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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Meade Instruments Corp. (MM) | NASDAQ:MEAD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.52 | 0 | 01:00:00 |
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
TEL-INSTRUMENT ELECTRONICS CORP.
(Title of Class of Securities)
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.
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 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).
================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hummingbird Management, LLC IRS No. 13-4082842 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 84,644 OWNED BY EACH REPORTING |
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
-0- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,644 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.24% % -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO ================================================================================ ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paul D. Sonkin -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 84,644 OWNED BY EACH REPORTING |
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
-0- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,644 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.24% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ================================================================================ ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Hummingbird Capital, LLC
-------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 84,644 OWNED BY EACH REPORTING |
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
-0- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,644 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.24% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ================================================================================ ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hummingbird Value Fund, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 84,644 OWNED BY EACH REPORTING |
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
-0- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,644 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.24% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON LP ================================================================================ |
The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D").
ITEM 1 SECURITY AND ISSUER
Title of Class of Securities
Common Stock $.10 par value
(the "Shares")
Name and Address of Issuer
TEL-INSTRUMENT ELECTRONICS CORP.
(the "Company"or the "Issuer")
One Branca Road East Rutherford NJ 07073
ITEM 2 IDENTITY AND BACKGROUND
(a) This statement is filed by:
(i) Hummingbird Value Fund, L.P., a Delaware limited partnership
("Hummingbird Value"), with respect to the Shares directly and
beneficially owned by it;
(iii) Hummingbird Management, LLC, a Delaware limited liability company ("Hummingbird Management"), who serves as the investment manager of Hummingbird Value;
(iv) Hummingbird Capital, LLC, a Delaware limited liability company
("Hummingbird Capital"), who serves a
s the general partner of Hummingbird Value; and
(v) Paul D. Sonkin ("Mr. Sonkin"), who serves as the managing
member of each of Hummingbird Management and Hummingbird Capital;
Each of the foregoing is referred to as a "Reporting Person" and
collectively as the "Reporting Persons." Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further
described in Item 6. Accordingly, the Reporting Persons are hereby filing
a joint Schedule 13D.
(b) The address of the principal office of each of the Reporting
Persons is 575 Madison Avenue, New York, New York 10022.
(c) The principal
business of Hummingbird Management is serving as the investment
manager of Hummingbird Value. The principal
business of Hummingbird Capital is serving as the general partner
of Hummingbird Value. The principal occupation of Mr. Sonkin is
serving as the managing member of each of Hummingbird
Management and Hummingbird
Capital.
(d) No Reporting Person has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) No Reporting Person has, during the last five years,
been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Mr. Sonkin is a citizen of the United States of America.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Shares purchased by Hummingbird Value were purchased with
working capital (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business) in open market
purchases, except as otherwise noted, as set forth in Schedule A,
which is incorporated by reference herein. The aggregate purchase
cost of the 84,644 Shares beneficially owned in the aggregate by
Hummingbird Value is approximately $289,740,
excluding brokerage commissions.
ITEM 4 PURPOSE OF TRANSACTION
The Reporting Persons purchased the Shares based on their belief
that the Shares, when purchased, were undervalued and represented an
attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the Reporting
Persons, and the availability of Shares at prices that would make
the purchase of additional Shares desirable, the Reporting Persons
may endeavor to increase their respective positions in the Issuer
through, among other things, the purchase of Shares on the open
market or in private transactions or otherwise, on such terms and
at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which
would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D except as
set forth herein or such as would occur upon completion of any
of the actions discussed above. The Reporting Persons intend to
review their respective investments in the Issuer on a continuing
basis and engage in discussions with management, the Board of
Directors, shareholders and franchisees of the Issuer concerning
the business, operations and future plans of the Issuer. Depending
on various factors including, without limitation, the Issuer's
financial position and investment strategy, the price levels of the
Shares, conditions in the securities markets and general economic
and industry conditions, the Reporting Persons may in the future
take such actions with respect to their respective investments in
the Issuer as they deem appropriate including, without limitation,
communications with management and the Board of the Issuer,
engaging in discussions with third parties about the Issuer
and the Reporting Persons' investment, seeking Board
representation, making proposals to the Issuer concerning
changes to the capitalization, ownership structure or
operations of the Issuer, purchasing additional Shares,
selling some or all of their Shares, engaging in short
selling of or any hedging or similar transaction with
respect to the Shares or changing their intention with
respect to any and all matters referred to in Item 4.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 2,851,105 Shares outstanding as of November 14, 2012 which is the total number of Shares outstanding as reported in the Issuer's quarterly report on Form 10Q, filed with the Securities and Exchange Commission on November 14, 2012. As of the close of business on December 7, 2012, Hummingbird Value directly owned 84,644 Shares, constituting approximately 3.24% of the Shares outstanding. As the investment manager of Hummingbird Value, Hummingbird Management may be deemed to beneficially own the 84,644 Shares owned by Hummingbird Value, constituting approximately 3.24% of the Shares outstanding. As the general partner of Hummingbird Value, Hummingbird Capital may be deemed to beneficially own the 84,644 Shares owned by Hummingbird Value, constituting approximately 3.24% of the Shares outstanding.
Mr. Sonkin, as the managing member of each of Hummingbird
Management and Hummingbird Capital, who serve as the
investment manager and general partner,
of Hummingbird Value, may be deemed
to beneficially own the 84,644 Shares owned in the
aggregate by Hummingbird Value.
(b) By virtue of his position with Hummingbird Management and Hummingbird Capital, Mr. Sonkin has the sole power to vote and dispose of the Shares beneficially owned by Hummingbird Value.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market, unless indicated otherwise.
(d) No person other than the Reporting Persons is
known to have the right to receive, or the power to
direct the receipt of dividends from, or proceeds
from the sale of, the Shares.
(e) Not applicable.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person, except to the extent of its or his pecuniary interest therein.
ITEM 6 Inapplicable
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit Exhibit No. Description --- --------------------------------------------------------------- 1 Joint Filing Agreement dated December 10, 2012 by and among Hummingbird Management, LLC, Hummingbird Value Fund, L.P., Hummingbird Capital, LLC, and Paul Sonkin. |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: December 10, 2012 HUMMINGBIRD MANAGEMENT, LLC By: /s/ Paul D. Sonkin --------------------------------- Name: Paul D. Sonkin Title: Managing Member /s/ Paul D. Sonkin ------------------------------------- PAUL D. SONKIN HUMMINGBIRD VALUE FUND, L.P. By: Hummingbird Capital, LLC By: /s/ Paul D. Sonkin --------------------------------- Name: Paul D. Sonkin Title: Managing Member |
HUMMINGBIRD CAPITAL, LLC
By: /s/ Paul D. Sonkin --------------------------------- Name: Paul D. Sonkin Title: Managing Member By: /s/ Paul D. Sonkin --------------------------------- Name: Paul D. Sonkin |
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement
on Schedule 13D dated December 10, 2012,
(including amendments thereto) with respect to the Common Stock of
Meade Instrument Corp. This Joint Filing Agreement shall be filed as an Exhibit
to such Statement.
Dated: December 10, 2012 HUMMINGBIRD MANAGEMENT, LLC By: /s/ Paul D. Sonkin --------------------------------- Name: Paul D. Sonkin Title: Managing Member /s/ Paul D. Sonkin ------------------------------------- PAUL D. SONKIN HUMMINGBIRD VALUE FUND, L.P. By: Hummingbird Capital, LLC By: /s/ Paul D. Sonkin --------------------------------- Name: Paul D. Sonkin Title: Managing Member HUMMINGBIRD CAPITAL, LLC By: /s/ Paul D. Sonkin --------------------------------- Name: Paul D. Sonkin Title: Managing Member By: /s/ Paul D. Sonkin --------------------------------- Name: Paul D. Sonkin |
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