Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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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. 2)*
Par Technology Corporation
(Name of Issuer)
Common Stock, $0.02 par value
(Title of Class of Securities)
698884103
(CUSIP Number)
April 5, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o 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. |
698884103 |
| 1 | NAMES OF REPORTING PERSONS Prescott Group Capital Management, L.L.C. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| State of Oklahoma | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 0 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0.0%** | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IA | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
CUSIP No. |
698884103 |
| 1 | NAMES OF REPORTING PERSONS Prescott Group Aggressive Small Cap, L.P. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| State of Oklahoma | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 0 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0.0%** | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
CUSIP No. |
698884103 |
| 1 | NAMES OF REPORTING PERSONS Prescott Group Aggressive Small Cap II, L.P. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| State of Oklahoma | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 0 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0.0%** | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
CUSIP No. |
698884103 |
| 1 | NAMES OF REPORTING PERSONS Phil Frohlich |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| U.S. Citizen | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 0 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0.0%** | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
SCHEDULE 13G/A
This Amendment No. 2 (this “Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on
behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company
(“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership
(“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited
partnership (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”),
and Mr. Phil Frohlich, the principal of Prescott Capital, relating to shares of Common Stock, $0.02
par value (the “Common Stock”), of Par Technology Corporation, a Delaware corporation (the
“Issuer”).
This Amendment is being filed to report that the Reporting Persons no longer own shares of
Common Stock of the Issuer and amends and restates the Schedule 13G as follows.
| Item 1(a) | Name of Issuer. |
Par Technology Corporation
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
PAR Technology Park
8383 Seneca Turnpike
New Hartford, New York 13413-4991
8383 Seneca Turnpike
New Hartford, New York 13413-4991
| Item 2(a) | Name of Person Filing. |
Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group
Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small
Cap II, L.P. (“Prescott Small Cap II” and, together with Prescott Small Cap, the
“Small Cap Funds”) and Mr. Phil Frohlich.
| Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
1924 South Utica, Suite 1120
Tulsa, Oklahoma 74104-6529
Tulsa, Oklahoma 74104-6529
| Item 2(c) | Citizenship or Place of Organization. |
Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are
Oklahoma limited partnerships. Mr. Phil Frohlich is the principal of Prescott
Capital and is a U.S. citizen.
| Item 2(d) | Title of Class of Securities. |
Common Stock, $0.02 par value (the “Common Stock”).
| Item 2(e) | CUSIP Number. |
698884103
| Item 3 | Reporting Person. |
Inapplicable.
| Item 4 | Ownership. |
The Reporting Persons own 0 shares of Common Stock of the Issuer.
| 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 Persons have ceased to be the beneficial owners of more than five percent
of the class of securities, check the following þ.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
| 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.
| Exhibits | Exhibit 1 |
Joint Filing Agreement dated April 8, 2011, between Prescott Capital, the Small Cap
Funds and Mr. Phil Frohlich.
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: April 8, 2011
| Prescott Group Capital Management, L.L.C. | ||||||
| By: | /s/ Phil Frohlich
|
|||||
| Prescott Group Aggressive Small Cap, L.P. | ||||||
| By: | Prescott Group Capital Management, L.L.C., its general partner | |||||
| By: | /s/ Phil Frohlich
|
|||||
| Prescott Group Aggressive Small Cap II, L.P. | ||||||
| By: | Prescott Group Capital Management, L.L.C., its general partner | |||||
| By: | /s/ Phil Frohlich
|
|||||
| /s/ Phil Frohlich | ||||||
| Phil Frohlich | ||||||