a group, within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1), with any other person. Each Partnership also dislaims that it is the beneficial owner, as defined in Rule 13d-3 under the Exchange Act, of any of the Issuer's securities. Except for the Partnerships, no client account of ICM owns more than ten percent of the outstanding Common Stock. The Common Stock to be issued on conversion of the Series A Preferred Stock and Series B Cumulative Convertible Preferred Stock (the "Series B Stock") and the Warrants are subject to a Registration Rights Agreement effective December 23, 2004, which provides that if by certain specified dates, the Issuer does not file a registration statement with the SEC with respect to such Common Stock, does not appropriately respond to any comments from the SEC on such a registration statement or such a registration statement does not become or is no longer effective, the Company must issue to the Reporting Persons additional warrants to purchase Common Stock on the terms specified in the Registration Rights Agreement. The Issuer's Certificate of Incorporation entitles the holders of the Series B Stock to elect four of the Issuer's directors for as long as the Series B Stock is outstanding. The holders of the Series B Stock have agreed, among other things, to use their best efforts to cause the size of the Issuer's board of directors to remain at seven directors at all times and that Koyah Leverage Partners, L.P. has the right to elect one of the four directors that the holders of the Series B Stock are entitled to elect. Koyah Leverage Partners, L.P. has elected Neal F. Meehan as its designated director. This right to elect one of the Issuer's directors could cause the Reporting Persons to be deemed insiders of the Issuer even if they did not collectively hold more than 10% of the outstanding Common Stock. ICM Asset Management, Inc., By: Robert J. Law, Senior Vice President 2004-12-28 James M. Simmons 2004-12-28 Koyah Ventures, LLC, By: Robert J. Law, Senior Vice President 2004-12-28 Koyah Leverage Partners, L.P., By: Koyah Ventures, LLC, General Partners, By: Robert J. Law, Senior Vice President 2004-12-28 Koyah Partners, L.P., By: Koyah Ventures, LLC, General Partners, By: Robert J. Law, Senior Vice President 2004-12-28 -----END PRIVACY-ENHANCED MESSAGE-----