SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
SI TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
783978109
(CUSIP Number)
Kenneth D. Heller
Cannell Capital Management
600 California Street, San Francisco, California 94108
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 11, 2000
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
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).
(Continued on following page(s))
Page 1 of 9 Pages
CUSIP No. 783978109 13D Page 2 of 9 Pages
(1) Names of Reporting Persons.
J. CARLO CANNELL D/B/A CANNELL CAPITAL MANAGEMENT
S.S. or I.R.S. Identification Nos. of Above Persons
(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
(3) SEC Use Only
(4) Source of Funds
00
(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
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting
Person With (8) Shared Voting Power
959,680
(9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
959,680
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
959,680
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
25.89%
(14) Type of Reporting Person
IA
CUSIP No. 783978109 13D Page 3 of 9 Pages
(1) Names of Reporting Persons.
THE CUTTYHUNK FUND LIMITED
S.S. or I.R.S. Identification Nos. of Above Persons
(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
(3) SEC Use Only
(4) Source of Funds
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
BERMUDA
Number of Shares (7) Sole Voting Power
Beneficially Owned 479,840
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
-0-
(9) Sole Dispositive Power
479,840
(10) Shared Dispositive Power
-0-
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
959,680
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
25.89%
(14) Type of Reporting Person
00
CUSIP No. 783978109 13D Page 4 of 9 Pages
(1) Names of Reporting Persons.
CANAL LIMITED
S.S. or I.R.S. Identification Nos. of Above Persons
(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
(3) SEC Use Only
(4) Source of Funds
WC
(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 (7) Sole Voting Power
Beneficially Owned 200,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
-0-
(9) Sole Dispositive Power
200,000
(10) Shared Dispositive Power
-0-
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
959,680
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
25.89%
(14) Type of Reporting Person
00
CUSIP No. 783978109 13D Page 5 of 9 Pages
(1) Names of Reporting Persons.
THE ANEGADA FUND LIMITED
S.S. or I.R.S. Identification Nos. of Above Persons
(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
(3) SEC Use Only
(4) Source of Funds
WC
(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 (7) Sole Voting Power
Beneficially Owned 199,840
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
-0-
(9) Sole Dispositive Power
199,840
(10) Shared Dispositive Power
-0-
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
959,680
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
25.89%
(14) Type of Reporting Person
00
CUSIP No. 783978109 13D Page 6 of 9 Pages
(1) Names of Reporting Persons.
TONGA PARTNERS, L.P. 94-3164039
S.S. or I.R.S. Identification Nos. of Above Persons
(2) Check the Appropriate Box if a Member (a) /X/
of a Group (b) / /
(3) SEC Use Only
(4) Source of Funds
(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 (7) Sole Voting Power
Beneficially Owned 80,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
-0-
(9) Sole Dispositive Power
80,000
(10) Shared Dispositive Power
-0-
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
959,680
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
25.89%
(14) Type of Reporting Person
PN
CUSIP No. 783978109 13D Page 7 of 9 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to Common Stock, $.01 par value per share ("Common
Stock"), issued by SI Technologies, Inc., a Delaware Corporation ("SI"). The
address of the principal executive offices of SI is 4511 South 134th Place,
Tukwila, Washington 98168.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of the following persons:
J. Carlo Cannell ("Cannell") of Cannell Capital Management, 600 California
Street, Floor 14, San Francisco, California 94108. Cannell is an investment
adviser.
The Cuttyhunk Fund Limited, a Bermuda Company ("Cuttyhunk"), of 73 Front
Street, Hamilton, HM 12, Bermuda. Cuttyhunk's principal business is investment.
Tonga Partners, L.P., a Delaware limited partnership ("Tonga"), of c/o
Cannell Capital Management, 600 California Street, Floor 14, San Francisco,
California 94108. Tonga's principal business is investment.
Canal Limited, a Company organized under the laws of the Cayman Islands
("Canal"), of c/o Hemisphere Management, 9 Church Street, HM 951, Hamilton HM
DX, Bermuda. Canal's principal business is investment.
Anegada Fund, Limited, a Company organized under the laws of the Cayman
Islands ("Anegada"), of c/o Goldman Sachs (Cayman) Trust, Limited, 2nd Floor,
Harbour Centre, George Town, Grand Cayman, Cayman Islands, B.W.I. Anegada's
principal business is investment.
None of the above persons has, during the last five years, been either (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as the result of such proceedings
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Tonga sold 399,840 shares of Common Stock for $1,099,560.
Canal purchased 200,000 shares of common stock for $550,000, the source of
which was Canal's working capital.
Anegada purchased 199,840 shares of common stock for $549,560, the source
of which was Canal's working capital.
CUSIP No. 783978109 13D Page 8 of 9 Pages
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transactions described below is passive investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The aggregate number of shares of outstanding Common Stock is 3,547,123,
based on SI's Quarterly Report on Form 10Q, filed with the SEC as of December 9,
1999, for the fiscal year ended July 31, 1999. For the purposes of percentage
calculations under this Item 5, the number of outstanding shares is increased to
reflect the exercise of the Two Year Warrants on a diluted basis.
Each of the persons identified in Item 2 is the beneficial owner of
959,680 shares of Common Stock, representing 25.89% of the outstanding Common
Stock on a diluted basis, as a result of the following:
On February 11, 2000, Tonga sold 399,840 shares of Common Stock.
On February 11, 2000, Canal purchased 200,000 shares of Common Stock.
Cannell is the Investment Adviser to Canal. Pursuant to Rule 13d-3(a)
under the Exchange Act, Cannell is the beneficial owner of the 200,000 shares of
Common Stock held by Canal because Cannell has shared power to direct the voting
and disposition of such shares.
On February 11, 2000, Anegada purchased 199,840 shares of Common Stock.
Cannell is the Manager of Anegada. Pursuant to Rule 13d-3(a) under the
Exchange Act, Cannell is the beneficial owner of the 199,840 shares of Common
Stock held by Anegada because Cannell has shared power to direct the voting and
disposition of such shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As described above, Cannell has the power to direct the voting and
disposition of the Common Stock held by Cuttyhunk Tonga, Canal and Anegada.
Pursuant to Rule 13d-5(b)(l) under the Exchange Act, Cannell, Cuttyhunk, Tonga,
Canal and Anegada constitute a group because they have agreed to act together
for the purposes of acquiring and holding the Common Stock described above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
N/A
CUSIP No. 783978109 13D Page 9 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.
March 10, 2000
(Date )
J. CARLO CANNELL
D/B/A CANNELL CAPITAL MANAGEMENT
By /s/ J. Carlo Cannell
J. Carlo Cannell
THE CUTTYHUNK FUND LIMITED
By /s/ J. Carlo Cannell
J. Carlo Cannell, Investment Adviser
TONGA PARTNERS, L.P.
By /s/ J. Carlo Cannell
J. Carlo Cannell, General Partner
CANAL LIMITED
By /s/ J. Carlo Cannell
J. Carlo Cannell, Investment Adviser
THE ANEGADA FUND, LIMITED
By /s/ J. Carlo Cannell
J. Carlo Cannell, Investment Adviser
