FILED VIA EDGAR ON SEPTEMBER 23, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PERFORMANCE TECHNOLOGIES, INCORPORATED
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
173761402
(CUSIP Number of Class of Securities)
Lawrence A. Bowman
Spinnaker Technology Fund, L.P.
c/o SoundView Asset Management
22 Gatehouse Road
Stamford, Connecticut 06902
(203) 462-7250
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
With a copy to:
Frank W. Hogan, III, Esq.
Winthrop, Stimson, Putnam & Roberts
695 East Main Street, Suite A-3
Stamford, CT 06901
(203) 348-2300
August 15, 1996
(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 this
Statement: |_|
Exhibit Index on Page 10
Page 1 of 11 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 173761402
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Spinnaker Technology Fund, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) |X|
- --------------------------------------------------------------------------------
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) o
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
107,100
NUMBER OF ---------------------------------------------------
SHARE 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH ---------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
107,100
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,100
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
Page 2 of 11 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 173761402
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SoundView Asset Management, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) |X|
- --------------------------------------------------------------------------------
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) o
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
107,100
NUMBER OF ----------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
107,100
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,100
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
Page 3 of 11 Pages
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates
is the common stock, $0.01 par value per share (the "Common Stock"), of
Performance Technologies, Incorporated, a Delaware corporation (the "Company"),
which has its principal executive offices at 315 Science Parkway, Rochester, New
York 14620.
Item 2. Identity and Background.
This Statement is being filed in connection with the Common
Stock beneficially held by Spinnaker Technology Fund, L.P., a Delaware limited
partnership ("Spinnaker"). Spinnaker conducts its principal business and
maintains its principal office at 22 Gatehouse Road, Stamford, Connecticut
06902.
The sole general partner of Spinnaker is SoundView Asset
Management, Inc., a Delaware corporation ("SoundView"), which conducts its
principal business and maintains its principal office at 22 Gatehouse Road,
Stamford, Connecticut 06902. All business of Spinnaker is conducted under the
complete and exclusive control of SoundView. (Spinnaker and SoundView are
sometimes hereinafter referred to as the "Filers").
Spinnaker was formed in 1994 for the principal business of
providing an investment vehicle for institutional and other sophisticated
investors to acquire equity interests in companies with significant potential
for long-term growth in value in the technology industry. SoundView was formed
in 1994 for the principal business of serving as the general partner and manager
of various investment funds and portfolios.
The name, business address, present principal occupation or
employment of each executive officer and director of SoundView is set forth in
Schedule I hereto, which is incorporated herein by reference. Each of the
individuals listed in Schedule I hereto are U.S. citizens.
During the past five years, none of the Filers nor any of the
executive officers or directors of the Filers (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) 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.
Page 4 of 11 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
The funds used by Spinnaker to pay for its interest in making
the purchases of additional shares of the Common Stock as set forth in Item 5,
in the amount of $2,625, were obtained from the capital contributions made by
its partners.
Item 4. Purpose of Transaction.
The Filers have acquired the Common Stock for investment
purposes.
Item 5. Interest in Securities of the Issuer.
(a) and (b) The number of shares of Common Stock issued and
outstanding and the percentage calculations resulting therefrom in this Item 5
are based on information contained in the Company's most recently available
filing with the Securities and Exchange Commission. According to the Company, as
of April 17, 1996, there were 4,770,000 shares of Common Stock issued and
outstanding.
As of the date hereof, Spinnaker beneficially owns 107,100
shares of Common Stock, representing approximately 2.2% of the Common Stock
issued and outstanding. Spinnaker has sole voting and dispositive power with
respect to all Common Stock owned by it, which power is exercised by its general
partner, SoundView.
SoundView may be deemed to beneficially own all the shares of
Common Stock owned by Spinnaker by virtue of its status as sole general partner
of Spinnaker. Such deemed beneficial ownership would total 107,100 shares,
representing approximately 2.2% of the Common Stock issued and outstanding.
SoundView may be deemed in its capacity as general partner of Spinnaker to share
the voting power and the power to direct the disposition of the shares of Common
Stock owned by Spinnaker. SoundView disclaims beneficial ownership of such
shares.
(c) Beginning on August 6, 1996 Spinnaker disposed of 131,000
shares of the Company's Common Stock in open market transactions on the NASDAQ
National Market System, as follows:
Sale Date No. of Shares Purchase Price
1996 Sold per Share
------------- ------------- --------------
August 6 10,000 13.375
August 6 5,000 12.875
August 15 71,000 12.000
September 13 10,000 12.250
September 16 35,000 12.275
Page 5 of 11 Pages
<PAGE>
On July 31, 1996 Spinnaker purchased 200 shares of the
Company's Common Stock in an open-market transaction on the NASDAQ National
Market System at a purchase price of $13.125 per share.
(d) To the best knowledge of the Filers, no person other than
the Filers has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from, the sale of shares of Common Stock.
(e) All of the persons signing this Schedule 13D ceased to be
the beneficial owners of more than five percent (5%) of the issued and
outstanding Common Stock of the Issuer on August 6, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement pursuant to Rule 13d-1(f)(1).
Page 6 of 11 Pages
<PAGE>
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.
Date: September 23, 1996
SPINNAKER TECHNOLOGY FUND, L.P.
By: SoundView Asset Management,
Inc.,
Its General Partner
By:/s/ Lawrence A. Bowman
-----------------------
Lawrence A. Bowman
President
Page 7 of 11 Pages
<PAGE>
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.
Date: September 23, 1996
SOUNDVIEW ASSET MANAGEMENT,
INC.
By:/s/ Lawrence A. Bowman
----------------------
Lawrence A. Bowman
President
Page 8 of 11 Pages
<PAGE>
SCHEDULE I
INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS
OF SOUNDVIEW ASSET MANAGEMENT, INC.
DIRECTORS AND EXECUTIVE OFFICERS:
The following table sets forth the name, business address and
present principal occupation or employment of each of the current directors and
executive officers of SoundView Asset Management, Inc. All business of Spinnaker
Technology Fund, L.P. is conducted under the complete and exclusive control of
SoundView Asset Management, Inc., its General Partner.
PRESENT PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- ----------------------------
Lawrence A. Bowman President and Director of
SoundView Asset Management, Inc. SoundView Asset Management,
22 Gatehouse Road Inc.
Stamford, Connecticut 06902
Kerry Tyler Secretary and Treasurer of
SoundView Asset Management, Inc. SoundView Asset Management,
22 Gatehouse Road Inc.
Stamford, Connecticut 06902
James B. Townsend President of SoundView
SoundView Asset Management, Inc. Financial Group, Inc.
22 Gatehouse Road
Stamford, Connecticut 06902
Russell D. Crabs Managing Director of SoundView
Soundview Asset Management, Inc. Financial Group, Inc.
22 Gatehouse Road
Stamford, Connecticut 06902
Page 9 of 11 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Documents Number
------- --------- ------
A Agreement pursuant to Rule 13d-1(f)(1) 11
Page 10 of 11 Pages
<PAGE>
Exhibit A
AGREEMENT
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G
promulgated under the Securities Exchange Act of 1934, as amended, each of the
undersigned agrees that the Statement to which this Exhibit A is attached is
filed on its behalf.
Date: September 23, 1996
SPINNAKER TECHNOLOGY FUND,
L.P.
By: SoundView Asset
Management, Inc.,
Its General Partner
By: /s/ Lawrence A. Bowman
----------------------
Lawrence A. Bowman
President
SOUNDVIEW ASSET MANAGEMENT,
INC.
By: /s/ Lawrence A. Bowman
----------------------
Lawrence A. Bowman
President
Page 11 of 11 Pages
<PAGE>
