SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
Ezenia! Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
302311105
(CUSIP Number)
Samuel A. Kidston
North & Webster, LLC
10 Tower Office Park, Suite 420
Woburn, MA 01801
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 24, 2009
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box /_/.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
1 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 disclosures provided in a prior cover page.
The information required on 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 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).
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1 NAME OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
North & Webster, LLC
IRS No. 68-0620417
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 733,157*
OWNED BY
EACH
REPORTING
|
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
733,157*
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
733,157*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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14 TYPE OF REPORTING PERSON*
OO
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|
Includes 155,000 Shares held in managed accounts over which
North & Webster, LLC, has voting and dispositive power.
================================================================================
1 NAME OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Samuel A. Kidston
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 733,157*
OWNED BY
EACH
REPORTING
|
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
733,157*
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
733,157*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
|
Includes 155,000 Shares held in managed accounts over which
North & Webster, LLC, has voting and dispositive power.
================================================================================
1 NAME OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
North & Webster Value Opportunities Fund, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
--------------------------------------------------------------------------------
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
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 578,157
OWNED BY
EACH
REPORTING
|
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
578,157
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
578,157
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.94%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
|
The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
ITEM 1 SECURITY AND ISSUER
Title of Class of Securities
Common Stock (the "Shares")
Name and Address of Issuer
Ezenia!Inc. (the "Company" or the "Issuer")
14 Celina Ave, Suite 17-18
Nashua, NY 03063
ITEM 2 IDENTITY AND BACKGROUND
This statement is being filed by North & Webster, LLC ,
a Delaware limited liability company ("North & Webster"), whose principal
business and principal office address is 10 Tower Office Park, Suite 420,
Woburn, MA 01801. North & Webster acts as an investment advisor for third
parties and serves as the General Parner of The North & Webster Value
Opportunities Fund, L.P. ("Value Fund"). Accordingly, North & Webster
may be deemed for purposes of Rule 13d-3 of the Securities
and Exchange Act of 1934, as amended ("Rule
13d-3"), to be the beneficial owner of the Shares owned by Value Fund, The
managing member of North & Webster is Samuel A. Kidston. North & Webster
is the general partner of the North & Webster Value Opportunities Fund,
LP, a Delaware limited liability company.
Value Fund is a Delaware limited partnership
whose principal business and principal office address is 10 Tower Office Park
Suite 420, Woburn, MA 01801 and whose principal business is investing
in securities in order to achieve its investment objectives.
Mr. Kidston is a citizen of the United States and
North & Webster is a Delaware limited liability company.
The principal business of Mr. Kidston
is acting as managing member of North & Webster. The principal
business of North & Webster is providing investment advice to
third parties and acting as general partner of Value Fund.
The principal office address of each of Mr. Kidston
and North & Webster is 10 Tower Office Park, Suite 420, Woburn, MA 01801.
During the past five years none of North & Webster, Value Fund, or
Mr. Kidston has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which any of the foregoing was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities
laws, or finding any violation with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of August 3, 2009, North & Webster has caused the Value Fund
and certain managed accounts to invest approximately $52,104 and $12,876,
respectively in the Shares of the Issuer using their working capital.
ITEM 4 PURPOSE OF TRANSACTION
The Shares were acquired for investment purposes. However, North &
Webster may hold discussions with various parties, including, but not limited
to, the Issuer's management,its board of directors and other shareholders
on a variety of possible subjects regarding ways to increase
shareholder value. Some of the suggestions North & Webster might make could
affect control of the Issuer and/or may relate to the following: the
merger, acquisition or liquidation of the Issuer to third parties,
the sale or transfer of assets of the Issuer to third parties,
operational matters, a change in the board of directors or the management
of theIssuer, a change in the present capitalization or dividend policy
of the Issuer or a change in the Issuer's charter or by-laws. North &
Webster intends to pay close attention to developments at and pertaining
to the Issuer, and, subject to market conditions and other factors
deemed relevant by North & Webster, North & Webster
may, directly or indirectly, purchase additional Shares of the Issuer or dispose
of some or such Shares in open-market transaction or privately negotiated
transactions. The Reporting Persons have no present plan or proposal which would
relate to or result in any of the matters set forth in subparagraphs (a) - (j)
of Item 4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions discussed above.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) As investment manager of Value Fund, North & Webster
may be deemed to have the sole voting and investment authority over the Shares
owned by Value Fund for purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended ("Rule 13d-3"), may be
deemed to be the beneficial owner of 733,157 Shares representing
approximately 5.0% of the outstanding shares of the Issuer (based upon
14,658,217 shares of Common Stock outstanding as of May 14, 2009, as
reported on Form 10-Q for the period ended March 31, 2009.) North & Webster
disclaims any beneficial ownership of the Shares covered by this Statement.
Value Fund is the beneficial owner of 578,157 Shares or 3.94% of the
outstanding shares of the Issuer.
(c) North & Webster caused Value Fund to effect transactions in the
Shares during the past 60 days as set forth below:
NUMBER OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
6/30/2009 open market purchase 600 0.20
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North & Webster caused certain managed accounts to effect transactions in the
Shares during the past 60 days as set forth below:
NUMBER OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
7/14/2009 open market purchase 1,700 0.16
7/24/2009 open market purchase 3,300 0.16
|
(d) Inapplicable.
(e) Inapplicable.
ITEM 6 Inapplicable
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit Exhibit
No. Description
--- ---------------------------------------------------------------
1 Joint Filing Agreement dated August 3, 2009 by and among
North & Webster, LLC, North & Webster Value Opportunities
Fund, L.P., and Samuel A. Kidston.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: August 3, 2009 North & Webster, LLC
By: /s/ Samuel A. Kidston
---------------------------------
Name: Samuel A. Kidston
Title: Managing Member
/s/ Samuel A. Kidston
-------------------------------------
Samuel A. Kidston
North & Webster Value Opportunities Fund, L.P.
|
By: North & Webster, LLC
By: /s/ Samuel A. Kidston
---------------------------------
Name: Samuel A. Kidston
Title: Managing Member
|
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D dated August 3, 2009
2006,(including amendments thereto) with respect to the Common Stock of
Ezenia! Inc. This Joint Filing Agreement shall be filed as an
Exhibit to such Statement.
Dated: August 3, 2009 North & Webster, LLC
By: /s/ Samuel A. Kidston
---------------------------------
Name: Samuel A. Kidston
Title: Managing Member
/s/ Samuel A. Kidston
-------------------------------------
Samuel A. Kidston
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North & Webster Value Opportunities Fund, L.P.
By: North & Webster, LLC
By: /s/ Samuel A. Kidston
---------------------------------
Name: Samuel A. Kidston
Title: Managing Member
|
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