<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
SIGMA CIRCUITS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
826559106
---------------------------
(CUSIP Number)
Ronald J. Vannuki
100 Wilshire Blvd., 15th Floor
Santa Monica, CA 90401
(310) 917-6600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 25, 1996
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(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 / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
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SCHEDULE 13D
CUSIP No. 826559106 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fortuna Investment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Working Capital
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 90,800
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
90,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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SCHEDULE 13D
CUSIP No. 826559106 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fortuna Capital Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 90,800
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
90,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 826559106 Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald J. Vannuki
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 90,800
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
90,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 826559106 Page 5 of 9 Pages
Item 1. SECURITY AND ISSUER.
This filing relates to the Common Stock, par value $.001 per share (the
"Stock"), of Sigma Circuits, Inc. (the "Company"). The Stock trades on the
NASDAQ maintained by the National Association of Securities Dealers. The
Company's principal executive offices are located at 393 Mathew Street, Santa
Clara, California 95050; the Company's telephone number at that location is
(408) 727-9169. The number of issued and outstanding shares of Stock as set
forth in the Company's 10Q for the period ended June 30, 1996 is 3,936,000.
Item 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) Fortuna Investment Partners, L.P., a
California limited partnership ("Fortuna Investment Partners"), with respect to
shares of Stock held or beneficially owned by the partnership; (ii) Fortuna
Capital Management, Inc. ("Fortuna Capital Management") as general partner of
Fortuna Investment Partners; and (iii) Ronald J. Vannuki as sole shareholder of
Fortuna Capital Management. The foregoing persons hereinafter sometimes are
referred to collectively as the "Reporting Persons."
The general partner of Fortuna Investment Partners is Fortuna Capital
Management. The sole shareholder, Chairman of the Board and President of
Fortuna Capital Management is Ronald J. Vannuki.
(b) The principal business address of each of the Reporting Persons is 100
Wilshire Boulevard, Fifteenth Floor, Santa Monica, California 90401.
(c)(i) The business of Fortuna Investment Partners is that of a private
investment partnership engaged in the purchase and sale of securities for
investment for its own account; (ii) the business of Fortuna Capital Management
is to serve as the general partner of Fortuna Investment Partners; and (iii)
Ronald J. Vannuki is President and Chairman of the Board of Fortuna Capital
Management and a registered representative with a securities brokerage firm.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
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SCHEDULE 13D
CUSIP No. 826559106 Page 6 of 9 Pages
(e) None of the Reporting Persons has, during the last five years, been a
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)(i) Fortuna Investment Partners is a California limited partnership;
(ii) Fortuna Capital Management is a California corporation; and (iii) Mr.
Vannuki is a United States citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
The net investment cost (including commissions, if any) of the 90,800
shares of Stock beneficially owned by Fortuna Investment Partners is
$397,566.05. The source of funds for this consideration was the partnership's
working capital.
Item 4. PURPOSE OF THE TRANSACTION
The purpose of the acquisition of the shares by the Reporting Persons is
for investment, and the purchases of the shares by such persons were made in the
ordinary course of business and were not made for the purpose of acquiring
control of the Company. Each Reporting Person may make further purchases of
shares of Stock from time to time and may dispose of any or all of the shares of
Stock held by it at any time. None of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. Such entities
and persons may, at any time and from time to time, review or reconsider their
position with respect to the Company, and formulate plans or proposals with
respect to any of such matters, but have no present intention of doing so.
Item 5. INTEREST IN SECURITIES OF THE ISSUE
(a)(1) As of the date hereof, Fortuna Investment Partners owns
beneficially 90,800 shares, representing 2.3%, of Stock.
(a)(2) As of the date hereof, Fortuna Capital Management, as general
partner of Fortuna Investment Partners, owns beneficially 90,800 shares,
representing
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SCHEDULE 13D
CUSIP No. 826559106 Page 7 of 9 Pages
2.3%, of Stock, with shared disposition and voting powers.
(a)(3) As of the date hereof, Ronald J. Vannuki, as the sole shareholder
of the general partner of Fortuna Investment Partners, owns beneficially 90,800
shares, representing 2.3%, of Stock, with shared disposition and voting power.
A member of Mr. Vannuki's family, who is an independent adult and does not
live in Mr. Vannuki's household, owns 2,000 shares of Stock. Mr. Vannuki
disclaims any beneficial interest in this stock, and it is not included in the
number of shares beneficially owned by him.
(b)
<TABLE>
<CAPTION>
Power to Vote Power to Dispose
No. of Shares Percentage
Beneficially Owned of Class Sole Shared Sole Shared
<S> <C> <C> <C> <C> <C> <C>
Fortuna 90,800 2.3% 0 90,800 0 90,800
Investment
Partners
Fortuna 90,800 2.3% 0 90,800 0 90,800
Capital
Management
Ronald J. 90,800 2.3% 0 90,800 0 90,800
Vannuki
</TABLE>
(c) The trading dates, number of shares purchased or sold and price per
share for all transactions by Fortuna Investment Partners, Fortuna Capital
Management, and Ronald J. Vannuki during the past 60 days are set forth on
Schedule A hereto. All such transactions were open market transactions and were
effected on the NASDAQ. No other transactions were effected by Fortuna
Investment Partners, Fortuna Capital Management or Ronald J. Vannuki during such
period.
(d) No person other than each respective owner referred to herein of Stock
is known to have the right to receive or the power to direct the receipt of
dividends from or the proceeds of sale of such Stock.
(e) The Reporting Persons ceased to be the beneficial owner of more than
5% of Stock on July 25, 1996.
<PAGE>
SCHEDULE 13D
CUSIP No. 826559106 Page 8 of 9 Pages
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 hereof or between such
persons and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any other securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7. MATTER TO BE FILED AS EXHIBITS
None.
<PAGE>
SCHEDULE 13D
CUSIP No. 826559106 Page 9 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: October 18, 1996
FORTUNA INVESTMENT PARTNERS, L.P.
By: Fortuna Capital Management, Inc.,
its General Partner
By: /s/ RONALD J. VANNUKI
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Ronald J. Vannuki, President
FORTUNA CAPITAL MANAGEMENT, INC.
By: /s/ RONALD J. VANNUKI
-------------------------------------
Ronald J. Vannuki, President
/s/ RONALD J. VANNUKI
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Ronald J. Vannuki
Individual
<PAGE>
SCHEDULE A
Transactions Within the Last 60 Days
<TABLE>
<CAPTION>
Party Date Bought (Sold) Price Per Share Broker Effecting
Transaction
<S> <C> <C> <C> <C>
Fortuna Investment Partners 07/25/96 (21,500) $5.20 Bear Stearns
Fortuna Investment Partners 07/29/96 (5,000) 4.94 Bear Stearns
Fortuna Investment Partners 08/01/96 (5,000) 4.94 Bear Stearns
Fortuna Investment Partners 08/02/96 (6,200) 4.95 Bear Stearns
Fortuna Investment Partners 08/02/96 (800) 4.95 Bear Stearns
Fortuna Investment Partners 08/07/96 (10,000) 4.94 Bear Stearns
Fortuna Investment Partners 08/08/96 (9,000) 4.95 Bear Stearns
Fortuna Investment Partners 08/08/96 (1,000) 4.95 Bear Stearns
Fortuna Investment Partners 08/27/96 (11,000) 5.69 Bear Stearns
Fortuna Investment Partners 09/09/96 (2,800) 5.07 Bear Stearns
Fortuna Investment Partners 09/10/96 (5,200) 4.95 Bear Stearns
Fortuna Investment Partners 09/10/96 (1,800) 4.95 Bear Stearns
Fortuna Investment Partners 09/11/96 (2,200) 4.91 Bear Stearns
Fortuna Investment Partners 09/11/96 (7,800) 4.94 Bear Stearns
Fortuna Investment Partners 09/13/96 (2,500) 4.83 Bear Stearns
</TABLE>
