SEC Info - Weiner David, et al. - ‘SC 13D’ on 6/10/05 re: International Electronics, LLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

International Electronics, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

459436507

(CUSIP Number)

David Weiner

c/o W-Net, Inc.

3490 Laurel Canyon Blvd., Suite 327

Studio City, California 91604

(818) 385-0405

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 2, 2005

(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(e), 13d-1(f) or 13d-1(g), check the following box o ..

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Page 1 of 10)

_____________________

*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).

CUSIP No. 459436507

Page 2 of 10 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): W-Net, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS: WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER
		8.	SHARED VOTING POWER 85,000
		9.	SOLE DISPOSITIVE POWER
		10.	SHARED DISPOSITIVE POWER 85,000
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9%
14.	TYPE OF REPORTING PERSON CO

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): Woodman Management Corporation
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS: WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER
		8.	SHARED VOTING POWER 50,740
		9.	SOLE DISPOSITIVE POWER
		10.	SHARED DISPOSITIVE POWER 50,740
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,740
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14.	TYPE OF REPORTING PERSON CO

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): David Weiner
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS: AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER
		8.	SHARED VOTING POWER 135,740
		9.	SOLE DISPOSITIVE POWER
		10.	SHARED DISPOSITIVE POWER 135,740
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 135,740
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
14.	TYPE OF REPORTING PERSON IN

(a) and (f) This statement is being filed jointly by W-Net, Inc., a California corporation (“W-Net”), Woodman Management Corporation, a California corporation (“WMC”), and David Weiner, a citizen of the United States (collectively, the “Reporting Persons”).

(b) The principal address for Mr. Weiner, W-Net and WMC is 3490 Laurel Canyon Blvd., Suite 327, Studio City, California 91604.

(c) W-Net is a consulting firm. WMC is a consulting firm. David Weiner is an investment consultant for, and is the sole director and officer of, each of W-Net and WMC.

(d) and (e) During the last five years, none of the individual or entities identified in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a 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 of finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 85,000 shares purchased by W-Net is $265,457, including brokerage commissions. The aggregate purchase price of the 50,740 shares purchased by WMC is $87,888, including brokerage commissions. Each of W-Net and WMC purchased their respective shares pursuant to open market purchases. In the sixty (60) days immediately preceding the date of this Schedule 13D, W-Net acquired 5,000 of the W-Net Shares at $1.901 per share. The other 80,000 W-Net Shares were acquired prior to that period. In the sixty (60) days immediately preceding the date of this Schedule 13D, WMC acquired all of the 50,740 WMC Shares at share prices ranging from $1.580 to $1.960. The shares owned by each of W-Net and WMC were acquired using general working capital funds.

Item 4. Purpose of Transaction.

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 except as set forth herein or such as would occur upon completion of any of the actions discussed herein.

The Reporting Persons purchased the shares of Common Stock based on the Reporting Persons' belief that such shares at current market prices are undervalued and represent an attractive investment opportunity. The Reporting Persons intend to engage in discussions with management and the Board of Directors of the Company concerning the business, operations and future plans of the Company.

Depending on various factors including, without limitation, other investment opportunities available to the Reporting Persons, the Company's financial position, the Company’s operational, business and investment strategy, the price levels and availability of the shares of Common Stock that would make the purchase of additional shares of Common Stock desirable, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company on such terms and at such times, or from time to time, as they deem advisable, including, without limitation, seeking Board representation, communicating with other shareholders, making proposals to the Company concerning purchasing additional shares of Common Stock, selling some or all of their respective shares of Common Stock, or purchasing additional shares of Common Stock, in the open market or in private transactions or otherwise, engaging in short selling of or any hedging or similar transaction with respect to the shares of Common Stock or changing their respective intentions with respect to any and all matters referred to in this Item 4.

(a) and (b)

The aggregate percentage of shares of Common Stock reported by each person named herein is based upon 1,729,531 shares outstanding as of March 31, 2005, which is the total number of shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 14, 2005.

As of June 10, 2005, W-Net beneficially owned 85,000 shares of Common Stock of the Company (the “W-Net Shares”). The W-Net Shares constitute approximately 4.9% of the Company’s outstanding shares of Common Stock.

As of June 10, 2005, WMC beneficially owned 50,740 shares of Common Stock of the Company (the “WMC Shares”). The WMC Shares constitute approximately 2.9% of the Company’s outstanding shares of Common Stock.

As of June 10, 2005, Mr. Weiner may be deemed to beneficially own 135,740 shares of Common Stock of the Company (the “Weiner Shares”). The Weiner Shares constitute approximately 7.8% of the Company’s outstanding shares of Common Stock. The Weiner Shares include (i) the 85,000 W-Net Shares; and (ii) the 50,740 WMC Shares.

W-Net and Mr. Weiner share the power to vote and dispose of or to direct the vote or to direct the disposition of the 85,000 W-Net Shares beneficially owned directly by W-Net.

WMC and Mr. Weiner share the power to vote and dispose of or to direct the vote or to direct the disposition of the 50,740 WMC Shares beneficially owned directly by WMC.

(c) Transactions by the Reporting Persons in the Company’s Common Stock effected in the past 60 days are described in Item 3 above.

(d) N/A

(e) N/A

Dated: June 10, 2005		W-NET, INC.

		By: /s/ David Weiner
		Name: David Weiner
		Title: President



Dated: June 10, 2005		WOODMAN MANAGEMENT CORPORATION

		By: /s/ David Weiner
		Name: David Weiner
		Title: President



Dated: June 10, 2005		/s/ David Weiner
		David Weiner

This ‘SC 13D’ Filing	Date	Other Filings

Filed on:	6/10/05
	6/2/05
	4/14/05	10QSB
	3/31/05
		List all Filings

Weiner David, et al. – ‘SC 13D’ on 6/10/05 re: International Electronics, LLC

On: Friday, 6/10/05, at 5:21pm ET · Accession #: 1015402-5-3030 · File #: 5-41233

Previous ‘SC 13D’: ‘SC 13D/A’ on 6/22/01 · Next: ‘SC 13D/A’ on 6/22/05 · Latest: ‘SC 13D’ on 2/8/13

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

SC 13D — International Electronics, Inc. Sc13D 06-02-2005

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Dates Referenced Herein and Documents Incorporated by Reference


1		Joint Filing Agreement, as required by Rule 13d-1 under the Securities Exchange Act of 1934.

Exhibit No.

1		Joint Filing Agreement, as required by Rule 13d-1 under the Securities Exchange Act of 1934.