UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Check the appropriate box to designate the rule pursuant to which this
Schedule 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. 461148108
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1. Names of Reporting Persons.
DCM Partners LLC
I.R.S. Identification Nos. of above persons (entities only): 13-4068276
........ ........................................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
........ ........................................................................................
3. SEC Use Only
........ ........................................................................................
4. Citizenship or Place of Organization Delaware, United States
.................. ...... .......................................................................
Number of 5. Sole Voting Power None
Shares ...... .......................................................................
Beneficially 6. Shared Voting Power 1,088,343
Owned by Each ...... .......................................................................
Reporting 7. Sole Dispositive Power None
Person With ...... .......................................................................
8. Shared Dispositive Power 1,088,343
........ ........................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,088,343
........ ........................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
........ ........................................................................................
11. Percent of Class Represented by Amount in Row (9)
5.1% based on 21,540,539 shares of common stock outstanding as of August 3, 2007
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12. Type of Reporting Person OO (Limited Liability Company)
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CUSIP No. 461148108
........ ........................................................................................
1. Names of Reporting Persons.
DCM Partners L.P.
I.R.S. Identification Nos. of above persons (entities only): 13-4068272
........ ........................................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
........ ........................................................................................
3. SEC Use Only
........ ........................................................................................
4. Citizenship or Place of Organization Delaware, United States
.................. ...... .......................................................................
Number of 5. Sole Voting Power None
Shares ...... .......................................................................
Beneficially 6. Shared Voting Power 1,088,343
Owned by Each ...... .......................................................................
Reporting 7. Sole Dispositive Power None
Person With ...... .......................................................................
8. Shared Dispositive Power 1,088,343
........ ........................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,088,343
........ ........................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
........ ........................................................................................
11. Percent of Class Represented by Amount in Row (9)
5.1% based on 21,540,539 shares of common stock outstanding as of August 3, 2007
........ ........................................................................................
12. Type of Reporting Person PN
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Item 1(a). Name of Issuer:
Intevac, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3560 Bassett Street
Santa Clara, CA 95054
Item 2(a). Name of Person Filing
DCM Partners LLC
DCM Partners L.P.
Item 2(b). Address of Principal Business Office or, if None, Residence
The address of the principal business office of each of DCM Partners LLC and DCM Partners L.P. is 909 Third Avenue, 30th Floor, New York, NY 10022.
Item 2(c). Citizenship
DCM Partners LLC is a Limited Liability Company formed under laws of State of Delaware.
DCM Partners L.P. is a Limited Partnership formed under the laws of the State of Delaware.
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value per share
Item 2(e). CUSIP Number:
461148108
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership:
DCM Partners LLC
DCM Partners L.P.
Landmark Select Master Fund, Ltd.
a. Amount beneficially owned: DCM Partners L.P. beneficially owns 610,333 shares of common stock; and Landmark Select Master Fund, Ltd. beneficially owns 478,010 shares of common stock (through an account managed by DCM Partners LLC) for an aggregate total of 1,088,343 shares of common stock.
b. Percent of Class: 5.1% based upon information provided by Intevac, Inc. in its most recently filed quarterly report on Form 10-Q which stated that there were approximately 21,540,539 shares of common stock outstanding as of August 3, 2007.
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable
Item 9. Notice of Dissolution of Group:
This Item 9 is 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 acquired and are held in the ordinary course of business and 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.
Date: August 20, 2007 DCM PARTNERS LLC
By: /s/ Erik Diamond
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Erik Diamond, Managing Member
Date: August 20, 2007 DCM PARTNERS L.P.
By: DCM Partners LLC, its general partner
By: /s/ Erik Diamond
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Erik Diamond, Managing Member
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EXHIBIT INDEX
A. Joint Filing Agreement, dated August 20, 2007 by and among DCM Partners LLC and DCM Partners L.P.
Ex-A
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Intevac, Inc., dated as of August 20, 2007 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: August 20, 2007
DCM Partners LLC
By: /s/ Erik Diamond
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Name: Erik Diamond
Title: Managing Member
Date: August 20, 2007 DCM Partners L.P.
By: DCM Partners LLC, its general partner
By: /s/ Erik Diamond
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Name: Erik Diamond
Title: Managing Member
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Ex-A