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.
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment
No. 1)
Super
Vision International, Inc.
|
(Name
of Issuer)
CLASS
A COMMON STOCK, PAR VALUE $.001 PER SHARE
|
|
(Title
of Class of Securities)
868042
10 2
|
|
(CUSIP
Number)
Jay
Weil, Esq.
27
Viewpoint Road
Wayne,
New Jersey 07470
Tel.
No. (973) 633-5072
|
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
7, 2006
|
|
(Date
of Event Which Requires Filing of This
Statement)
|
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition
which is the subject of this Schedule 13D, and is filing this schedule because
of Rule
13d-1(b)(3) or (4), check the following box . o
Note.
Six
copies of this statement, including all exhibits, should be filed with the
Commission.
See
Rule
13d-1 (a) for other parties to whom copies are to be sent.
(Continued
on the following pages)
(Page
1
of 10 Pages)
|
CUSIP
No. 868042 10 2
|
13D
|
Page
2 of
10 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tebo
Partners II, LLC 20-3022769
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /
/
(b) /
/
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS*
WC
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEM
2(d) or 2(e) / /
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Kansas
|
|||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED
BY EACH
REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
0
|
||
|
8
|
SHARED
VOTING POWER
250,369
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
250,369
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,369
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.11%
|
|||
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
|||
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
||||
2
|
CUSIP
No. 868042 10 2
|
13D
|
Page
3
of 10 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tebo
Capital, LLC 020579912
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /
/
(b) /
/
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS*
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEM
2(d) or 2(e) /
/
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Kansas
|
|||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON WITH |
7
|
SOLE
VOTING POWER
0
|
||
|
8
|
SHARED
VOTING POWER
250,369
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
250,369
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,369
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.11%
|
|||
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
|||
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
||||
3
|
CUSIP
No. 868042 10 2
|
13D
|
Page
4
of 10 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Todd
A. Tumbleson
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /
/
(b) /
/
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS*
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEM
2(d) or 2(e) /
/
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
350,693
|
||
|
8
|
SHARED
VOTING POWER
282,401
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
350,693
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
282,401
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
633,094
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
|
|||
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|||
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
||||
4
The
Statement on Schedule 13D filed by the Reporting Persons (as such term is
defined below) on July 21, 2005 is amended to read in its entirety as follows:
Item
1. Security
and Issuer.
(a)
This
Statement on Schedule 13D relates to the Class A Common Stock, par value
$.001
per share (the "Class A Common Stock"), of Super Vision International, Inc.,
a
Delaware corporation (the "Company").
(b)
The
principal executive offices of the Company are located at 8210 President’s
Drive, Orlando, Florida 32809.
Item
2. Identity
and Background.
(a)
This
Statement on Schedule 13D is being jointly filed by Tebo Partners II, LLC,
a
Kansas limited liability company (“Tebo Partners”), Tebo Capital, LLC, a Kansas
limited liability company (“Tebo Capital”), and Todd A. Tumbleson (“Tumbleson”
and collectively with Tebo Partners and Tebo Capital, the "Reporting
Persons").
(b)
The
business address of each of the Reporting Persons is 12516 Alhambra Street,
Leawood, Kansas 66209.
(c)
Tebo
Partners directly owns 250,369 of the shares of Class A Common Stock reported
as
beneficially owned herein. Tebo Capital is the sole manager of Tebo Partners.
Todd Tumbleson is the sole member of Tebo Capital. By virtue of their control
over the investment and disposition decisions of Tebo Partners, Tebo Capital
and
Tumbleson may be deemed to beneficially own all of the securities directly
owned
by Tebo Partners. Tumbleson also owns jointly with his wife, an additional
32,032 shares of Class A Common
Stock of the Company and Tumbleson is the
beneficial owner of 100,897 outstanding shares of Class A Common Stock directly
owned by the Todd A. Tumbleson IRA (the “Tumbleson IRA”) and 10,314 outstanding
shares of Class A Common Stock directly owned by the Tebo Capital SEP IRA
(“Tebo
IRA”). In addition, Tumbleson, the Tumbleson IRA and the Tebo IRA hold warrants
to purchase Class A Common Stock, which warrants contain certain limitations
on
exercise which provide that the number of shares of Class A Common Stock
that
may be acquired by the holder of the warrants upon any exercise of the
warrant
(or
otherwise in respect hereof) shall be limited to the extent necessary to
insure
that, following such exercise (or other issuance), the total number of shares
of
Class A Common Stock then beneficially owned by such holder and the holder’s
affiliates and any other persons whose beneficial ownership of Class A Common
Stock would be aggregated with the holder’s for purposes of
Section 13(d) of the Securities Exchange Act of 1934, does not exceed
9.999%
of the
total number of issued and outstanding shares of Class A Common Stock (including
for such purpose the shares of Class A Common Stock issuable upon such
exercise).
(d)-(e)
During the last five years, none of the Reporting Persons has been convicted
in
any criminal proceeding (excluding traffic violations or similar misdemeanors)
nor during that time has any of the Reporting Persons been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
which
resulted in a judgment, decree or final order enjoining the Reporting Person
from future violations of, or prohibiting or mandating activities subject
to,
federal or state securities laws or any finding of any violation with respect
to
such laws.
5
(f)
Tumbleson is a citizen of the United States of America. Each of Tebo Partners
and Tebo Capital is a Kansas limited liability company.
Item
3. Source
and Amount of Funds or Other Consideration.
250,369
shares of the Company’s Class A Common Stock were acquired by the Reporting
Persons in a private purchase on July 15, 2005 from Cooper Lighting, Inc.
for an
aggregate purchase price of $753,014. All of the funds used by Tebo Partners
to
make the purchase were obtained from equity investments made in Tebo Partners
by
its members. Tumbleson acquired the 32,032 shares owned by him jointly with
his
wife with personal funds. Tumbleson acquired the warrants held directly by
him
as compensation in connection with a private placement of the Company’s
securities consummated on December 7, 2006 (the “Placement”). The Tumbleson IRA
and the Tebo IRA acquired the Class A Common Stock and warrants to purchase
Class A Common Stock in the Placement with personal funds.
Item
4. Purpose
of Transaction.
The
Reporting Persons acquired the all of the shares of Class A Common Stock
reported herein as beneficially owned by them for investment purposes only.
Except
as
set forth herein, no Reporting Person has any plans or proposals which would
relate to or result in:
|
(a)
|
The
acquisition by any person of additional securities of the Company,
or the
disposition of securities of the
Company;
|
|
(b)
|
An
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation, involving the Company or any of its
subsidiaries;
|
|
(c)
|
A
sale or transfer of a material amount of assets of the Company
or any of
its subsidiaries;
|
|
(d)
|
Any
change in the present board of directors or management of the Company,
including any plans or proposals to change the number or terms
of
directors or to fill any existing vacancies on the
board;
|
|
(e)
|
Any
material change in the present capitalization or dividend policy
of the
Company;
|
|
(f)
|
Any
other material change in the Company's business or corporate
structure;
|
6
|
(g)
|
Changes
in the Company's charter, by-laws or instruments corresponding
thereto or
other actions which may impede the acquisition of control of the
Company
by any person;
|
|
(h)
|
Causing
a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an
inter-dealer quotation system of a registered national securities
association;
|
|
(i)
|
A
class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities
Exchange Act of 1934, as amended;
or
|
|
(j)
|
Any
action similar to any of those enumerated
above.
|
Each
of
the Reporting Persons reserves the right from time to time to acquire or
dispose
of shares of Common Stock, or to formulate other purposes, plans or proposals
regarding the Company or securities of the Company held by such Reporting
Person
to the extent deemed advisable in light of general investment policies, market
conditions and other factors.
Item
5. Interest
in Securities of the Issuer.
(a)
As of
the date hereof, Tebo Partners and Tebo Capital may be deemed to beneficially
own 250,369 shares of the Company's Class A Common Stock representing
approximately 4.11% of the Company's outstanding Class A Common Stock and
Tumbleson may be deemed to beneficially own 633,094 shares of the Company's
Class A Common Stock representing 9.99% of the Company's outstanding Class
A
Common Stock. The number of shares of the Company’s Class A Common Stock
beneficially owned by Tumbleson includes the 250,369 shares also beneficially
owned by Tebo Partners and Tebo Capital, 32,032 shares owned by Tumbleson
jointly with his wife, 100,897 outstanding shares owned directly by the
Tumbleson IRA, 10,314 outstanding shares owned directly by the Tebo IRA and
shares of Class A Common Stock issuable upon exercise of warrants held by
Tumbleson, the Tumbleson IRA and the Tebo IRA, which warrants are subject
to
limitations on exercise referred to in Item 2(c). Warrants to purchase the
following total number of shares (without giving effect to limitations on
exercise provisons contained in such warrants) are held by the foregoing
persons: Tumbleson - 300,000 warrants with an exercise price of $2.23 per
share;
the Tumbleson IRA - 60,538 warrants with an exercise price of $2.23 per share
and 15,135 warrants with an exercise price of $3.00 per share; and the Tebo
IRA
- 6,188 warrants with an exercise price of $2.23 per share and 1,547 warrants
with an exercise price of $3.00 per share.
(b)
Tebo
Partners and Tebo Capital share the power to vote or to direct the vote of,
and
the power to dispose or direct the disposition of all of the shares reported
as
beneficially owned by such Reporting Persons. Tumbleson shares with his wife
the
power to vote or to direct the vote of, and the power to dispose or direct
the
disposition of all of the 32,032 shares reported as jointly owned by Tumbleson
and his wife. Tumbleson has the sole power to vote or to direct the vote
of, and
the power to dispose or direct the disposition of all of the other shares
reported as beneficially owned by Tumbleson.
7
(c)
Except as set forth herein, no transactions in the Class A Common Stock were
effected during the past sixty days by any of the Reporting Persons.
(d)
Not
applicable.
(e)
Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
None
| Item 7. |
Material
to be Filed as Exhibits.
|
|
1.
|
Joint
Filing Agreement among the Reporting Persons, dated July 21,
2005.*
|
*Filed
herewith.
8
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete
and
correct.
|
December
14, 2006
(Date)
|
||
| /s/ Todd A. Tumbleson | ||
|
Todd A. Tumbleson |
||
|
TEBO
PARTNERS II, LLC
|
||
| By: | Tebo Capital, LLC, Manager | |
| By: | /s/ Todd A. Tumbleson | |
|
Todd
A. Tumbleson, Member
|
||
|
TEBO
CAPITAL, LLC
|
||
| By: | /s/ Todd A. Tumbleson | |
|
Todd Tumbleson, Member |
||
9