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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Telular Corporation
Common Stock
87970T208
September 2, 2005
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
þ Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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 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).
Persons who 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.
13G | ||||||
CUSIP No. 87970T208 | Page 2 of 31 | |||||
1. | Name of Reporting Person: WS Capital, L.L.C. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 358,235 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 358,235 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 358,235 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 2.2%* | |||||
12. | Type of Reporting Person: HC/OO | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 3 of 31 | |||||
1. | Name of Reporting Person: WS Capital Management, L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 358,235 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 358,235 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 358,235 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 2.2%* | |||||
12. | Type of Reporting Person: IA/PN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 4 of 31 | |||||
1. | Name of Reporting Person: Walker Smith Capital, L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 24,485 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 24,485 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 24,485 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 0.1%* | |||||
12. | Type of Reporting Person: PN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 5 of 31 | |||||
1. | Name of Reporting Person: Walker Smith Capital (Q.P.), L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 140,808 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 140,808 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 140,808 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 0.8%* | |||||
12. | Type of Reporting Person: PN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 6 of 31 | |||||
1. | Name of Reporting Person: Walker Smith International Fund, Ltd. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 192,942 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 192,942 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 192,942 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 1.2%* | |||||
12. | Type of Reporting Person: CO | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 7 of 31 | |||||
1. | Name of Reporting Person: WSV Management, L.L.C. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 213,190 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 213,190 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 213,190 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 1.3%* | |||||
12. | Type of Reporting Person: IA/OO | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 8 of 31 | |||||
1. | Name of Reporting Person: WS Ventures Management, L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 213,190 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 213,190 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 213,190 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 1.3%* | |||||
12. | Type of Reporting Person: HC/PN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 9 of 31 | |||||
1. | Name of Reporting Person: WS Opportunity Fund, L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 62,714 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 62,714 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 62,714 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 0.4%* | |||||
12. | Type of Reporting Person: PN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 10 of 31 | |||||
1. | Name of Reporting Person: WS Opportunity Fund (Q.P.), L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 62,114 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 62,114 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 62,114 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 0.4%* | |||||
12. | Type of Reporting Person: PN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 11 of 31 | |||||
1. | Name of Reporting Person: WS Opportunity Fund International, Ltd. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: Cayman Islands |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 88,362 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 88,362 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 88,362 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 0.5%* | |||||
12. | Type of Reporting Person: CO | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 12 of 31 | |||||
1. | Name of Reporting Person: Reid S. Walker |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 571,425 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 571,425 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 571,425 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 3.2%* | |||||
12. | Type of Reporting Person: HC/IN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 13 of 31 | |||||
1. | Name of Reporting Person: G. Stacy Smith |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 571,425 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 571,425 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 571,425 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 3.2%* | |||||
12. | Type of Reporting Person: HC/IN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 14 of 31 | |||||
1. | Name of Reporting Person: Patrick P. Walker |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 213,190 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 213,190 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 213,190 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 1.3%* | |||||
12. | Type of Reporting Person: HC/IN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 15 of 31 | |||||
1. | Name of Reporting Person: BC Advisors, LLC |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 753,570 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 753,570 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 753,570 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 4.7%* | |||||
12. | Type of Reporting Person: HC/CO | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 16 of 31 | |||||
1. | Name of Reporting Person: SRB Management, L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 753,570 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 753,570 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 753,570 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 4.7%* | |||||
12. | Type of Reporting Person: IA/PN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 17 of 31 | |||||
1. | Name of Reporting Person: SRB Greenway Capital, L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 87,457 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 87,457 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 87,457 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 0.5%* | |||||
12. | Type of Reporting Person: PN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 18 of 31 | |||||
1. | Name of Reporting Person: SRB Greenway Capital (Q.P.), L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 609,136 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 609,136 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 609,136 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 3.8%* | |||||
12. | Type of Reporting Person: PN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 19 of 31 | |||||
1. | Name of Reporting Person: SRB Greenway Offshore Operating Fund, L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: Cayman Islands |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 56,977 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 56,977 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 56,977 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 0.3%* | |||||
12. | Type of Reporting Person: PN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
13G | ||||||
CUSIP No. 87970T208 | Page 20 of 31 | |||||
1. | Name of Reporting Person: Steven R. Becker |
I.R.S. Identification Nos. of above persons (entities only): |
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2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | þ | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 753,570 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 753,570 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 753,570 |
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10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
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11. | Percent of Class Represented by Amount in Row (9): 4.7%* | |||||
12. | Type of Reporting Person: HC/IN | |||||
* | Based on 15,955,988 shares of common issued and outstanding, which represents (a) 13,305,988 shares issued and outstanding on June 30, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2005, and (b) 2,650,000 shares issued in a transaction as reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 6, 2005. |
Item 1(a)
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Name of Issuer: Telular Corporation |
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Item 1(b)
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Address of Issuers Principal Executive Offices: 647 North Lakeview Parkway Vernon Hills, Illinois 60061 |
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Item 2(a)
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Names of Persons Filing: See Item 1 of each cover page. |
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Item 2(b)
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Address of Principal Business Offices: 300 Crescent Court, Suite 1111 Dallas, Texas 75201 |
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Item 2(c)
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Citizenship: See Item 4 of each cover page. |
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Item 2(d)
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Title of Class of Securities: Common Stock, par value $0.01 per share |
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Item 2(e)
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CUSIP Number: 87970T208 |
Item 3 |
Status of Persons Filing: |
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(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||
Item 4 |
Ownership: | |||||
(a) | Reid S. Walker and G. Stacy Smith are the beneficial owners of 571,425 shares of Common Stock, which includes (i) 358,235 shares beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP and WS International and (ii) 213,190 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International. | |||||
Patrick P. Walker is the beneficial owner of 213,190 shares of Common Stock beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International. | ||||||
WS Capital and WSC Management are the beneficial owners of 358,235 shares of Common Stock, which includes (i) 24,485 shares beneficially owned by WSC, (ii) 140,808 shares beneficially owned by WSCQP, and (iii) 192,942 shares beneficially owned by WS International. | ||||||
WSV and WSVM are the beneficial owners of 213,190 shares of Common Stock, which includes (i) 62,714 shares beneficially owned by WSO, (ii) 62,114 shares beneficially owned by WSOQP, and (iii) 88,362 shares beneficially owned by WSO International. | ||||||
Steven R. Becker is the beneficial owner of 753,570 shares of Common Stock beneficially owned by BCA and SRB Management for the accounts of SRBGC, SRBQP and SRB Offshore. BCA and SRB Management are the beneficial owners of 753,570 shares of Common Stock, which includes (i) 87,457 shares beneficially owned by SRBGC, (ii) 609,136 shares beneficially owned by SRBQP, and (iii) 56,977 shares beneficially owned by SRB Offshore. | ||||||
(b) | Percent of class: See Item 11 of each cover page. |
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(c) | Number of shares as to which each person has: |
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(i) | sole power to vote or to direct the vote: See Item 5 of each cover page. |
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(ii) | shared power to vote or to direct the vote: See Item 6 of each cover page. |
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(iii) | sole power to dispose or to direct the disposition of: See Item 7 of each cover page. |
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(iv) | shared power to dispose or to direct the disposition of: See Item 8 of each cover page. |
Item 5
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Ownership of 5% or Less of a Class: Not applicable. |
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Item 6
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Ownership of More than 5% on Behalf of Another Person: Not applicable. |
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: | |
WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, WSC, WSCQP and WS International. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSC Managements clients. | ||
WSV is an investment adviser registered with the State of Texas and is the general partner of WSVM and, as such, has beneficial ownership of the securities held by its clients, WSO, WSOQP and WSO International. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSVs clients. | ||
SRB Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, SRBGC, SRBQP and SRB Offshore. BCA is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA, and therefore exercises investment discretion and control with respect to the shares of Common Stock beneficially owned by SRB Managements clients. | ||
Item 8
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Identification and Classification of Members of the Group: Not applicable. |
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Item 9
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Notice of Dissolution of Group: Not applicable. |
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Item 10
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Certification: |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
WS CAPITAL, L.L.C. |
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By: | /s/ Reid S. Walker | |||
Reid S. Walker, Member | ||||
WS CAPITAL MANAGEMENT, L.P. | ||||||
By: | WS Capital, L.L.C., its general partner | |||||
By: | /s/ Reid S. Walker | |||||
Reid S. Walker, Member | ||||||
WALKER SMITH CAPITAL, L.P. | ||||||
By: | WS Capital Management, L.P., its general partner |
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By: | WS Capital, L.L.C., its general partner | |||||
By: | /s/ Reid S. Walker | |||||
Reid S. Walker, Member | ||||||
WALKER SMITH CAPITAL (Q.P.), L.P. | ||||||
By: | WS Capital Management, L.P., its general partner |
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By: | WS Capital, L.L.C., its general partner | |||||
By: | /s/ Reid S. Walker | |||||
Reid S. Walker, Member | ||||||
WALKER SMITH INTERNATIONAL FUND, LTD. | ||||||
By: | WS Capital Management, L.P., its agent and attorney-in-fact |
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By: | WS Capital, L.L.C., its general partner | |||||
By: | /s/ Reid S. Walker | |||||
Reid S. Walker, Member | ||||||
WSV MANAGEMENT, L.L.C. | ||||||
By: | /s/ Reid S. Walker | |||||
Reid S. Walker, Member | ||||||
WS VENTURES MANAGEMENT, L.P. | ||||||
By: | WSV Management, L.L.C., its general partner | |||||
By: | /s/ Reid S. Walker | |||||
Reid S. Walker, Member |
WS OPPORTUNITY FUND, L.P. | ||||||
By: | WS Ventures Management, L.P., its general partner | |||||
By: | WSV Management, L.L.C., its general partner | |||||
By: | /s/ Reid S. Walker | |||||
Reid S. Walker, Member | ||||||
WS OPPORTUNITY FUND (Q.P.), L.P. | ||||||
By: | WS Ventures Management, L.P., its general partner | |||||
By: | WSV Management, L.L.C., its general partner | |||||
By: | /s/ Reid S. Walker | |||||
Reid S. Walker, Member | ||||||
WS OPPORTUNITY FUND INTERNATIONAL, LTD. | ||||||
By: | WS Ventures Management, L.P., its
agent and attorney-in-fact |
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By: | WSV Management, L.L.C., its general partner | |||||
By: | /s/ Reid S. Walker | |||||
Reid S. Walker, Member | ||||||
/s/ Reid S. Walker | ||||||
REID S. WALKER | ||||||
/s/ G. Stacy Smith | ||||||
G. STACY SMITH | ||||||
/s/ Patrick P. Walker | ||||||
PATRICK P. WALKER | ||||||
BC ADVISORS, LLC | ||||||
By: | /s/ Steven R. Becker | |||||
Steven R. Becker, Member |
SRB MANAGEMENT, L.P. | ||||||
By: | BC Advisors, LLC, its general partner | |||||
By: | /s/ Steven R. Becker | |||||
Steven R. Becker, Member | ||||||
SRB GREENWAY CAPITAL, L.P. | ||||||
By: | SRB Management, L.P., its general partner | |||||
By: | BC Advisors, LLC, its general partner | |||||
By: | /s/ Steven R. Becker | |||||
Steven R. Becker, Member | ||||||
SRB GREENWAY CAPITAL (Q.P.), L.P. | ||||||
By: | SRB Management, L.P., its general partner | |||||
By: | BC Advisors, LLC, its general partner | |||||
By: | /s/ Steven R. Becker | |||||
Steven R. Becker, Member | ||||||
SRB GREENWAY OFFSHORE OPERATING FUND, L.P. |
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By: | SRB Management, L.P., its general partner | |||||
By: | BC Advisors, LLC, its general partner | |||||
By: | /s/ Steven R. Becker | |||||
Steven R. Becker, Member | ||||||
/s/ Steven R. Becker |
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STEVEN R. BECKER |
Exhibit 1
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Joint Filing Agreement, dated September 12, 2005, entered into by and among WS Capital, L.L.C., WS Capital Management, L.P., Walker Smith Capital, L.P., Walker Smith Capital (Q.P.), L.P., Walker Smith International Fund, Ltd., WSV Management, L.L.C., WS Ventures Management, L.P., WS Opportunity Fund, L.P., WS Opportunity Fund (Q.P.), L.P., WS Opportunity Fund International, Ltd., Reid S. Walker, G. Stacy Smith, Patrick P. Walker, BC Advisors, LLC, SRB Management, L.P., SRB Greenway Capital, L.P., SRB Greenway Capital (Q.P.), L.P., SRB Greenway Offshore Operating Fund, L.P. and Steven R. Becker. |