UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Napco Security Systems, Inc.
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(Name of Issuer)
COMMON STOCK
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(Title of Class Securities)
630402105
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 the
disclosure provided in a prior cover page.
The information required in 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).
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CUSIP No. 630402105
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Name of Reporting Persons.
1 I.R.S. Identification Nos. of above persons (entities only).
J. Carlo Cannell
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Check the Appropriate Box if a Member of a Group (See Instructions)
2
(a)
(b)
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SEC Use Only
3
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Citizenship or Place of Organization
4
USA
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5 Sole Voting Power 1,199,549
number of
shares
beneficially
owned by
each
reporting
person with
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6 Shared Voting Power
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7 Sole Dispositive Power
1,199,549
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8 Shared Dispositive Power
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,199,549
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11 Percent of Class Represented by Amount in Row (9)
13.6%
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12 Type of Reporting Person (See Instructions)
IN
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Item 1.
(a) Name of Issuer
Napco Security Systems, Inc.
(b) Address of Issuer's Principal Executive Offices
333 Bayview Ave
Amityville, NY 11701
Item 2.
(a) Name of Person Filing
The person filing this report is J. Carlo Cannell ("Cannell") who is
the controlling member of Cannell Capital, LLC ("Adviser"). The
Adviser acts as the investment adviser to The Cuttyhunk Fund Limited
("Cuttyhunk"), The Anegada Master Fund Limited ("Anegada"), and TE
Cannell Portfolio, Ltd. ("TEC") and is the general partner of and
investment adviser to Tonga Partners, L.P. ("Tonga" and, collectively,
with Cuttyhunk, Anegada and TEC, the "Funds").
The principal business of each Fund is to invest in securities.
Mr. Cannell has never been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has Mr.
Cannell been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result
of which he was or is now 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. Mr. Cannell is a citizen of the United
States.
Information with respect to each Reporting Person is given solely by the
respective Reporting Person, and no Reporting Person undertakes hereby
any responsibility for the accuracy or completeness or such information
concerning any other Reporting Person.
(b) Address of Principal Business office or, if None, Residence
The principal office and business address of Mr. Cannell is
150 California Street, 5th Floor, San Francisco, CA 94111.
(c) Citizenship
USA
(d) Title of Class Securities
Common Stock
(e) CUSIP Number
630402105
Item 3. If this statement is filed pursuant to ss 240.13d-1(b), or ss
240.13d-2(b) or (c), check whether the person filing is a:
(a) Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) Investment company registered under section 8 of the
Investment Company Act (15 U.S.C. 80a-8).
(e) An investment adviser in accordance with ss
240.13d-1(b)(1)(ii)(E).
(f) An employee benefit plan or endowment fund in accordance with
ss 240.13d-1(b)(ii)(F).
(g) A parent holding company or control person in accordance with
ss 240.13d-1(b)(1)(ii)(G).
(h) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) Group in accordance with ss 240.13d-1(b)(ii)(J).
Item 4. Ownership
Common Stock:
As of December 31, 2005, the Reporting Persons directly or
indirectly beneficially owned 1,199,549 shares, or 13.6%, of Common
Stock of Napco Security Systems, Inc. (the approximate percentage of
the shares of Common Stock owned is based on 8,794,500
shares of common stock outstanding by Napco Security Systems, Inc., on
November 11, 2005).(1) Cuttyhunk owns 283,287 shares (3.2%)
(2) Anegada owns 261,142 shares (3.0%) (3) TE Cannell owns 221,487
shares (2.5%) (4) Tonga owns 433,633 shares (4.9%)
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class securities, check the following | |
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Adviser, a California licensed investment adviser, and Cannell, the
majority owner and managing member of Adviser, have the right or the
power to direct the receipt of dividends from Common Stock, and to
direct the receipt of proceeds from the sale of Common Stock to
Adviser's investment advisory clients. No single investment advisory
client of Adviser owns more than 5% of the Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE
Date: February 13, 2006
J. CARLO CANNELL
/s/ J. Carlo Cannell
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J. Carlo Cannell