UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Liquidmetal
Technologies, Inc.
(Name
of
Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
53634
X
100
(CUSIP Number)
Wynnefield
Capital, Inc.
Wynnefield
Capital Management LLC
Attn:
Nelson Obus
450
Seventh Avenue, Suite 509
New
York,
New York 10123
Copy
to:
Gersten
Savage LLP
600
Lexington Avenue
New
York,
NY 10022
(212)
752-9700 Fax: (212) 980-5192
Attention:
David E. Danovitch, Esq.
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
28, 2008
(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. o
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. 53634
X 100
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Partners Small Cap Value LP
TAX
ID #: 13-3688497
|
|||
|
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
|
|||
|
Number
of Shares
Beneficially
Owned By
Each Reporting Person With
|
7
|
SOLE
VOTING POWER
1,019,531
shares of common stock, consisting of (i) 275,355 shares of Common
Stock;
(ii) 433,266 shares of Common Stock issuable upon conversion of
Convertible Subordinated Notes; and (iii) 310,910 shares of Common
Stock
issuable upon exercise of Common Stock Purchase Warrants.
|
|
|
8
|
SHARED
VOTING POWER
0
|
|
|
9
|
SOLE
DISPOSITIVE POWER
1,019,531
shares of common stock, consisting of (i) 275,355 shares of Common
Stock;
(ii) 433,266 shares of Common Stock issuable upon conversion of
Convertible Subordinated Notes; and (iii) 310,910 shares of Common
Stock
issuable upon exercise of Common Stock Purchase Warrants.
|
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,019,531
shares of common stock, consisting of (i) 275,355 shares of Common
Stock;
(ii) 433,266 shares of Common Stock issuable upon conversion of
Convertible Subordinated Notes; and (iii) 310,910 shares of Common
Stock
issuable upon exercise of Common Stock Purchase Warrants.
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.28%
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
2
|
CUSIP
No. 53634
X 100
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Partners Small Cap Value LP I
TAX
ID #: 13-3953291
|
|
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
|
|
Number
of Shares
Beneficially Owned By
Each Reporting Person With
|
7
|
SOLE
VOTING POWER
1,370,294
shares of common stock, consisting of (i) 395,779 shares of Common
Stock;
(ii) 567,372 shares of Common Stock issuable upon conversion of
Convertible Subordinated Notes; and (iii) 407,143 shares of Common
Stock
issuable upon exercise of Common Stock Purchase Warrants.
|
|
|
8
|
SHARED
VOTING POWER
0
|
|
|
9
|
SOLE
DISPOSITIVE POWER
1,370,294
shares of common stock, consisting of (i) 395,779 shares of Common
Stock;
(ii) 567,372 shares of Common Stock issuable upon conversion of
Convertible Subordinated Notes; and (iii) 407,143 shares of Common
Stock
issuable upon exercise of Common Stock Purchase Warrants.
|
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,370,294
shares of common stock, consisting of (i) 395,779 shares of Common
Stock;
(ii) 567,372 shares of Common Stock issuable upon conversion of
Convertible Subordinated Notes; and (iii) 407,143 shares of Common
Stock
issuable upon exercise of Common Stock Purchase Warrants.
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.06%
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
3
|
CUSIP
No. 53634
X 100
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Small Cap Value Offshore Fund Ltd.
TAX
ID #: N/A
|
|
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
Cayman
Islands
|
|
Number
of Shares
Beneficially Owned By
Each Reporting Person With
|
7
|
SOLE
VOTING POWER
1,341,499
shares of common stock, consisting of (i) 402,420 shares of Common
Stock;
(ii) 546,740 shares of Common Stock issuable upon conversion of
Convertible Subordinated Notes; and (iii) 392,339 shares of Common
Stock
issuable upon exercise of Common Stock Purchase Warrants.
|
|
|
8
|
SHARED
VOTING POWER
0
|
|
|
9
|
SOLE
DISPOSITIVE POWER
1,341,499
shares of common stock, consisting of (i) 402,420 shares of Common
Stock;
(ii) 546,740 shares of Common Stock issuable upon conversion of
Convertible Subordinated Notes; and (iii) 392,339 shares of Common
Stock
issuable upon exercise of Common Stock Purchase Warrants.
|
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,341,499
shares of common stock, consisting of (i) 402,420 shares of Common
Stock;
(ii) 546,740 shares of Common Stock issuable upon conversion of
Convertible Subordinated Notes; and (iii) 392,339 shares of Common
Stock
issuable upon exercise of Common Stock Purchase Warrants.
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.00%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
4
|
CUSIP
No. 53634
X 100
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Capital, Inc.
TAX
ID #: 13-3688495
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
Number
of Shares
Beneficially Owned By
Each Reporting Person With
|
7
|
SOLE
VOTING POWER
1,341,499
shares of common stock, consisting of (i) 402,420 shares of Common
Stock;
(ii) 546,740 shares of Common Stock issuable upon conversion of
Convertible Subordinated Notes; and (iii) 392,339 shares of Common
Stock
issuable upon exercise of Common Stock Purchase Warrants, owned
by
Wynnefield Small Cap Value Offshore Fund Ltd.
|
|
|
8
|
SHARED
VOTING POWER
0
|
|
|
9
|
SOLE
DISPOSITIVE POWER
1,341,499
shares of common stock, consisting of (i) 402,420 shares of Common
Stock;
(ii) 546,740 shares of Common Stock issuable upon conversion of
Convertible Subordinated Notes; and (iii) 392,339 shares of Common
Stock
issuable upon exercise of Common Stock Purchase Warrants, owned
by
Wynnefield Small Cap Value Offshore Fund Ltd.
|
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,341,499
shares of common stock, consisting of (i) 402,420 shares of Common
Stock;
(ii) 546,740 shares of Common Stock issuable upon conversion of
Convertible Subordinated Notes; and (iii) 392,339 shares of Common
Stock
issuable upon exercise of Common Stock Purchase Warrants, owned
by
Wynnefield Small Cap Value Offshore Fund Ltd.
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.00%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
5
|
CUSIP
No. 53634
X 100
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield
Capital Management, LLC
TAX
ID #: 13-4018186
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
Number
of Shares
Beneficially Owned By
Each Reporting Person With
|
7
|
SOLE
VOTING POWER
2,389,825
shares of common stock, consisting of an aggregate (i) 671,134
shares of
Common Stock; (ii) 1,000,638 shares of Common Stock issuable
upon
conversion of Convertible Subordinated Notes; and (iii) 718,053
shares of
Common Stock issuable upon exercise of Common Stock Purchase
Warrants,
collectively owned by Wynnefield Partners Small Cap Value LP
and
Wynnefield Partners Small Cap Value LP I.
|
|
|
8
|
SHARED
VOTING POWER
0
|
|
|
9
|
SOLE
DISPOSITIVE POWER
2,389,825
shares of common stock, consisting of an aggregate (i) 671,134
shares of
Common Stock; (ii) 1,000,638 shares of Common Stock issuable
upon
conversion of Convertible Subordinated Notes; and (iii) 718,053
shares of
Common Stock issuable upon exercise of Common Stock Purchase
Warrants,
collectively owned by Wynnefield Partners Small Cap Value LP
and
Wynnefield Partners Small Cap Value LP I.
|
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,389,825
shares of common stock, consisting of an aggregate (i) 671,134
shares of
Common Stock; (ii) 1,000,638 shares of Common Stock issuable
upon
conversion of Convertible Subordinated Notes; and (iii) 718,053
shares of
Common Stock issuable upon exercise of Common Stock Purchase
Warrants,
collectively owned by Wynnefield Partners Small Cap Value LP
and
Wynnefield Partners Small Cap Value LP I.
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.34%
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
6
|
CUSIP
No. 53634
X 100
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson
Obus
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
|
|
Number
of
Shares
Beneficially
|
7
|
SOLE
VOTING POWER
0
|
|
Owned
By
Each
Reporting
Person With
|
8
|
SHARED
VOTING POWER
3,731,323
shares of common stock, consisting of an aggregate (i)
1,073,554 shares of
Common Stock; (ii) 1,547,377 shares of Common Stock issuable
upon
conversion of Convertible Subordinated Notes; and (iii)
1,110,392 shares
of Common Stock issuable upon exercise of Common Stock
Purchase Warrants,
collectively owned by Wynnefield Partners Small Cap Value
LP, Wynnefield
Partners Small Cap Value LP I and Wynnefield Small Cap
Value Offshore Fund
Ltd.
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
3,731,323
shares of common stock, consisting of an aggregate (i) 1,073,554 shares
of
Common Stock; (ii) 1,547,377 shares of Common Stock issuable
upon
conversion of Convertible Subordinated Notes; and (iii)
1,110,392 shares
of Common Stock issuable upon exercise of Common Stock
Purchase Warrants,
collectively owned by Wynnefield Partners Small Cap Value
LP, Wynnefield
Partners Small Cap Value LP I and Wynnefield Small Cap
Value Offshore Fund
Ltd.
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,731,323
shares of common stock, consisting of an aggregate (i)
1,073,554 shares of
Common Stock; (ii) 1,547,377 shares of Common Stock issuable
upon
conversion of Convertible Subordinated Notes; and (iii)
1,110,392 shares
of Common Stock issuable upon exercise of Common Stock
Purchase Warrants,
collectively owned by Wynnefield Partners Small Cap Value
LP, Wynnefield
Partners Small Cap Value LP I and Wynnefield Small Cap
Value Offshore Fund
Ltd.
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.34%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
7
|
CUSIP
No. 53634
X 100
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua
Landes
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
|
|
Number
of
Shares
Beneficially
|
7
|
SOLE
VOTING POWER
0
|
|
Owned
By
Each
Reporting
Person With
|
8
|
SHARED
VOTING POWER
3,731,323
shares of common stock, consisting of an aggregate (i) 1,073,554
shares of
Common Stock; (ii) 1,547,377 shares of Common Stock issuable upon
conversion of Convertible Subordinated Notes; and (iii) 1,110,392
shares
of Common Stock issuable upon exercise of Common Stock Purchase
Warrants,
collectively owned by Wynnefield Partners Small Cap Value LP, Wynnefield
Partners Small Cap Value LP I and Wynnefield Small Cap Value Offshore
Fund
Ltd.
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
3,731,323
shares of common stock, consisting of an aggregate (i) 1,073,554
shares of
Common Stock; (ii) 1,547,377 shares of Common Stock issuable upon
conversion of Convertible Subordinated Notes; and (iii) 1,110,392
shares
of Common Stock issuable upon exercise of Common Stock Purchase
Warrants,
collectively owned by Wynnefield Partners Small Cap Value LP, Wynnefield
Partners Small Cap Value LP I and Wynnefield Small Cap Value Offshore
Fund
Ltd.
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,731,323
shares of common stock, consisting of an aggregate (i) 1,073,554
shares of
Common Stock; (ii) 1,547,377 shares of Common Stock issuable upon
conversion of Convertible Subordinated Notes; and (iii) 1,110,392
shares
of Common Stock issuable upon exercise of Common Stock Purchase
Warrants,
collectively owned by Wynnefield Partners Small Cap Value LP, Wynnefield
Partners Small Cap Value LP I and Wynnefield Small Cap Value Offshore
Fund
Ltd.
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.34%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
8
SCHEDULE 13D
Item
1. Security and Issuer.
This
Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.001
per share (the “Common Stock”) of Liquidmetal Technologies, Inc., a Delaware
corporation, whose principal executive offices are located at 30452 Esperanza,
Rancho Santa Margarita, California, 92688 (the “Issuer”).
Item
2. Identity and Background.
This
Schedule 13D is filed by the Wynnefield Reporting Persons.
(a)-(c)
and (f) This
Schedule 13 is filed by the following reporting persons (collectively, the
“Wynnefield Reporting Persons”). Each has a business address at 450 Seventh
Avenue, Suite 509, New York, New York 10123:
| 1. |
Wynnefield
Partners Small Cap Value, L.P., private investment companies organized
as
limited partnerships under the laws of the State of Delaware (“Wynnefield
Partners”);
|
| 2. |
Wynnefield
Partners Small Cap Value, L.P. I, private investment companies organized
as limited partnerships under the laws of the State of Delaware
(“Wynnefield Partners I”);
|
| 3. |
Wynnefield
Small Cap Value Offshore Fund, Ltd., a private investment company
organized under the laws of the Cayman Islands (“Wynnefield
Offshore”);
|
| 4. |
Wynnefield
Capital Management, LLC, a New York limited liability company
(“WCM”);
|
| 5. |
Wynnefield
Capital, Inc., a New York corporation
(“WCI”);
|
| 6. |
Nelson
Obus, a citizen of the United States of America;
and
|
| 7. |
Joshua
Landes, a citizen of the United States of America.
|
The
Wynnefield Reporting Persons are each separate and distinct entities with
different beneficial owners (whether designated as limited partners or
stockholders).
WCM
is
the general partner of Wynnefield Partners and Wynnefield Partners I. Nelson
Obus and Joshua Landes are the co-managing members of WCM, and, as such, have
the power to direct the vote and the disposition of the shares of the Issuer’s
Common Stock held by Wynnefield Partners and Wynnefield Partners I.
WCI
is
the general partner and investment manager of Wynnefield Offshore. Nelson Obus
and Joshua Landes are the principal executive officers of WCI, as such, have
the
power to direct the vote and the disposition of the shares of the Issuer’s
Common Stock held by Wynnefield Offshore.
(d)
and
(e). During the last five years, none of the Wynnefield Reporting Persons have
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) 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.
9
Item
3. Source and Amount of Funds or Other Consideration.
All
securities of the Issuer reported in this Schedule 13D as beneficially owned
by
the Wynnefield Reporting Persons were acquired by Wynnefield Partners,
Wynnefield Partners I and Wynnefield Offshore, respectively, using funds
provided from the working capital of such Wynnefield Reporting Person. These
include (i) an aggregate 1,073,554 shares of the Issuer’s Common Stock, (ii)
Convertible Subordinated Notes in the aggregate principal amount of $1,702,115,
issued on various dates, which are convertible into an aggregate of 1,547,377
shares of the Issuer’s Common Stock at a conversion price of $1.10 per share,
and (iii) Common Stock Purchase Warrants of the Issuer issued on various dates,
to purchase an aggregate of 1,110,392 shares of the Issuer’s Common Stock, at
various conversion prices. No other funds or other consideration were used
in
making such purchases.
Item
4. Purpose of Transaction.
The
Wynnefield Reporting Persons acquired the shares of the Issuer’s Common Stock in
the ordinary course of its business for investment purposes. The Wynnefield
Reporting Persons also separately purchased the Subordinated Convertible Notes
and Common Stock Purchase Warrants for investment purposes, pursuant to a
certain Securities Purchase Agreement with the Issuer. The Notes were not
amortized, as required pursuant to the Securities Purchase Agreement. The
Company took the unprecedented act of purportedly amending the Notes after
the
fact, and consequently, the Wynnefield Reporting Persons entered into
forbearance discussions with the Issuer. On August 13, 2008, the Wynnefield
Reporting Persons sent a notice of default to the Issuer, a copy of which is
attached hereto as Exhibit
A.
On
August 8, 2008, a representative of the Issuer informed the Wynnefield Reporting
Persons that the Notes had been amended by a majority of the Notes’ holders. On
August 18, 2008, a representative of the Wynnefield Reporting Persons sent
the
Issuer a request for proof that a majority of holders of the Notes elected
to
amend the terms of the Notes. A copy of such letter is attached hereto as
Exhibit
B.
On
August 19, 2008, a representative of the Issuer provided notice to the
Wynnefield Reporting Persons of the purported proof of majority. A copy of
such
notice is attached hereto as Exhibit
C.
The
Wynnefield Reporting Persons believe that the Notes were not timely nor properly
amended and that the Issuer is consequently in an Event of Default with respect
to the Notes, which Event of Default has not been properly disclosed to the
public.
As
a
result of these events, the Wynnefield Reporting Persons are seeking a more
active role in the Company’s affairs in order to protect their position and the
position of other shareholders and creditors, including whether to place the
Issuer into an involuntary bankruptcy proceeding. The Wynnefield Reporting
Persons are also considering taking steps to bring about other changes, which
may include changes in the board composition by nominating at least one new
member to the Issuer’s Board of Directors, as well as the pursuit of other plans
or proposals that relate to or would result in any of the matters set forth
in
subparagraphs (a)-(j) of Item 4 of Schedule 13D, and to discuss such issues
with
the Issuer's directors, management, shareholders and other parties. The
Wynnefield Reporting Persons reserve the right to take whatever future action
they deem appropriate regarding the Issuer and its securities under the
circumstances as they then exist.
The
Reporting Persons may, from time to time and at any time, acquire additional
shares of Common Stock of the Issuer in the open market or otherwise and reserve
the right to dispose of any or all of their shares in the open market or
otherwise, at any time and from time to time.
10
Item
5. Interest in Securities of the Issuer.
(a)
- (c)
As of August 28, 2008, the Wynnefield Reporting Persons beneficially owned
in
the aggregate, 3,731,323 shares of Common Stock constituting approximately
8.34%
of the outstanding shares of the Issuer’s Common Stock (based upon 44,726,295
shares of the Issuer’s Common Stock outstanding on July 31, 2008, as set forth
in the Issuer’s report on Form 10-Q for the quarterly period ended June 30,
2008, filed with the U.S. Securities and Exchange Commission on August 19,
2008). The following table sets forth certain information with respect to shares
of Common Stock beneficially owned directly by the Wynnefield Reporting Persons
listed:
|
Name
|
Number
of
Shares
|
Approximate
Percentage
of
Outstanding
Shares
|
|
|
|
|
|
Wynnefield
Partners
|
1,019,531
|
2.28%
|
|
Wynnefield
Partners I
|
1,370,294
|
3.06%
|
|
Wynnefield
Offshore
|
1,341,499
|
3.00%
|
WCM
is
the sole general partner of Wynnefield Partners and Wynnefield Partners I and,
accordingly, may be deemed to be the indirect beneficial owner (as that term
is
defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the shares
of Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially
own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield
Partners I, has the sole power to direct the voting and disposition of the
shares of Common Stock that Wynnefield Partners and Wynnefield Partners I
beneficially own.
Messrs.
Obus and Landes are the co-managing members of WCM and, accordingly, each of
Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 promulgated pursuant to the Exchange
Act)
of the shares of Common Stock that WCM may be deemed to beneficially own. Each
of Messrs. Obus and Landes, as a co-managing member of WCM, shares with the
other the power to direct the voting and disposition of the shares of Common
Stock that WCM may be deemed to beneficially own.
WCI
is
the sole investment manager of Wynnefield Offshore and, accordingly, may be
deemed to be the indirect beneficial owner (as that term is defined under Rule
13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock
that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager
of Wynnefield Offshore, has the sole power to direct the voting and disposition
of the shares of Common Stock that Wynnefield Offshore beneficially
owns.
Messrs.
Obus and Landes are the principal executive officers of WCI and, accordingly,
each of Messrs. Obus and Landes may be deemed to be the indirect beneficial
owner (as that term is defined under Rule 13d-3 promulgated pursuant to the
Exchange Act) of the shares of Common Stock that WCI may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as a principal executive
officer of WCI, shares with the other the power to direct the voting and
disposition of the shares of Common Stock that WCI may be deemed to beneficially
own.
Beneficial
ownership of shares of Common Stock shown on the cover pages of and set forth
elsewhere in this Schedule 13D for each of the Wynnefield Reporting Persons
assumes that they have not formed a group for purposes of Section 13(d)(3)
under
the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the Wynnefield
Reporting Persons were deemed to have formed a group for purposes of Section
13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially
(and may be deemed to have shared voting and dispositive power over) 3,731,323
shares of Common Stock, constituting approximately 8.34% of the outstanding
shares of Common Stock (based upon 44,726,295 shares of the Issuer’s Common
Stock outstanding on July 31, 2008, as set forth in the Issuer’s report on Form
10-Q for the quarterly period ended June 30, 2008, filed with the U.S.
Securities and Exchange Commission on August 19, 2008). The filing of this
Schedule 13D and the inclusion of information herein with respect to Messrs.
Obus and Landes shall not be considered an admission that any of such persons,
for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners
of any shares in which such persons do not have a pecuniary
interest.
11
To
the
best knowledge of the Wynnefield Reporting Persons, except as described herein,
none of the Wynnefield Reporting Persons, any person in control (ultimately
or
otherwise) of the Wynnefield Reporting Persons, any general partner, executive
officer or director thereof, as applicable, beneficially owns any shares of
Common Stock, and there have been no transactions in shares of Common Stock
effected during the past 60 days by the Wynnefield Reporting Persons, any person
in control of the Wynnefield Reporting Persons (ultimately or otherwise), or
any
general partner, executive officer or director thereof, as applicable; provided,
however, certain investment banking affiliates of the Wynnefield Reporting
Persons may beneficially own shares of Common Stock, including shares that
may
be held in discretionary or advisory accounts with the Wynnefield Reporting
Persons; and the Wynnefield Reporting Persons, directly or in connection with
such discretionary or advisory accounts, may acquire, hold, vote or dispose
of
Common Stock, including transactions that may have occurred in the past 60
days.
(d) No
person, other than each of the Wynnefield Reporting Persons referred to as
the
direct beneficial owner of the shares of Common Stock set forth in this response
to Item 5, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such shares of Common
Stock.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
To
the
best knowledge of the Wynnefield Reporting Persons, any person in control
(ultimately or otherwise) of the Wynnefield Reporting Persons, or any general
partner, executive officer or director thereof, as applicable, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Wynnefield Reporting Persons, and any other person, with respect
to
any securities of the Issuer, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, divisions of profits or loss,
or the giving or withholding of proxies.
Item
7. Material
to be Filed as Exhibits.
|
Exhibit
A
|
Letter
dated August 13, 2008
|
|
Exhibit
B
|
Letter
dated August 18, 2008
|
|
Exhibit
C
|
Notification
of proof of majority.
|
|
Exhibit
D
|
Joint
Filing Agreement dated as of August 29,
2008.
|
12
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.
|
Dated:
August 29, 2008
|
WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P.
|
|
|
|
|
|
|
|
By:
|
Wynnefield
Capital Management, LLC,
|
|
|
|
General
Partner
|
|
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
|
|
|
Nelson
Obus, Co-Managing Member
|
|
|
|
|
|
|
WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P. I
|
|
|
|
|
|
|
|
By:
|
Wynnefield
Capital Management, LLC,
|
|
|
|
General
Partner
|
|
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
|
|
|
Nelson
Obus, Co-Managing Member
|
|
|
|
|
|
|
WYNNEFIELD
SMALL CAP VALUE OFFSHORE FUND, LTD.
|
|
|
|
|
|
|
|
By:
|
Wynnefield
Capital, Inc.
|
|
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
|
|
|
Nelson
Obus, President
|
|
|
|
|
|
|
WYNNEFIELD
CAPITAL MANAGEMENT, LLC
|
|
|
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
|
|
|
Nelson
Obus, Co-Managing Member
|
|
|
|
|
|
|
WYNNEFIELD
CAPITAL, INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
|
|
|
Nelson
Obus, President
|
|
|
|
/s/
Nelson Obus
|
|
|
|
Nelson
Obus, Individually
|
|
|
|
|
|
|
|
/s/
Joshua Landes
|
|
|
|
Joshua
Landes, Individually
|
13
EXHIBIT
A
14
15
EXHIBIT
B
16
EXHIBIT
C
17
18
19
20
21
22
23
24
25
26
27
EXHIBIT
D
JOINT
FILING AGREEMENT
THIS
JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of
this
29th
day of
August, 2008, by and among Wynnefield Partners Small Cap Value, L.P., Wynnefield
Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund,
Ltd., Wynnefield Capital Management LLC, Wynnefield Capital Inc., Nelson
Obus
and Joshua Landes.
The
parties to this Agreement hereby agree to prepare jointly and file timely
(or
otherwise to deliver as appropriate) all filings on Schedule 13D and Schedule
13G (the "Filings") required to be filed by them pursuant to Section 13(d)
or
13(g) under the Securities Exchange Act of 1934, as amended, with respect
to
their respective beneficial ownership of the Common Stock of Liquidmetal
Technologies, Inc. that are required to be reported on any Filings. Each
party
to this Agreement further agrees and covenants to the other parties that
it will
fully cooperate with such other parties in the preparation and timely filing
(and other delivery) of all such Filings.
This
Agreement may be executed in separate counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
[Remainder
of page intentionally left blank.]
28
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first set forth above.
|
WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P.
|
||
|
|
|
|
|
|
By:
|
Wynnefield
Capital Management, LLC,
|
|
|
|
General
Partner
|
|
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
|
|
|
Nelson
Obus, Co-Managing Member
|
|
|
|
|
|
|
WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P. I
|
|
|
|
|
|
|
|
By:
|
Wynnefield
Capital Management, LLC,
|
|
|
|
General
Partner
|
|
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
|
|
|
Nelson
Obus, Co-Managing Member
|
|
|
|
|
|
|
WYNNEFIELD
SMALL CAP VALUE OFFSHORE FUND, LTD.
|
|
|
|
|
|
|
|
By:
|
Wynnefield
Capital, Inc.
|
|
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
|
|
|
Nelson
Obus, President
|
|
|
|
|
|
|
WYNNEFIELD
CAPITAL MANAGEMENT, LLC
|
|
|
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
|
|
|
Nelson
Obus, Co-Managing Member
|
|
|
|
|
|
|
WYNNEFIELD
CAPITAL, INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
|
|
|
Nelson
Obus, President
|
|
|
|
/s/
Nelson Obus
|
|
|
|
Nelson
Obus, Individually
|
|
|
|
|
|
|
|
/s/
Joshua Landes
|
|
|
|
Joshua
Landes, Individually
|
29