Cherokee International Corp - Amended Statement of Ownership (SC 13G/A)
13 Fevereiro 2008 - 6:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
CHEROKEE
INTERNATIONAL CORPORATION
|
(Name
of Issuer)
|
|
Common
Stock,
|
(Title
of Class of Securities)
|
|
164450108
|
(CUSIP
Number)
|
|
December
31, 2007
|
(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:
*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 164450108
|
1
|
NAME
OF REPORTING PERSON
:
BC
Advisors, LLC
I.R.S.
Identification Nos. of above persons (entities only):
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER
:
326,941
|
6
|
SHARED
VOTING POWER
:
0
|
7
|
SOLE
DISPOSITIVE POWER
:
326,941
|
8
|
SHARED
DISPOSITIVE POWER
:
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,941
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%*
|
12
|
TYPE
OF REPORTING PERSON
HC/CO
|
*
Based
on 19,414,855 shares of common stock issued and outstanding as of October 31,
2007, as reported by the issuer in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007.
CUSIP
No. 164450108
|
1
|
NAME
OF REPORTING PERSON
:
SRB
Management, L.P.
I.R.S.
Identification Nos. of above persons (entities only):
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER
:
326,941
|
6
|
SHARED
VOTING POWER
:
0
|
7
|
SOLE
DISPOSITIVE POWER
:
326,941
|
8
|
SHARED
DISPOSITIVE POWER
:
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,941
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%*
|
12
|
TYPE
OF REPORTING PERSON
IA/PN
|
*
Based
on 19,414,855 shares of common stock issued and outstanding as of October 31,
2007, as reported by the issuer in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007.
CUSIP
No. 164450108
|
1
|
NAME
OF REPORTING PERSON
:
Steven
R. Becker
I.R.S.
Identification Nos. of above persons (entities only):
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER
:
326,941
|
6
|
SHARED
VOTING POWER
:
0
|
7
|
SOLE
DISPOSITIVE POWER
:
326,941
|
8
|
SHARED
DISPOSITIVE POWER
:
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,941
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%*
|
12
|
TYPE
OF REPORTING PERSON
HC/IN
|
*
Based
on 19,414,855 shares of common stock issued and outstanding as of October 31,
2007, as reported by the issuer in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007.
|
This
Schedule 13G relates to the common stock (“Common Stock”) of Cherokee
International Corporation, acquired by SRB Management, L.P., a Texas
limited partnership (“SRB Management”), for the account of (1) SRB
Greenway Capital, L.P., a Texas limited partnership (“SRBGC”),
(2) SRB Greenway Capital (Q.P.), L.P., a Texas limited partnership
(“SRBQP”) and (3) SRB Greenway Offshore Operating Fund, L.P., a
Cayman Islands limited partnership (“SRB Offshore”). SRB Management is the
general partner of SRBGC, SRBQP and SRB Offshore. BC Advisors, LLC,
a
Texas limited liability company (“BCA”), is the general partner of SRB
Management. Steven R. Becker is the sole member of BCA. Each of the
reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Securities Exchange Act of 1934 and the rules
and
regulations thereunder with respect to the shares of Common Stock
reported
herein, and this Schedule 13G shall not be deemed to be an admission
that any such reporting person is a member of such a
group.
|
Item
1(a).
|
|
Name
of Issuer: Cherokee International
Corporation
|
Item 1(b).
|
|
Address of Issuer's Principal Executive
Offices:
|
Item 2(a).
|
|
Name of Person Filing:
|
|
|
See Item 1 of each cover
page.
|
Item 2(b).
|
|
Address of Principal Business Office or if none,
Residence:
|
|
|
300 Crescent Court, Suite
1111
|
Item 2(c).
|
|
Citizenship: See Item 4 of each cover
page.
|
Item 2(d).
|
|
Title of Class of Securities: Common
Stock
|
Item 2(e).
|
|
CUSIP Number: 164450108
|
|
(a)
|
Amount
Beneficially Owned:
|
|
|
As of December 31, 2007 (“Reporting Date”), SRB
Management was the beneficial owner of 326,941
shares
of Common Stock for the accounts of SRBGC, SRBQP and SRB Offshore,
including 31,500 shares for the account of SRBGC, 284,641 shares for
the
account of SRBQP and 10,800 shares for the account of SRB Offshore.
As the
general partner of SRB Management, BCA may be deemed to be the beneficial
owner of the shares of Common Stock beneficially owned by SRB Management,
and as the sole member of BCA, Steven R. Becker may also be deemed
to be
the beneficial owner of the shares of Common Stock beneficially owned
by
SRB Management.
|
|
(b)
|
Percent of Class: See Item 11 of each cover
page.
|
|
(c)
|
Number of shares as to which such person
has:
|
|
(i)
|
sole
power to vote or to direct the vote: See Item 5 of each cover
page.
|
|
(ii)
|
shared
power to vote or to direct the vote: See Item 6 of each cover
page.
|
|
(iii)
|
sole power to dispose or to direct the disposition
of:
See Item 7 of each cover page.
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: See Item 8 of each
cover
page.
|
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 of securities, check the following:
x
Item 6.
|
|
Ownership of More than Five Percent on Behalf of
Another
Person:
|
Item 7.
|
|
Identification and Classification of Subsidiary
Which
Acquired the Securities:
|
Item 8.
|
|
Identification and Classification of Members of
the
Group:
|
Item 9.
|
|
Notice of Dissolution of Group: Not
applicable.
|
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.
|
BC
ADVISORS, LLC
|
|
|
|
By:
/s/ Steven R.
Becker
|
|
Steven
R. Becker, Member
|
|
|
|
SRB
MANAGEMENT, L.P.
|
|
|
|
By:
BC Advisors, LLC, its general partner
|
|
|
|
|
|
Steven
R. Becker, Member
|
|
|
|
|
|
Steven
R. Becker
|
|
|
|
February
13, 2008
|
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