FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
1. Name and Address of Reporting Person *
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SUN MACKIE LLC |
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2. Issuer Name and Ticker or Trading Symbol LOUD TECHNOLOGIES INC [(OTC:LTEC)]
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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5200 TOWN CENTER CIRCLE, SUITE 470 |
3. Date of Earliest Transaction (Month/Day/Year) 08/03/2004 |
BOCA RATON, FL 33486 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 08/03/2004 |
| J (1) |
| 2,437,638 | A |
$1.95 (1) | 17,741,194 (2) (3) | D |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SUN MACKIE LLC 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON, FL 33486 |
X
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X
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SUN CAPITAL PARTNERS LLC 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON, FL 33486 |
X
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X
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SUN CAPITAL PARTNERS III LLC 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON, FL 33486 |
X
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X
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SUN CAPITAL ADVISORS II LP 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON, FL 33486 |
X
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X
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SUN CAPITAL ADVISORS III LP 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON, FL 33486 |
X
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X
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SUN CAPITAL PARTNERS II LP 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON, FL 33486 |
X
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X
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SUN CAPITAL PARTNERS III LP 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON, FL 33486 |
X
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X
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SUN CAPITAL PARTNERS III QP LP 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON, FL 33486 |
X
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X
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KROUSE RODGER R 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON, FL 33486 |
X
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X
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LEDER MARC J 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON, FL 33486 |
X
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X
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Signatures
Sun Mackie, LLC /s/ Rodger Krouse, Authorized Signatory | |
08/05/2004 |
**Signature of Reporting Person | Date |
Sun Capital Partners, LLC /s/ Rodger Krouse, Authorized Signatory | |
08/05/2004 |
**Signature of Reporting Person | Date |
Sun Capital Partners III, LLC /s/ Rodger Krouse, Authorized Signatory | |
08/05/2004 |
**Signature of Reporting Person | Date |
Sun Capital Advisors II, LP /s/ Rodger Krouse, Authorized Signatory | |
08/05/2004 |
**Signature of Reporting Person | Date |
Sun Capital Advisors III, LP /s/ Rodger Krouse, Authorized Signatory | |
08/05/2004 |
**Signature of Reporting Person | Date |
Sun Capital Partners II, LP /s/ Rodger Krouse, Authorized Signatory | |
08/05/2004 |
**Signature of Reporting Person | Date |
Sun Capital Partners III, LP /s/ Rodger Krouse, Authorized Signatory | |
08/05/2004 |
**Signature of Reporting Person | Date |
Sun Capital Partners III QP, LP /s/ Rodger Krouse, Authorized Signatory | |
08/05/2004 |
**Signature of Reporting Person | Date |
/s/ Rodger Krouse | |
08/05/2004 |
**Signature of Reporting Person | Date |
/s/ Marc Leder | |
08/05/2004 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to an Exchange Agreement, Sun Mackie, LLC ("Sun Mackie") acquired 2,437,638 shares of common stock of the Issuer, in exchange for its cancellation of all principal and accrued interest due to Sun Mackie pursuant to a Subordinated Promissory Note (the "Note") dated March 31, 2003. The Note had an original principal amount of $3,931,429 and had principal plus accrued interest outstanding as of August 3, 2004 of $4,753,393.86. |
(2) | Marc Leder ("Leder") and Rodger Krouse ("Krouse") each currently serve as a director of the Issuer. In addition, Leder and Krouse each own 50% of the membership interests in Sun Capital Partners, LLC ("Sun Partners LLC"), which in turn is the general partner of Sun Capital Advisors II, LP ("Sun Advisors II"), which in turn is the general partner of Sun Capital Partners II, LP ("Sun Partners II LP"). Leder and Krouse also each own 50% of the membership interests in Sun Capital Partners III, LLC ("Sun Partners III LLC"), which in turn is the general and managing partner of Sun Capital Advisors III, LP ("Sun Advisors III"), which in turn is the general partner of Sun Capital Partners III, LP ("Sun Partners III LP") and Sun Capital Partners III QP, LP ("Sun Partners III QP LP"). |
(3) | Together, Sun Partners II LP, Sun Partners III LP, and Sun Partners III QP LP own all of the membership interests in Sun Mackie. As a result, Leder, Krouse, Sun Partners LLC, Sun Advisors II, Sun Partners II LP, Sun Partners III LLC, Sun Advisors III, Sun Partners III LP, and Sun Partners III QP LP may be deemed to have indirect beneficial ownership of the 16,561,765 shares of common stock of the Issuer owned directly by Sun Mackie and indirect beneficial ownership of Stock Purchase Warrants immediately exercisable for 1,179,429 shares of common stock of the Issuer. Leder, Krouse, Sun Partners LLC, Sun Advisors II, Sun Partners II LP, Sun Partners III LLC, Sun Advisors III, Sun Partners III LP, and Sun Partners III QP LP each expressly disclaims beneficial ownership of any shares of common stock of the Issuer and Stock Purchase Warrants of the Issuer in which they do not have a pecuniary interest. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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