- Amended Statement of Beneficial Ownership (SC 13D/A)
November 15 2010 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 6)*
KSW,
Inc.
|
(Name
of Issuer)
|
Common
Stock, $.01 Par Value Per Share
|
(Title
of Class of Securities)
|
48268R-10-6
|
(CUSIP
Number)
|
Richard
A. Silberberg
Moab
Capital Partners, LLC
15
East 62
nd
Street
New
York, NY 10065
(212)
981-2645
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
November
10, 2010
|
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 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).
CUSIP No.
616900106
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Moab
Capital Partners,
LLC 20-4093001
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
|_|
(b)
|_|
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
AF
|
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 Bene-ficially Owned
by
Each Reporting Person With
|
7.
|
Sole
Voting Power
369,876
|
8.
|
Shared
Voting Power
|
9.
|
Sole
Dispositive Power
369,876
|
10.
|
Shared
Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
369,876
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
|
|_|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
5.8%
|
14.
|
Type
of Reporting Person (See Instructions)
IA
|
CUSIP No.
616900106
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Moab
Partners,
LP 20-4092810
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
|_|
(b)
|_|
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
WC
|
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 Bene-ficially Owned
by
Each Reporting Person With
|
7.
|
Sole
Voting Power
369,876
|
8.
|
Shared
Voting Power
|
9.
|
Sole
Dispositive Power
369,876
|
10.
|
Shared
Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
369,876
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
|
|_|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
5.8%
|
14.
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP No.
616900106
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Michael
M. Rothenberg
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
|_|
(b)
|_|
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
AF
|
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 of America
|
Number
of Shares Bene-ficially Owned
by
Each Reporting Person With
|
7.
|
Sole
Voting Power
369,876
|
8.
|
Shared
Voting Power
|
9.
|
Sole
Dispositive Power
369,876
|
10.
|
Shared
Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
369,876
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
|
|_|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
5.8%
|
14.
|
Type
of Reporting Person (See Instructions)
IN,
HC
|
CUSIP No.
616900106
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
David
A. Sackler
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
|_|
(b)
|_|
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
AF
|
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 of America
|
Number
of Shares Bene-ficially Owned
by
Each Reporting Person With
|
7.
|
Sole
Voting Power
369,876
|
8.
|
Shared
Voting Power
|
9.
|
Sole
Dispositive Power
369,876
|
10.
|
Shared
Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
369,876
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
|
|_|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
5.8%
|
14.
|
Type
of Reporting Person (See Instructions)
IN,
HC
|
Item
1.
|
Security
and Issuer
|
|
|
|
This
Amendment No. 6 to Schedule 13D (the "Amendment") relates to the Common
Shares, $0.01 par value (the “Shares”), of KSW, Inc., a Delaware
corporation (the “Issuer”). The address of the principal
executive offices of the Issuer is 37-16 23
rd
Street, Long Island City, New York, 11101.
|
|
|
Item
2.
|
Identity
and Background
|
|
|
|
(a)
This Amendment is being filed on behalf of Moab Capital Partners, LLC
(“Moab LLC”); Moab Partners, L.P. (“Moab L.P.”); Mr. Michael M. Rothenberg
and Mr. David A Sackler (collectively, the “Reporting Persons”, and each,
a “Reporting Person”).
(b)
The address of each Reporting Person is 15 East 62
nd
Street, New York, NY 10065.
(c)
(i) The principal business of Moab LLC is to act as the investment manager
for Moab, L.P. and its affiliated private investment funds.
(ii) The
principal business of Moab L.P. is investing in event-driven securities,
often as an activist shareholder or bondholder.
(iii) The
principal occupation of each of Messrs. Rothenberg and Sackler is managing
member of Moab LLC.
(d)
None.
(e)
None.
(f)
(i) Moab LLC is a Delaware limited liability
company.
(ii) Moab
L.P. is a Delaware limited partnership.
(iii) Messrs.
Rothenberg and Sackler are each United States citizens.
|
|
|
Item
3.
|
Source
and Amount of Funds or Other Consideration
|
|
|
|
Moab
L.P. effects transactions in securities primarily through margin accounts
maintained with Jefferies & Co. and JP Morgan Securities Corp., which
may extend margin credit to Moab L.P. as and when required to open or
carry positions in the margin accounts, subject to applicable Federal
margin regulations, stock exchange rules and the firm’s credit
policies. In such instances, the positions held in the margin
accounts are pledged as collateral security for the repayment of debit
balances in the account.
|
|
|
|
|
Item
4.
|
Purpose
of Transaction
|
|
|
|
The
purpose of the sale of the Shares was and is for investment purposes, and
the sale of the Shares by the Reporting Persons were made in the ordinary
course of business. Subject to market conditions and other
factors, the Reporting Persons may purchase additional Shares, maintain
their present ownership of Shares or sell some or all of the
Shares.
Except as described above in this
Item 4, the Reportin
g
Persons do not have any plans
or proposals that relate to, or
would result in, any actions or events specified in clauses (a) through
(j) of Item 4 to Schedule 13D.
|
|
|
Item
5.
|
Interest
in Securities of the Issuer
|
|
|
|
(a)
Moab L.P. owns 369,876 shares of Common Stock (the
“Shares”). Because Moab LLC has sole voting and investment
power over Moab L.P.’s security holdings, and Messrs. Rothenberg and
Sackler, in their roles as the Managers of Moab LLC, control its voting
and investment decisions, each of Moab L.P., Moab LLC, and Messrs.
Rothenberg and Sackler may be deemed to have beneficial ownership of the
Shares owned of record by Moab L.P., which represent approximately 5.8% of
the outstanding Shares.
All
ownership percentages are calculated based on 6,366,625 shares of Common
Stock outstanding as of November 11, 2010 as reported in the Issuer’s most
recent Quarterly Report on Form 10-Q for the quarterly period ended
September, 2010, as filed with the Securities and Exchange Commission on
November 12, 2010.
Messrs.
Rothenberg and Sackler disclaim beneficial ownership of such
Shares.
(b)
With respect to all of the Shares that are held by Moab L.P., Messrs.
Rothenberg and Sackler have the sole power to vote and dispose or direct
the disposition of the Shares.
|
|
|
|
(c)
Transactions effected in Shares that have taken place in the past sixty
days are attached as
Exhibit
B
.
(d)
Except as described above, no person is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the Shares.
(e)
Not applicable.
|
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
|
|
|
Other
than as described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or between
the Reporting Persons and any other person, with respect to the securities
of the Issuer.
|
|
|
Item
7.
|
Material
to Be Filed as Exhibits
|
|
|
|
Joint
filing agreement pursuant to Rule 13d-1(k), attached as
Exhibit
A
.
|
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:
November 12, 2010
|
Moab
Partners, L.P.
By:
Moab Capital Partners, LLC,
its
General Partner
By:
/s/ Michael M.
Rothenberg
Michael
M. Rothenberg, Managing Director
Moab
Capital Partners, LLC
By:
/s/ Michael M.
Rothenberg
Michael
M. Rothenberg, Managing Director
/s/ Michael M.
Rothenberg
Michael
M. Rothenberg
/s/ David A.
Sackler
David
A. Sackler
|
|
|
|
|
Exhibit
A
Joint
Filing Agreement Pursuant to Rule 13d-1
This
agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange
Act of 1934, as amended (the “Act”) by and among the parties listed below, each
referenced to herein as a “Joint Filer.” The Joint Filers agree that
a statement of beneficial ownership as required by Sections 13(g) or 13(d) of
the Act and the Rules thereunder may be filed on each of their behalf on
Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may
thereafter be amended by further joint filings. The Joint Filers
state that they each satisfy the requirements for making a joint filing under
Rule 13d-1.
Date: November
12, 2010
|
Moab
Partners, L.P.
By:
Moab Capital Partners, LLC,
its
General Partner
By:
/s/ Michael M.
Rothenberg
Michael
M. Rothenberg, Managing Director
Moab
Capital Partners, LLC
By:
/s/ Michael M.
Rothenberg
Michael
M. Rothenberg, Managing Director
/s/ Michael M.
Rothenberg
Michael
M. Rothenberg
/s/ David A.
Sackler
David
A. Sackler
|
|
|
|
|
Exhibit
B
Moab L.P.
transactions in the Shares during the past 60 days.
Trade
Date
|
Number
of Shares Purchased
(Sold)
|
Price
Per Share
(Excluding
Commission)
|
09/30/2010
|
(700)
|
3.06
|
10/18/2010
|
(3,725)
|
3.15
|
10/28/2010
|
(3,011)
|
3.19
|
11/01/2010
|
(8,500)
|
3.19
|
11/02/2010
|
(3,020)
|
3.17
|
11/03/2010
|
(657)
|
3.15
|
11/05/2010
|
(8,646)
|
3.19
|
11/10/2010
|
(20,000)
|
3.30
|
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