UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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
................................................................................
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 1,240,233
Shares ..............................................................
Beneficially 6. Shared Voting Power 865,697
Owned by Each ..............................................................
Reporting 7. Sole Dispositive Power 1,240,233
Person With ..............................................................
8. Shared Dispositive Power 865,697
................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,105,930
................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
| |
................................................................................
11. Percent of Class Represented by Amount in Row (9)
9.76% based on 21,574,832 shares of common stock outstanding as of
November 2, 2007
................................................................................
12. Type of Reporting Person:
OO
2
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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):
13-4068276
................................................................................
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 1,240,233
Shares ..............................................................
Beneficially 6. Shared Voting Power 865,697
Owned by Each ..............................................................
Reporting 7. Sole Dispositive Power 1,240,233
Person With ..............................................................
8. Shared Dispositive Power 865,697
................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,105,930
................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
| |
................................................................................
11. Percent of Class Represented by Amount in Row (9)
9.76% based on 21,574,832 shares of common stock outstanding as of
November 2, 2007
................................................................................
12. Type of Reporting Person:
PN
3
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CUSIP No. 461148108
................................................................................
1. Names of Reporting Persons.
Erik Diamond
I.R.S. Identification Nos. of above persons (entities only)
................................................................................
2. Check the Appropriate Box if a Member of a Group
(a)[X]
(b)[ ]
................................................................................
3. SEC Use Only
4. Citizenship or Place of Organization United States
..............................................................
Number of 5. Sole Voting Power 1,240,233
Shares ..............................................................
Beneficially 6. Shared Voting Power 865,697
Owned by Each ..............................................................
Reporting 7. Sole Dispositive Power 1,240,233
Person With ..............................................................
8. Shared Dispositive Power 865,697
................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,105,930
................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
................................................................................
11. Percent of Class Represented by Amount in Row (9)
9.76% based on 21,574,832 shares of common stock outstanding
as of November 2, 2007
................................................................................
12. Type of Reporting Person IN
4
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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.
Erik Diamond
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.
Erik Diamond is a United States citizen.
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.
Erik Diamond
a. Amount beneficially owned: DCM Partners L.P. beneficially owns 1,240,233 shares of common stock; and Landmark Select Master Fund, Ltd. beneficially owns 865,697 shares of common stock (through an account managed by DCM Partners LLC) for an aggregate total of 2,105,930 shares of common stock. Erik Diamond is General Partner of DCM Partners LP and Managing Member of DCM Partners LLC.
b. Percent of Class: 9.76% based upon information provided by Intevac, Inc. in its most recently filed quarterly report on Form 10-Q which stated that there were approximately 21,574,832 shares of common stock outstanding as of November 2, 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: February 14, 2008 DCM PARTNERS LLC
By: /s/ Erik Diamond
-------------------------------------------------
Erik Diamond, Managing Member
Date: February 14, 2008 DCM PARTNERS L.P.
By: DCM Partners LLC, its general partner
By: /s/ Erik Diamond
-------------------------------------------------
Erik Diamond, Managing Member
Date: February 14, 2008 ERIK DIAMOND
By: /s/ Erik Diamond
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EXHIBIT INDEX
A. Joint Filing Agreement, dated February 14, 2008 by and among DCM Partners LLC and DCM Partners L.P.
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 February 14, 2008 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: February 14, 2008
DCM Partners LLC
By: /s/ Erik Diamond
----------------
Name: Erik Diamond
Title: Managing Member
Date: February 14, 2008 DCM Partners L.P.
By: DCM Partners LLC, its general partner
By: /s/ Erik Diamond
----------------
Name: Erik Diamond
Title: Managing Member
Date: February 14, 2008 ERIK DIAMOND
By: /s/ Erik Diamond
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