* 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 (“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.
834256208
|
13D/A
|
Page
2 of 9
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
ERIKSEN CAPITAL MANAGEMENT LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(SEE INSTRUCTIONS)
|
|
|
(a)
¨
|
|
|
|
(b)
¨
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
¨
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Washington
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
184,322
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
213,222
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
213,222
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
11.2%
|
|
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
|
IA
|
|
|
|
*
|
Percentage calculated based on 1,901,959 shares of common
stock, par value $.01 per share, outstanding as of February 28, 2019, as reported in the press release of Solitron Devices, Inc.,
filed with the Securities and Exchange Commission on May 10, 2019.
|
CUSIP No.
834256208
|
13D/A
|
Page
3 of 9
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
CEDAR CREEK PARTNERS LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(SEE INSTRUCTIONS)
|
|
|
(a)
¨
|
|
|
|
(b)
¨
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
¨
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Washington
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
184,322
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
184,322
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
184,322
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
9.7%
|
|
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
|
PN
|
|
|
|
*
|
Percentage calculated based on 1,901,959 shares of common
stock, par value $.01 per share, outstanding as of February 28, 2019, as reported in the press release of Solitron Devices, Inc.,
filed with the Securities and Exchange Commission on May 10, 2019.
|
CUSIP No.
834256208
|
13D/A
|
Page
4 of 9
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
TIM ERIKSEN
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(SEE INSTRUCTIONS)
|
|
|
(a)
¨
|
|
|
|
(b)
¨
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
PF
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
15,000
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
15,000
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
15,000
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.8%
|
|
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
|
IN
|
|
|
|
*
|
Percentage calculated based on 1,901,959 shares of common
stock, par value $.01 per share, outstanding as of February 28, 2019, as reported in the press release of Solitron Devices, Inc.,
filed with the Securities and Exchange Commission on May 10, 2019.
|
CUSIP No.
834256208
|
13D/A
|
Page 5
of 9
|
Explanatory Note
This Amendment No. 5 (this “Amendment”)
amends and restates the Schedule 13D filed on August 7, 2014, as amended by Amendment No. 1 filed on November 26, 2014, Amendment
No. 2 filed on January 22, 2015, Amendment No. 3 filed on July 6, 2015, and Amendment No. 4 filed on August 10, 2015, by the Reporting
Persons (as defined below) relating to the Common Stock (as defined below) of the Issuer (as defined below).
Item 1.
Security and Issuer
This Amendment relates to shares of the
Common Stock, par value $.01 per share (the “Common Stock”), of Solitron Devices, Inc. (the “Issuer” or
“Solitron Devices”). The address of the issuer is 3301 Electronics Way, West Palm Beach, Florida, 33407.
Item 2. Identity
and Background
(a) This
Statement is filed by Tim Eriksen on behalf of Eriksen Capital Management LLC (“ECM”), a registered investment adviser
with the State of Washington, and Cedar Creek Partners, LLC (“CCP”). ECM is the managing member of CCP, a private investment
partnership, and investment advisor to separately managed accounts. Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.” By virtue of his position with ECM, Mr. Eriksen has the
sole power to vote and dispose of the Issuer’s Shares owned by CCP.
(b) The
principal business address of Mr. Eriksen, ECM and CCP is 567 Wildrose Circle, Lynden, WA 98264.
(c) The
principal business of CCP is acquiring, holding and disposing of investments in various companies. The principal business of ECM
is serving as the investment manager of CCP and separately managed accounts. The principal occupation of Mr. Eriksen is serving
as the sole manager of ECM.
(d) No
Reporting Person described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) None
of the Reporting Parties described herein has, during the last five years, been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding 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 violations
with respect to such laws.
(f) Mr.
Eriksen is a citizen of the United States. ECM and CCP are both Washington limited liability companies.
Item 3. Source
and amount of Funds or Other Consideration
The Common Stock of the Issuer was acquired
in open market purchases with working capital of CCP, the uncommitted cash of separately managed accounts (“SMA”) and
the personal funds of Mr. Eriksen. The amount of funds expended, excluding commissions, to acquire the shares purchased on May
16, 2019 by CCP is $78,750, for the SMAs is $10,850, and for Mr. Eriksen is $9,250.
CUSIP No.
834256208
|
13D/A
|
Page
6 of 9
|
Item 4. Purpose
of Transaction
The Reporting Persons acquired shares of
Solitron Devices because they continue to believe that the Common Stock is significantly undervalued.
The Reporting Persons requested and received
from the Board of Directors an exemption pursuant to the Rights Agreement, dated as of May 12, 2017, between Solitron Devices and
Continental Stock Transfer & Trust Company, before purchasing the shares on May 16, 2019.
No Reporting Person has any 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.
Each of the Reporting Persons intends to review its investment in the Issuer on a continuing basis. Depending on various factors
including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions
in the securities markets and general economic and industry conditions, each of the Reporting Persons may in the future take such
actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional
Shares, selling some or all of its Shares, or changing its intention with respect to any and all matters referred to in Item 4.
Item 5. Interest
in Securities of the Issuer
The following list sets forth the aggregate
number and percentage (based on 1,901,959 shares of Common Stock outstanding on February 28, 2019, as reported in the press release
of the Issuer filed with the Securities and Exchange Commission on May 10, 2019) of outstanding shares of Common Stock owned beneficially
by the Reporting Persons.
Name
|
|
No. of Shares
|
|
|
Percent of
Class
|
|
Cedar Creek Partners LLC (1)
|
|
|
184,322
|
|
|
|
9.7
|
%
|
Separately Managed Accounts (2)
|
|
|
28,900
|
|
|
|
1.5
|
%
|
Tim Eriksen (3)
|
|
|
15,000
|
|
|
|
0.8
|
%
|
Total
|
|
|
228,222
|
|
|
|
12.0
|
%
|
|
(1)
|
These shares are owned by CCP, an investment partnership,
for which ECM is Managing Member, and acts as the discretionary portfolio manager. CCP has sole voting power and dispositive power
over the shares.
|
|
(2)
|
These shares are owned by investment clients of ECM,
who are also responsible to vote the shares and as a result they have sole voting power over these shares. ECM does not own these
shares directly, but by virtue of ECM’s Investment Advisory Agreement with the clients of ECM, each may be deemed to beneficially
own Shares by reason of their power to dispose of such Shares and as a result ECM has sole dispositive power over these Shares.
ECM disclaims beneficial ownership of such Shares except to the extent of its pecuniary interest.
|
|
(3)
|
These shares are owned by Mr. Eriksen in his individual
capacity and as a result Mr. Eriksen has sole voting power and sole dispositive power over these shares.
|
CUSIP No.
834256208
|
13D/A
|
Page 7
of 9
|
The following table sets forth all transactions
with respect to the Common Stock effected by Reporting Persons during the 60 days prior to the filing of this Amendment.
Name
|
|
Transaction
Date
|
|
No. of Shares
|
|
|
Price per Share
|
|
Cedar Creek Partners LLC
|
|
May 16, 2019
|
|
|
45,000
|
|
|
$
|
1.75
|
|
Separately Managed Accounts
|
|
May 16, 2019
|
|
|
6,200
|
|
|
$
|
1.75
|
|
Tim Eriksen
|
|
May 16, 2019
|
|
|
5,000
|
|
|
$
|
1.85
|
|
Total
|
|
|
|
|
56,200
|
|
|
|
|
|
Item 6. Contracts,
Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.
Other than as described herein, there are
no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any
other person, with respect to the securities of the Issuer.
Item 7. Material
to be Filed as Exhibits.
Exhibit 1: Joint Filing Agreement.*
* Previously filed as Exhibit 3 with Amendment
No. 3 filed on July 6, 2015.
CUSIP No.
834256208
|
13D/A
|
Page 8
of 9
|
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: May 21, 2019
|
ERIKSEN CAPITAL MANAGEMENT LLC
|
|
|
|
|
By:
|
/s/ Tim Eriksen
|
|
|
Tim Eriksen
|
|
|
Managing Member
|
|
|
|
|
CEDAR CREEK PARTNERS LLC
|
|
|
|
|
By:
|
/s/ Tim Eriksen
|
|
|
Tim Eriksen
|
|
|
Managing Member
|
|
|
|
|
TIM ERIKSEN
|
|
|
|
/s/ Tim Eriksen
|
CUSIP No.
834256208
|
13D/A
|
Page 9
of 9
|
EXHIBIT INDEX
Exhibit No.
|
Description
|
1
|
Joint Filing Agreement.*
|
* Previously filed as Exhibit 3 with Amendment
No. 3 filed on July 6, 2015.