SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Reptron Electronics, Inc.

(Name of Issuer)

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

76026W208

(CUSIP Number)

 

Fati Sadeghi-Nejad, Esq.

General Counsel

QVT Financial LP

527 Madison Avenue, 8th Floor, New York, NY 10022

(212) 705-8888

copies to: Knute J. Salhus, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

399 Park Avenue, New York, NY 10022

(212) 230-8800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 30, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 76026W208      

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

    
              QVT Financial LP  
                11-3694008    
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  
  (a)  ¨  
    (b)  x    
  3.   SEC Use Only  
   
         
  4.   Source of Funds (See Instructions)  
   
                OO    
  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
Beneficially by
Owned by
Each
Reporting
Person
With		     7.  Sole Voting Power
 
              0
    8.  Shared Voting Power
 
              343,559 shares of common stock
    9.  Sole Dispositive Power
 
              0
  10.  Shared Dispositive Power
 
              343,559 shares of common stock
11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
   
                343,559 shares of common stock    
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  
   
         
13.   Percent of Class Represented by Amount in Row (11)  
   
                6.87%    
14.   Type of Reporting Person (See Instructions)  
   
                PN    

 

Page 2 of 9 pages

CUSIP No. 76026W208      

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

    
              QVT Financial GP LLC  
                11-3694007    
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  
  (a)  ¨  
    (b)  x    
  3.   SEC Use Only  
   
         
  4.   Source of Funds (See Instructions)  
   
                OO    
  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
Beneficially by
Owned by
Each
Reporting
Person
With		     7.  Sole Voting Power
 
              0
    8.  Shared Voting Power
 
              343,559 shares of common stock
    9.  Sole Dispositive Power
 
              0
  10.  Shared Dispositive Power
 
              343,559 shares of common stock
11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
   
                343,559 shares of common stock    
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  
   
         
13.   Percent of Class Represented by Amount in Row (11)  
   
                6.87%    
14.   Type of Reporting Person (See Instructions)  
   
                OO    

 

Page 3 of 9 pages

CUSIP No. 76026W208      

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

    
              QVT Fund LP  
                98-0415217    
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  
  (a)  ¨  
    (b)  x    
  3.   SEC Use Only  
   
         
  4.   Source of Funds (See Instructions)  
   
                OO    
  5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  
   
         
  6.   Citizenship or Place of Organization  
   
                Cayman Islands    
Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person
With		     7.  Sole Voting Power
 
              0
    8.  Shared Voting Power
 
              275,744 shares of common stock
    9.  Sole Dispositive Power
 
              0
  10.  Shared Dispositive Power
 
              275,744 shares of common stock
11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
   
                275,744 shares of common stock    
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  
   
         
13.   Percent of Class Represented by Amount in Row (11)  
   
                5.51%    
14.   Type of Reporting Person (See Instructions)  
   
                PN    

 

Page 4 of 9 pages

CUSIP No. 76026W208      

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

    
              QVT Associates GP LLC  
                01-0798253    
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  
  (a)  ¨  
    (b)  x    
  3.   SEC Use Only  
   
         
  4.   Source of Funds (See Instructions)  
   
                OO    
  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
Beneficially by
Owned by
Each
Reporting
Person
With		     7.  Sole Voting Power
 
              0
    8.  Shared Voting Power
 
              275,744 shares of common stock
    9.  Sole Dispositive Power
 
              0
  10.  Shared Dispositive Power
 
              275,744 shares of common stock
11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
   
                275,744 shares of common stock    
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  
   
         
13.   Percent of Class Represented by Amount in Row (11)  
   
                5.51%    
14.   Type of Reporting Person (See Instructions)  
   
                OO    

 

Page 5 of 9 pages

This Amendment No. 1 amends and supplements the Schedule 13D originally filed by QVT Financial LP (“QVT Financial”), QVT Financial GP LLC, QVT Fund LP (the “Fund”) and QVT Associates GP LLC on May 9, 2005 (the “Schedule 13D”), relating to the common stock, $.01 par value per share (the “Common Stock”) of Reptron Electronics, Inc. held by the Fund and a separate discretionary account managed by QVT Financial for Deutsche Bank AG (the “Separate Account”). Except as expressly set forth herein, there have been no changes in the information set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following paragraph:

An additional 5000 shares of Common Stock were purchased by the Fund and the Separate Account on August 30, 2005 for approximately $2000. The source of funds for the purchases was cash available for investment held by the Fund and the Separate Account.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a) and (b). The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. QVT Financial is the investment manager for the Fund, which beneficially owns 275,744 shares of Common Stock. QVT Financial is also the investment manager for the Separate Account, which holds 67,815 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by each of the Fund and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 343,559 shares of Common Stock, consisting of the shares owned by the Fund and the shares held in the Separate Account.

QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial.

The Fund beneficially owns 275,744 shares of Common Stock. QVT Associates GP LLC, as General Partner of the Fund, may be deemed to beneficially own the same number of shares of Common Stock reported by the Fund.

The Covered Persons, as managing members of QVT Financial GP LLC and QVT Associates GP LLC, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial and the Fund.

Each of QVT Financial, QVT Financial GP LLC and the Covered Persons disclaim beneficial ownership of the shares of Common Stock owned by the Fund and the shares of Common Stock held in the Separate Account. QVT Associates GP LLC disclaims beneficial ownership of the shares of Common Stock owned by the Fund, except to the extent of its pecuniary interest therein.

(c) The reported share amounts for QVT Financial, QVT Financial GP LLC, the Fund and QVT Associates GP LLC reflect amounts as of the date of this filing. On August 30, 2005, the Fund purchased 4,151 shares of Common Stock and the Separate Account purchased 849 shares of Common Stock in the open market at a price of $0.39 per share.

None of the reporting persons has effected any transaction relating to the Common Stock during the past 60 days.

(d) Not applicable.

 

Page 6 of 9 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: March 2, 2006

 

QVT FINANCIAL LP   QVT FUND LP
By   QVT Financial GP LLC,   By   QVT Associates GP LLC,
its General Partner   its General Partner

 

By:  

/s/ Daniel Gold

   By:  

/s/ Daniel Gold

Name:   Daniel Gold   Name:   Daniel Gold
Title:   Managing Member   Title:   Managing Member
By:  

/s/ Tracy Fu

   By:  

/s/ Tracy Fu

Name:   Tracy Fu   Name:   Tracy Fu
Title:   Managing Member   Title:   Managing Member
QVT FINANCIAL GP LLC   QVT ASSOCIATES GP LLC
By:  

/s/ Daniel Gold

   By:  

/s/ Daniel Gold

Name:   Daniel Gold   Name:   Daniel Gold
Title:   Managing Member   Title:   Managing Member
By:  

/s/ Tracy Fu

   By:  

/s/ Tracy Fu

Name:   Tracy Fu   Name:   Tracy Fu
Title:   Managing Member   Title:   Managing Member

 

Page 7 of 9 pages

Exhibit 1

Agreement of Joint Filing

Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D/A (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: March 2, 2006

 

QVT FINANCIAL LP   QVT FUND LP
By   QVT Financial GP LLC,   By   QVT Associates GP LLC,
its General Partner   its General Partner

 

By:  

/s/ Daniel Gold

   By:  

/s/ Daniel Gold

Name:   Daniel Gold   Name:   Daniel Gold
Title:   Managing Member   Title:   Managing Member
By:  

/s/ Tracy Fu

   By:  

/s/ Tracy Fu

Name:   Tracy Fu   Name:   Tracy Fu
Title:   Managing Member   Title:   Managing Member
QVT FINANCIAL GP LLC   QVT ASSOCIATES GP LLC
By:  

/s/ Daniel Gold

   By:  

/s/ Daniel Gold

Name:   Daniel Gold   Name:   Daniel Gold
Title:   Managing Member   Title:   Managing Member
By:  

/s/ Tracy Fu

   By:  

/s/ Tracy Fu

Name:   Tracy Fu   Name:   Tracy Fu
Title:   Managing Member   Title:   Managing Member

 

Page 8 of 9 pages

Appendix A

Covered Persons

 

Name of Covered Person

   

Principal Business Address

   

Principal Occupation

Daniel Gold

   

QVT Financial LP

527 Madison Avenue, 8th Floor

New York, New York 10022

    Investment Management

Lars Bader

   

QVT Financial LP

527 Madison Avenue, 8th Floor

New York, New York 10022

    Investment Management

Nicholas Brumm

   

QVT Financial LP

527 Madison Avenue, 8th Floor

New York, New York 10022

    Investment Management

Tracy Fu

   

QVT Financial LP

527 Madison Avenue, 8th Floor

New York, New York 10022

    Investment Management

 

Page 9 of 9 pages