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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. *)
Showpower, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
82539610
(CUSIP Number)
Carolyn S. Reiser, Esq.
Shartsis Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 30, 1999
(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(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 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).
Potential persons who are to 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.
SEC 1746 (10-97)
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CUSIP No. 82539610 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Vincent Andrew Carrino
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, PF
- --------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 61,132
BENEFICIALLY -------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 332,790
REPORTING -------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 61,132
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
332,790
- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,442
- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 82539610 Page 3 of 10 Pages
- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Brookhaven Capital Management, LLC
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------
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
- --------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 332,790
REPORTING -------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
332,790
- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
332,790
- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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14 TYPE OF REPORTING PERSON*
OO, IA
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CUSIP No. 82539610 Page 4 of 10 Pages
- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Watershed Partners, L.P.
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 262,080
REPORTING -------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
262,080
- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,080
- --------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
- --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 82539610 Page 5 of 10 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of
Showpower, Inc. (the "Issuer"). The principal executive office of the
Issuer is located at 18420 S. Santa Fe Avenue, Rancho Dominguez, CA 90221.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and
controlling persons, and the information regarding them, are as follows:
(a) Brookhaven Capital Management Co., LLC ("LLC"), Watershed
Partners, L.P. ("Watershed") and Vincent Andrew Carrino ("Carrino")
(collectively, the "Filers").
(b) The business address of LLC, Watershed and Carrino is 3000
Sandhill Road, Building 3, Suite 105, Menlo Park, CA 94025.
(c) Carrino is the manager and principal member of LLC. LLC is the
general partner of Watershed.
(d) During the last five years, none of the Filers has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Filers was 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) Carrino is a citizen of the United States of America. Watershed
is a Delaware limited partnership. LLC is a California limited liability
company.
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CUSIP No. 82539610 Page 6 of 10 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as
follows:
Purchaser Source of Funds Amount
LLC Funds under Management $1,486,311*
Watershed Working Capital $1,137,204
Carrino Personal Funds $ 182,487
Carrino Other $ 46,600
* Includes Stock held by Watershed
ITEM 4. PURPOSE OF TRANSACTION.
Carrino is a member of the Issuer's Board of Directors.
The sole purpose of the purchase of the Stock reported herein was and is
for investment. Other than as described below, none of the Filers has any
present plans or proposals that relate to, or would result in, any
transaction or event described in Item 4 of Schedule 13D. The Filers may
decide to purchase additional shares of the Stock at any time and may
dispose of shares of the Stock at any time in any lawful manner. None of
the Filers has any present plans or intentions to acquire or dispose of any
Stock other than for the purpose of investment.
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CUSIP No. 82539610 Page 7 of 10 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Stock by each Filer at the date hereof is
reflected on that Filer's cover page. The Filers have effected the
following open market transactions in the Stock since March 30, 1999:
Purchase Number Price
Name or Sale Date of Shares per Share
Watershed P 5/17/99 2,500 $4.250
Watershed P 5/20/99 2,100 4.000
LLC P 5/24/99 1,100 4.500
Watershed P 5/27/99 3,500 4.125
LLC P 5/28/99 6,200 4.250
Watershed P 6/1/99 2,600 4.250
Watershed P 6/3/99 2,400 4.000
Watershed P 6/7/99 10,700 4.125
Watershed P 6/8/99 8,000 4.000
Watershed P 6/10/99 3,200 4.250
Watershed P 6/11/99 10,800 4.000
Watershed P 6/14/99 5,000 4.000
LLC P 6/15/99 1,200 4.000
Watershed P 6/16/99 4,500 4.000
Watershed P 6/23/99 1,000 3.875
LLC P 7/1/99 2,200 4.000
LLC P 7/2/99 10,700 4.000
Watershed P 7/6/99 9,200 4.351
LLC P 7/7/99 500 4.250
LLC P 7/9/99 11,600 4.851
Watershed P 7/9/99 5,000 5.350
Watershed P 7/9/99 2,000 4.750
LLC P 7/13/99 4,600 6.000
LLC P 7/19/99 6,000 5.693
Watershed P 8/16/99 800 4.750
Watershed P 8/16/99 1,000 5.000
Watershed P 8/17/99 3,000 5.000
Watershed P 8/18/99 1,300 5.000
Watershed P 8/19/99 6,000 5.000
Watershed P 8/26/99 500 4.938
Watershed P 8/26/99 5,000 5.000
LLC P 8/27/99 12,700 5.118
Watershed P 8/27/99 2,000 5.375
LLC P 8/30/99 3,500 5.500
Watershed P 9/7/99 14,000 5.496
LLC P 9/8/99 11,000 5.500
Watershed P 9/8/99 7,000 5.500
Watershed P 9/10/99 7,500 5.423
Watershed P 9/10/99 9,500 5.243
Watershed P 9/13/99 4,000 5.250
LLC P 9/16/99 6,000 5.781
LLC P 9/16/99 5,000 5.669
LLC P 9/17/99 3,000 5.604
LLC P 9/17/99 5,000 5.490
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CUSIP No. 82539610 Page 8 of 10 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (continued).
LLC P 9/23/99 7,500 4.992
LLC S 10/1/99 19,000 4.938
Watershed P 10/1/99 19,000 4.938
LLC S 10/4/99 5,000 4.875
LLC P 10/4/99 5,000 4.875
Watershed P 10/5/99 5,000 5.000
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
LLC, a registered investment adviser, is a general partner of limited
partnerships, including Watershed, pursuant to limited partnership
agreements providing to LLC the authority, among other things, to invest
the funds of the partnerships in Stock, to vote and dispose of Stock and to
file this statement on behalf of the partnerships. Pursuant to such
limited partnership agreements, LLC is entitled to allocations based on
assets under management and realized and unrealized gains. Pursuant to
investment management agreements, LLC is authorized, among other things, to
invest funds of its various investment advisory clients, and to vote and
dispose of those securities. Such investment management agreements may be
terminated by either party on notice as provided in such agreements and
provide for fees payable to LLC based on assets under management and
realized and unrealized gains. No single client of LLC, other than
Watershed, holds more than 5% of the outstanding Stock. Carrino is
authorized by various individuals and entities to invest funds of those
individuals and entities and to vote and dispose of securities acquired
with such funds, including the Stock. Carrino does not receive any fees
for such activities. None of such individuals and entities owns more than
5% of the outstanding Stock.
Each of the Filers disclaims beneficial ownership of the Stock for purposes
of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, except to
the extent of its pecuniary interest in the Stock.
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CUSIP No. 82539610 Page 9 of 10 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this statement is true, complete and
correct.
DATED: November 12, 1999
BROOKHAVEN CAPITAL MANAGEMENT, LLC /s/ Vincent Andrew Carrino
Vincent Andrew Carrino
By: /s/ Vincent Andrew Carrino
Vincent Andrew Carrino
Manager
WATERSHED PARTNERS, L.P.
By: BROOKHAVEN CAPITAL MANAGEMENT, LLC
General Partner
By: /s/ Vincent Andrew Carrino
Vincent Andrew Carrino
Manager
SCHEDULE 13G
CUSIP No. 82539610
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission (the "SEC") any and all statements on Schedule 13D or Schedule
13G (and any amendments or supplements thereto) required under section
13(d) of the Securities Exchange Act of 1934, as amended, in connection
with purchases by the undersigned of securities of Showpower, Inc. For
that purpose, the undersigned hereby constitute and appoint Brookhaven
Capital Management, LLC, a California limited liability company, as their
true and lawful agent and attorney-in-fact, with full power and authority
for and on behalf of the undersigned to prepare or cause to be prepared,
sign, file with the SEC and furnish to any other person all certificates,
instruments, agreements and documents necessary to comply with section
13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended,
in connection with said purchases, and to do and perform every act
necessary and proper to be done incident to the exercise of the foregoing
power, as fully as the undersigned might or could do if personally present.
DATED: November 12, 1999.
BROOKHAVEN CAPITAL MANAGEMENT, LLC
/s/ Vincent A. Carrino /s/ Vincent A. Carrino
By: _______________________ _____________________________
Vincent A. Carrino Vincent A. Carrino
Manager
WATERSHED PARTNERS, L.P.
By: BROOKHAVEN CAPITAL MANAGEMENT, LLC
General Partner
By: /s/ Vincent Andrew Carrino
Vincent Andrew Carrino
Manager
Page 10 of 10
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