UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
SOMANETICS CORPORATION
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
834445405
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(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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 ("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. 834445405
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Merrion Investment Management Company, L.L.C.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: New Jersey
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Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 81,450*
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(6) Shared Voting Power: 5,700*
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(7) Sole Dispositive Power: 81,450*
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(8) Shared Dispositive Power: 5,700*
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
87,150*
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [X]*
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(11) Percent of Class Represented by Amount in Row (9): 0.7%*
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(12) Type of Reporting Person (See Instructions): IA
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* As of December 31, 2007, (i) certain affiliates (the "Affiliated Entities") of
Merrion Investment Management Company, L.L.C. ("MIM"), held 26,500 shares of the
common stock, par value $0.01 per share (the "Shares"), of SOMANETICS
CORPORATION, a Michigan corporation (the "Company"), (ii) William B. Wigton,
chairman of MIM, held no Shares, (iii) an immediate family member of Mr. Wigton
held no Shares, (iv) certain managed accounts of MIM (the "Managed Accounts")
held 54,950 Shares, (v) certain discretionary brokerage accounts held at an
affiliate of MIM (the "Brokerage Accounts") held an aggregate of 5,700 Shares
and (vi) certain nondiscretionary accounts held at an affiliate of MIM (the
"Nondiscretionary Accounts") held an aggregate of 22,960 Shares. MIM, a New
Jersey limited liability company and an investment adviser registered with the
Securities and Exchange Commission, serves as the investment manager of the
Affiliated Entities and the Managed Accounts and possesses sole power to vote
and direct the disposition of all Shares held by the Affiliated Entities and the
Managed Accounts. MIM may also be deemed to share the power to vote and direct
the disposition of Shares held by or for the benefit of Mr. Wigton and his
immediate family. Mr. Wigton serves as the investment representative with
respect to the Brokerage Accounts and may be deemed to share the power to vote
and direct the disposition of Shares held in the Brokerage Accounts. Neither of
MIM nor Mr. Wigton possess the power to vote or to direct the disposition of
Shares held by the Nondiscretionary Accounts. Thus, as of December 31, 2007, for
the purposes of Reg. Section 240.13d-3, MIM may be deemed to beneficially own
87,150 Shares, or 0.7% of the Shares deemed issued and outstanding as of that
date. MIM expressly disclaims beneficial ownership of the Shares beneficially
owned and held by, or for the benefit of, Mr. Wigton, his immediate family, the
Brokerage Accounts and the Nondiscretionary Accounts.
Item 1(a). Name of Issuer. SOMANETICS CORPORATION
Item 1(b). Address of Issuer's Principal Executive Offices.
1653 East Maple Road, Troy, Michigan 48083-4208
Item 2(a). Name of Person Filing.
Merrion Investment Management Company, L.L.C.
Item 2(b). Address of Principal Business Office or, if None, Residence.
210 Elmer Street, Westfield, NJ 07090-2128
Item 2(c). Citizenship.
Merrion Investment Management Company, L.L.C. is a New Jersey
limited liability company.
Item 2(d). Title of Class of Securities.
Common Stock, par value $0.01 per share
Item 2(e). CUSIP No. 834445405
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned (as of December 31, 2007) 87,150*
(b) Percent of Class (as of December 31, 2007) 0.7%*
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote 81,450*
(ii) shared power to vote or to direct the vote 5,700*
(iii) sole power to dispose or to direct the
disposition of 81,450*
(iv) shared power to dispose or to direct the
disposition of 5,700*
* As of December 31, 2007, (i) certain affiliates (the "Affiliated Entities") of
Merrion Investment Management Company, L.L.C. ("MIM"), held 26,500 shares of the
common stock, par value $0.01 per share (the "Shares"), of SOMANETICS
CORPORATION, a Michigan corporation (the "Company"), (ii) William B. Wigton,
chairman of MIM, held no Shares, (iii) an immediate family member of Mr. Wigton
held no Shares, (iv) certain managed accounts of MIM (the "Managed Accounts")
held 54,950 Shares, (v) certain discretionary brokerage accounts held at an
affiliate of MIM (the "Brokerage Accounts") held an aggregate of 5,700 Shares
and (vi) certain nondiscretionary accounts held at an affiliate of MIM (the
"Nondiscretionary Accounts") held an aggregate of 22,960 Shares. MIM, a New
Jersey limited liability company and an investment adviser registered with the
Securities and Exchange Commission, serves as the investment manager of the
Affiliated Entities and the Managed Accounts and possesses sole power to vote
and direct the disposition of all Shares held by the Affiliated Entities and the
Managed Accounts. MIM may also be deemed to share the power to vote and direct
the disposition of Shares held by or for the benefit of Mr. Wigton and his
immediate family. Mr. Wigton serves as the investment representative with
respect to the Brokerage Accounts and may be deemed to share the power to vote
and direct the disposition of Shares held in the Brokerage Accounts. Neither of
MIM nor Mr. Wigton possess the power to vote or to direct the disposition of
Shares held by the Nondiscretionary Accounts. Thus, as of December 31, 2007, for
the purposes of Reg. Section 240.13d-3, MIM may be deemed to beneficially own
87,150 Shares, or 0.7% of the Shares deemed issued and outstanding as of that
date. MIM expressly disclaims beneficial ownership of the Shares beneficially
owned and held by, or for the benefit of, Mr. Wigton, his immediate family, the
Brokerage Accounts and the Nondiscretionary Accounts.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class securities, check the following |X|.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
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.
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.
February 8, 2008
MERRION INVESTMENT MANAGEMENT COMPANY, LLC
By: /s/ Randolph Rogers
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Name: Randolph Rogers
Title: Chief Financial Officer
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)