Sunrise Capital Partners LP – ‘SC 13D/A’ on 7/12/02 re: Nexiq Technologies Inc

On:  Friday, 7/12/02, at 1:21pm ET   ·   Accession #:  950172-2-1546   ·   File #:  5-42124

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    SC 13D - Amendment No. 11                             10±    41K 
 2: EX-99       Exhibit V                                             12±    42K 

SC 13D/A   —   SC 13D – Amendment No. 11
Document Table of Contents

UNITED STATES     
SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549    

SCHEDULE 13D    
Under the Securities Exchange Act of 1934     

Amendment No. 11    

NEXIQ Technologies, Inc. (f/k/a WPI Group, Inc.)    
--------------------------------------------------    
(Name of Issuer)    

Common Stock, $0.01 par value     
-------------------------------     
(Title of Class and Securities)     

929930k107    
(CUSIP Number)    

Sunrise Capital Partners, L.P.    
685 Third Avenue, 15th Floor    
New York, NY 10017    
Att: Joseph Julian    
212-582-3015    
-------------------------------------------------------------     
(Name, Address and Telephone Number of Person Authorized    
to Receive Notices and Communications)    

July 12, 2002     
---------------     
(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 Sections 240.13d-1(e), 240.13d-1(f) or      
240.13d-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 Section            
240.13d-7 for other parties to whom copies are to be sent.                  

* 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).                                           

SCHEDULE 13D    

CUSIP No.  929930k107                                                 
-------------------------------------------------------------------   
1.   NAMES OF REPORTING PERSONS                                       
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) 

Sunrise Capital Partners, L.P.              
-------------------------------------------------------------------   
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 ITEMS 2(d) or 2(e)                    (  )      

-------------------------------------------------------------------   
6.   CITIZENSHIP OR PLACE OF ORGANIZATION                             

Delaware                                            
-------------------------------------------------------------------   
            7.   SOLE VOTING POWER
NUMBER OF                    32,239,800                   
    SHARES                 -------------------------------------
BENEFICIALLY              8.   SHARED VOTING POWER            
OWNED BY                     1,732,484                    
     EACH                  -------------------------------------
REPORTING                 9.   SOLE DISPOSITIVE POWER         
PERSON                      32,239,800                  
     WITH                  -------------------------------------
                   10.  SHARED DISPOSITIVE POWER
    None
-------------------------------------------------------------------   
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
33,972,284                                  
------------------------------------------------------------------  
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN     
SHARES                                        (  )          

-------------------------------------------------------------------   
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                 
83.9%                                       
-------------------------------------------------------------------   
14.  TYPE OF REPORTING PERSON                                         

PN                                          
-------------------------------------------------------------------   

   This Amendment No. 11 to Schedule 13D (this "Amendment") is being
filed pursuant to Rule 13d-2 of the Rules and Regulations under the             
Securities Exchange Act of 1934, as amended (the "Act") by Sunrise Capital      
Partners, L.P., a Delaware limited partnership ("Sunrise"), with respect to     
the common stock, par value $0.01 per share (the "Common Stock"), of NEXIQ      
Technologies, Inc. (the "Company"). This Amendment amends the Schedule 13D      
filed on August 21, 2000, as amended by Amendment No. 1 filed on November       
16, 2000, Amendment No. 2 filed on January 29, 2001, Amendment No. 3 filed      
on September 21, 2001 and Amendment No. 4 filed on October 30, 2001,            
Amendment No. 5 thereto filed on November 14, 2001, Amendment No. 6 thereto     
filed on January 23, 2002, Amendment No. 7 thereto filed on January 31,         
2002, Amendment No. 8 thereto filed on March 4, 2002, Amendment No. 9           
thereto filed on May 23, 2002 and Amendment No. 10 thereto filed on June 4,     
2002.                                                                           

The Schedule 13D previously filed is hereby amended by the    
addition of the following information:                                          

Item 1.  SECURITY AND ISSUER                                                    

This Schedule relates to the Common Stock, $0.01 par value, of
NEXIQ Technologies, Inc. (f/k/a WPI Group, Inc.), 6405 Nineteen Mile Road,      
Sterling Heights, Michigan 48314.                                               

Item 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

As previously disclosed on Schedule 13D, Sunrise has purchased
from the Company certain convertible promissory notes (described in Item 4      
below) which bear interest at a rate of 10.75% per annum. In lieu of            
payment of interest due to Sunrise in cash, the Company may elect to pay        
interest "in kind" through the delivery of additional convertible               
promissory notes.                                                               

   On July 12, 2002, the Company issued convertible promissory notes
in an aggregate principal amount of $1,143,051.05 to Sunrise for interest       
payable on all outstanding convertible promissory notes issued pursuant to      
the Convertible Note Agreement (as defined in Item 4 below) and the             
amendments thereto for the quarter ended on June 30, 2002.                      

No funds of Sunrise were used to acquire these securities.    

Item 4.  PURPOSE OF TRANSACTION.                                                

The Convertible Note Agreement and Amendment No. 1 and Amendment No. 2 thereto  

    As previously disclosed on Schedule 13D, on July 31, 2000, Sunrise
entered into a certain Convertible Note Agreement (the "Convertible Note        
Agreement"), pursuant to which Sunrise and certain participants (including      
certain members of the Company's management and members of the                  
Allard-Nazarian Group) purchased from the Company a combination of              
convertible promissory notes (the "Notes"), Common Stock and warrants           
representing the right to purchase shares of Common Stock (the "Warrants").     
The Notes, the Common Stock and the Warrants are collectively referred to       
herein as the "Securities". The terms of the Securities have been               
previously disclosed on Schedule 13D.                                           

As previously disclosed on Schedule 13D, the Convertible Note 
Agreement was amended by Amendment No. 1 thereto on September 21, 2001          
("Amendment No. 1") and by Amendment No. 2 thereto on January 25, 2002          
("Amendment No. 2"). Pursuant to the terms of Amendment No. 1 and Amendment     
No. 2, Sunrise and certain participants (including certain members of the       
Company's management and members of the Allard-Nazarian Group) agreed to        
purchase additional Securities from the Company. The terms of such              
additional purchases have been previously disclosed on Schedule 13D.            

Interest Paid on Outstanding Notes.                                             

  The Notes accrue interest at a rate of 10.75% per annum. In lieu
of payment of the interest in cash, the Company may elect to pay interest       
"in kind" through the delivery of additional Notes.                             

   On July 12, 2002, the Company issued Notes in aggregate principal
amount of $1,143,051.05 for interest payable on all outstanding Notes           
issued pursuant to the Convertible Note Agreement, Amendment No. 1 and          
Amendment No. 2 for the quarter ended on June 30, 2002. Sunrise's portion       
of such Notes was equal to $1,010,921.39. Based upon the conversion price       
of $1.75, Sunrise's portion of the Notes issued on July 12, 2002 are            
convertible into 577,669 shares of Common Stock.                                

Amendment No. 3 to the Convertible Note Agreement                               

On June 21, 2002, Sunrise entered into Amendment No. 3 to the 
Convertible Note Agreement by and among Sunrise, the Company and the            
subsidiaries of the Company ("Amendment No. 3"). Pursuant to Amendment No.      
3, and subject to the terms thereof, Sunrise agreed to purchase                 
non-convertible promissory notes in an aggregate principal amount of up to      
$3,000,000 (the "Term G Bridge Notes") from the Company, including the          
purchase of an aggregate principal amount of $500,000 of the Term G Bridge      
Notes (the "Initial Term G Bridge Notes") on June 21, 2002. The remainder       
of the Term G Bridge Notes may be sold by the Company in one or more            
additional installments each of at least an aggregate principal amount of       
$250,000.                                                                       

   The Term G Bridge Notes bear interest at a variable rate equal to
the prime rate (as such term is defined in Amendment No. 3) plus 6.0%. The      
entire outstanding principal amount of the Term G Bridge Notes, together        
with any accrued but unpaid interest and fees thereon, shall mature on          
November 30, 2002 (unless such amounts have been paid in full prior thereto     
pursuant to the terms of Amendment No. 3).                                      

    In addition, pursuant to the terms of Amendment No. 3, the Company
will pay to Sunrise on or before November 30, 2002 a fee equal to 10% of        
the Term G Aggregate Amount (as defined below); provided, that if the Term      
G Aggregate Amount and all interest owing thereon is paid in full to            
Sunrise prior to October 31, 2002, then such fee shall be equal to 5% of        
the Term G Aggregate Amount. The "Term G Aggregate Amount" means the            
aggregate principal amount of the Term G Bridge Notes sold by the Company       
to Sunrise pursuant to Amendment No. 3.                                         

   Pursuant to the terms of Amendment No. 3, any amounts received by
Sunrise after June 21, 2002 in respect of any outstanding principal balance     
on the Notes or the Term G Bridge Notes or any accrued but unpaid interest      
thereon and fees with respect thereto shall be allocated first, to the          
repayment of fees in respect of, accrued but unpaid interest on and             
principal on the Term G Bridge Notes, and, thereafter, to the extent a          
portion of such amounts remains after such repayment, to the repayment of       
fees in respect of, accrued but unpaid interest on and principal on the         
Notes.                                                                          

    Sunrise purchased the Initial Term G Bridge Notes from the Company
for a purchase price of $500,000, and purchased an additional $500,000          
aggregate principal amount of the Term G Bridge Notes on June 28, 2002 for      
a purchase price of $500,000. As the Term G Bridge Notes purchased by           
Sunrise are not convertible into equity securities of the Company, the          
purchase of such Term G Bridge Notes by Sunrise did not result in a change      
in Sunrise's beneficial ownership of equity securities of the Company.          

* * * * * * * *     

   Sunrise may acquire beneficial ownership of additional securities
of the Company through the purchase of additional Notes or through the          
purchase of non-convertible Term G Bridge Notes on one or more occasions as     
described above.                                                                

  The Convertible Note Agreement, and the amendments thereto, were
entered into by Sunrise for investment purposes. The Company entered into       
the Convertible Note Agreement and the amendments thereto in order to           
enhance its liquidity and refinance its existing indebtedness.                  

  The Item 2 Persons disclaim membership in any group with respect
to the acquisition of Securities through the Convertible Note Agreement or      
any amendment thereto.                                                          

* * * *     

The Item 2 Persons intend to acquire additional Securities or 
shares of Common Stock pursuant to the Convertible Note Agreement and the       
amendments thereto, in the open market or otherwise on such terms and at        
such times as the Item 2 Persons consider desirable. Any decision by the        
Item 2 Persons to increase, decrease, or dispose of their position in the       
Company would be based upon factors, including but not limited to, the          
business of the Company, the price of the Common Stock, the terms and           
conditions of the transaction and prevailing market conditions.                 

   Except as set forth in this Schedule 13D, the Item 2 Persons have
no present plans or proposals that relate to or would result in any of the      
actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.      

Item 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

(a)                                                           

Sunrise                                                       

  After giving effect to the receipt by Sunrise of Notes issued in
lieu of cash interest as described in this Amendment, Sunrise is deemed to      
beneficially own a total of 33,972,284 shares of Common Stock, comprised of     
the following:                                                                  

Common Stock owned of record:                                 5,772,153         

Common Stock issuable upon                                                      
exercise of the Warrants held                                                   
by Sunrise:                                                   3,878,289         

Common Stock issuable upon                                                      
conversion of the Notes held by                                                 
Sunrise:                                                     22,589,358         

Shares of Common Stock not                                                      
owned by Sunrise that are the                                                   
subject of the Stockholders                                                     
Agreement:                                                    1,732,484         
                                                     ---------
Total Common Stock                                                              
Beneficially Owned by Sunrise:                               33,972,284         
                                                    ==========

The 33,972,284 shares deemed to be beneficially owned by Sunrise represent      
approximately 83.9% of the number of outstanding shares of Common Stock of      
the Company (assuming conversion or exercise by Sunrise of all of its           
Securities).                                                                    

All Other Item 2 Persons                                      

Because of their direct or indirect ownership interests in, or
control of, Sunrise, all other Item 2 Persons may be deemed to beneficially     
own under Rule 13d-3 of the Act 33,972,284 shares of Common Stock, which        
constitutes approximately 83.9% of the number of outstanding shares of          
Common Stock of the Company (assuming conversion or exercise by Sunrise of      
all of its Securities).                                                         

(b)                                                           

Sunrise                                                       

  Sunrise possesses (or will possess upon issuance of such shares)
the sole voting power to vote or direct the vote of, and the sole power to      
dispose or direct the disposition of, 32,239,800 shares of Common Stock,        
which constitutes approximately 79.6% of the number of outstanding shares       
of Common Stock of the Company (assuming conversion or exercise by Sunrise      
of all of its Securities).                                                      

  Sunrise possesses the shared power to vote or direct the vote of
1,732,484 shares of Common Stock, which constitutes approximately 4.3% of       
the number of outstanding shares of Common Stock of the Company (assuming       
conversion or exercise by Sunrise of all of its Securities).                    

All Other Item 2 Persons                                      

Because of their direct or indirect ownership interests in, or
control of, Sunrise, all other Item 2 Persons may be deemed to possess (or      
will be deemed to possess upon issuance of such shares)the sole voting          
power to vote or direct the vote of, and the sole power to dispose or           
direct the disposition of, 32,239,800 shares of Common Stock, which             
constitutes approximately 79.6% of the number of outstanding shares of          
Common Stock of the Company (assuming conversion or exercise by Sunrise of      
all of its Securities).                                                         

Because of their direct or indirect ownership interests in, or
control of, Sunrise, all other Item 2 Persons may be deemed to possess the      
shared power to vote or direct the vote of 1,732,484 shares of Common           
Stock, which constitutes approximately 4.3% of the number of outstanding        
shares of Common Stock of the Company (assuming conversion or exercise by       
Sunrise of all of its Securities).                                              

(c) See Item 4.                                               

   (d) Other than with respect to the voting rights granted pursuant
to the Stockholders Agreement, the Item 2 Persons possess no powers, rights     
or privileges with respect to the Stockholders Agreement Shares. All other      
powers, rights and privileges with respect to the Stockholders Agreement        
Shares remain with the record owners of such shares, including the right to     
vote on all matters unrelated to the matters covered by the Stockholders        
Agreement, the right to receive and the power to direct the receipt of          
dividends from such shares, and the power to direct the proceeds from the       
sale of such shares.                                                            

(e) Not applicable.                                           

Item 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO SECURITIES OF THE ISSUER.                                  

As previously disclosed on Schedule 13D, pursuant to the      
Convertible Note Agreement, Sunrise Advisors, LLC, the general partner of       
Sunrise, is entitled to receive from the Company an annual administration       
fee while any Notes remain outstanding. The administration fee is payable       
in cash in quarterly installments.                                              

Item 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

   Exhibit I        Convertible Note Agreement, dated as of July 31,
           2000, By and among WPI Group, Inc., WPI
                    Electronics, Inc., WPI Magnetec, Inc., WPI Micro
            Palm, Inc., WPI Power Systems, Inc., WPI
                 Termiflex, Inc., WPI Micro Processor Systems,
                Inc., WPI Decisionkey, Inc., WPI UK Holding,
             Inc., WPI UK Holding II, Inc., WPI Oyster
                    Terminals, Inc., WPI Husky Technology, Inc., and
                   WPI Instruments, Inc. as Borrowers, and Sunrise
      Capital Partners, L.P. as Lender.*

Exhibit II       Stockholders Agreement, dated as of August 9,
                     2000, made by and among Sunrise Capital Partners,
                 L.P. and each of The John R. Allard Revocable
               Trust of 1993, Kim A. Socha, The Michael E.
           Allard Revocable Trust of 1994, Lisa A.
                  Dibrigida, Gerald R. Allard, The Samy Nazarian
                Trust, The David and Angella Nazarian Family
                Trust, Younes Nazarian, Richard A. Beyer and
Michael Foster.*            

 Exhibit III      Amendment No. 1 to Convertible Note Agreement,
                dated as of September 21, 2001, by and among
                    NEXIQ Technologies, Inc., WPI Electronics, Inc.,
                    WPI Airport II, Inc. (f/k/a WPI Magnetec, Inc.),
                  WPI Micro Palm, Inc., WPI Power Systems, Inc.,
                    WPI Termiflex, Inc. (f/k/a WPI Oyster Termiflex,
                 Inc.), WPI Micro Processor Systems, Inc., WPI
                   Decisionkey, Inc., WPI UK Holding, Inc., WPI UK
                     Holding II, Inc., WPI Oyster Terminals, Inc., WPI
                  Airport I, Inc. (f/k/a WPI Instruments, Inc.),
               WPI Husky Technology, Inc. (f/k/a WPI Husky
             Computers, Inc.) and Diversified Software
                  Industries, Inc. and Sunrise Capital Partners,
L.P.*                       

 Exhibit IV       Amendment No. 2 to Convertible Note Agreement,
                    dated as of January 25, 2002, by and among NEXIQ
                  Technoligies, Inc., WPI Electronics, Inc., WPI
                    Airport II, Inc. (f/k/a WPI Magnetec, Inc.), WPI
                  Micro Palm, Inc., WPI Power Systems, Inc., WPI
                Termiflex, Inc. (f/k/a WPI Oyster Termiflex,
                 Inc.), WPI Micro Processor Systems, Inc., WPI
                   Decisionkey, Inc., WPI UK Holding, Inc., WPI UK
                     Holding II, Inc., WPI Oyster Terminals, Inc., WPI
                  Airport I, Inc. (f/k/a WPI Instruments, Inc.),
               WPI Husky Technology, Inc. (f/k/a WPI Husky
             Computers, Inc.) and Diversified Software
                  Industries, Inc. and Sunrise Capital Partners,
L.P.*                       

 Exhibit V        Amendment No. 3 to Convertible Note Agreement,
                 dated as of June 21, 2002, by and among NEXIQ
                  Technoligies, Inc., WPI Electronics, Inc., WPI
                    Airport II, Inc. (f/k/a WPI Magnetec, Inc.), WPI
                  Micro Palm, Inc., WPI Power Systems, Inc., WPI
                Termiflex, Inc. (f/k/a WPI Oyster Termiflex,
                 Inc.), WPI Micro Processor Systems, Inc., WPI
                   Decisionkey, Inc., WPI UK Holding, Inc., WPI UK
                     Holding II, Inc., WPI Oyster Terminals, Inc., WPI
                  Airport I, Inc. (f/k/a WPI Instruments, Inc.),
               WPI Husky Technology, Inc. (f/k/a WPI Husky
             Computers, Inc.) and Diversified Software
                  Industries, Inc. and Sunrise Capital Partners,
L.P.                        

* Previously filed                                                              

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.                                                           

                               July 12, 2002
                                    ----------------------------
                              (Date)

                                      SUNRISE CAPITAL PARTNERS, L.P.
                                          By:  Sunrise Advisors, LLC
                                             Its General Partner

                                           By:  /s/ Michael D. Stewart
                                                  ------------------------
                                     (Signature)

                                            Michael D. Stewart
                                   Principal
                                                 -----------------------
                                      (Name/Title)

EXHIBIT INDEX     

   Exhibit I        Convertible Note Agreement, dated as of July 31,
           2000, By and among WPI Group, Inc., WPI
                    Electronics, Inc., WPI Magnetec, Inc., WPI Micro
            Palm, Inc., WPI Power Systems, Inc., WPI
                 Termiflex, Inc., WPI Micro Processor Systems,
                Inc., WPI Decisionkey, Inc., WPI UK Holding,
             Inc., WPI UK Holding II, Inc., WPI Oyster
                    Terminals, Inc., WPI Husky Technology, Inc., and
                   WPI Instruments, Inc. as Borrowers, and Sunrise
      Capital Partners, L.P. as Lender.*

Exhibit II       Stockholders Agreement, dated as of August 9,
                     2000, made by and among Sunrise Capital Partners,
                 L.P. and each of The John R. Allard Revocable
               Trust of 1993, Kim A. Socha, The Michael E.
           Allard Revocable Trust of 1994, Lisa A.
                  Dibrigida, Gerald R. Allard, The Samy Nazarian
                Trust, The David and Angella Nazarian Family
                Trust, Younes Nazarian, Richard A. Beyer and
Michael Foster.*            

 Exhibit III      Amendment No. 1 to Convertible Note Agreement,
                dated as of September 21, 2001, by and among
                    NEXIQ Technoligies, Inc., WPI Electronics, Inc.,
                    WPI Airport II, Inc. (f/k/a WPI Magnetec, Inc.),
                  WPI Micro Palm, Inc., WPI Power Systems, Inc.,
                    WPI Termiflex, Inc. (f/k/a WPI Oyster Termiflex,
                 Inc.), WPI Micro Processor Systems, Inc., WPI
                   Decisionkey, Inc., WPI UK Holding, Inc., WPI UK
                     Holding II, Inc., WPI Oyster Terminals, Inc., WPI
                  Airport I, Inc. (f/k/a WPI Instruments, Inc.),
               WPI Husky Technology, Inc. (f/k/a WPI Husky
             Computers, Inc.) and Diversified Software
                  Industries, Inc. and Sunrise Capital Partners,
L.P.*                       

 Exhibit IV       Amendment No. 2 to Convertible Note Agreement,
                    dated as of January 25, 2002, by and among NEXIQ
                  Technoligies, Inc., WPI Electronics, Inc., WPI
                    Airport II, Inc. (f/k/a WPI Magnetec, Inc.), WPI
                  Micro Palm, Inc., WPI Power Systems, Inc., WPI
                Termiflex, Inc. (f/k/a WPI Oyster Termiflex,
                 Inc.), WPI Micro Processor Systems, Inc., WPI
                   Decisionkey, Inc., WPI UK Holding, Inc., WPI UK
                     Holding II, Inc., WPI Oyster Terminals, Inc., WPI
                  Airport I, Inc. (f/k/a WPI Instruments, Inc.),
               WPI Husky Technology, Inc. (f/k/a WPI Husky
             Computers, Inc.) and Diversified Software
                  Industries, Inc. and Sunrise Capital Partners,
L.P.*                       

 Exhibit V        Amendment No. 3 to Convertible Note Agreement,
                 dated as of June 21, 2002, by and among NEXIQ
                  Technoligies, Inc., WPI Electronics, Inc., WPI
                    Airport II, Inc. (f/k/a WPI Magnetec, Inc.), WPI
                  Micro Palm, Inc., WPI Power Systems, Inc., WPI
                Termiflex, Inc. (f/k/a WPI Oyster Termiflex,
                 Inc.), WPI Micro Processor Systems, Inc., WPI
                   Decisionkey, Inc., WPI UK Holding, Inc., WPI UK
                     Holding II, Inc., WPI Oyster Terminals, Inc., WPI
                  Airport I, Inc. (f/k/a WPI Instruments, Inc.),
               WPI Husky Technology, Inc. (f/k/a WPI Husky
             Computers, Inc.) and Diversified Software
                  Industries, Inc. and Sunrise Capital Partners,
L.P.                        

* Previously filed                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
		11/30/02
		10/31/02
Filed on:		7/12/02
		6/30/02		10-Q
		6/28/02
		6/21/02
		6/4/02		SC 13D/A
		5/23/02		SC 13D/A
		3/4/02		SC 13D/A
		1/31/02		SC 13D/A
		1/25/02
		1/23/02		SC 13D/A
		11/14/01		SC 13D/A
		10/30/01		SC 13D/A
		9/21/01		4
		1/29/01
		11/16/00
		8/21/00		3,  SC 13D
		8/9/00		3,  8-K
		7/31/00
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