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OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response............. 10.4 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___)*
VERI-TEK INTERNATIONAL, CORP.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class Securities)
92342X101
(CUSIP Number)
November 15, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[ ] |
Rule 13d-1(b) |
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[X] |
Rule 13d-1(c) |
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[ ] |
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).
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.
Page 2 of 8 Pages
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CUSIP No. 92342X101 |
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1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Russell B. Faucett
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ] (B) [ ]
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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number of shares beneficially owned by each reporting person with
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5 |
SOLE VOTING POWER 495,000
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6 |
SHARED VOTING POWER 0
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7 |
SOLE DISPOSITIVE POWER 495,000
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8 |
SHARED DISPOSITIVE POWER 0
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 495,000
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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) 6.3% | ||
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | ||
Page 3 of 8 Pages
Item 1.
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(a) |
Name of Issuer |
Veri-Tek International, Corp.
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(b) |
Address of Issuer’s Principal Executive Offices |
50120 Pontiac Trail, Wixom, Michigan 48393
Item 2.
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(a) |
Name of Person Filing |
This statement is being filed by Russell. B. Faucett.
Mr. Faucett is the general partner of two pooled investment vehicles, Barrington Investors, L.P. (“Barrington Investors”) and Barrington Partners, A California limited partnership (“Barrington Partners”, and together with Barrington Investors, the “Funds”). Mr. Faucett controls the Funds by virtue of being their general partner. Barrington Investors, L.P. is the record owner of 363,000 shares of Common Stock and Barrington Partners, A California Limited Partnership, is the record owner of 132,000 shares of Common Stock. In addition, Barrington Investors is the record owner of 145,200 warrants and Barrington Partners is the record owner of 52,800 warrants (the “Warrants”). The Warrants are not exercisable until May 15, 2007.
Mr. Faucett’s beneficial ownership of the Common Stock is directly a result of his discretionary authority to buy, sell and vote such Common Stock for the Funds. The beneficial ownership of Mr. Faucett is reported solely because Rule 13(d)-1(a) under the Securities Exchange Act of 1934, as amended, requires any person who is “directly or indirectly” the beneficial owner of more than five percent of any equity securities of a specified class to file Schedule 13G within the specified time period. The answers in blocks 5, 7, 9 and 11 above and Item 4 below by Mr. Faucett are given on the basis of the “indirect” beneficial ownership referred to in such Rule, based on the direct beneficial ownership of Common Stock by the Funds and the relationship of Mr. Faucett to the Funds referred to above.
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(b) |
Address of Principal Business office or, if None, Residence |
2001 Wilshire Boulevard, Suite 401, Santa Monica, CA 90403
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(c) |
Citizenship |
Russell B. Faucett is a U.S. citizen
Page 4 of 8 Pages
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(d) |
Title of Class Securities |
Common Stock, No Par Value Per Share
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(e) |
CUSIP Number |
92342X101
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Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
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(f) |
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F). |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i) |
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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). |
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(j) |
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Group in accordance with § 240.13d-1(b)(ii)(J). |
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Item 4. |
Ownership |
(a) Amount beneficially owned: 495,000*
(b) Percent of class: 6.3%
(c) Number of shares to which the person has:
Page 5 of 8 Pages
(i) Sole power to vote or to direct the vote: 495,000*
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 6.3%
(iv) Shared power to dispose or to direct the disposition of: 0
*According to the Issuer’s Form 10-Q filed November 14, 2006, as of November 13, 2006, the Issuer had 5,109,875 shares of Common Stock issued and outstanding. Additionally, according to the Issuer’s Form 8-K filed on November 16, 2006, on November 15, 2006, the closed on a private placement of Common Stock (the “Private Placement”). In connection with the Private Placement, the Issuer issued an additional 2,750,000 shares of Common Stock.
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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 [ ]
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Russell B. Faucett has the right or the power to direct the receipt of dividends from and the proceeds of sale of, the Common Stock owned by the Funds.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Russell B. Faucett is the general partner of each of the Funds. Mr. Faucett is a control person of each of the Funds and the Funds acquired the securities being reported on by Mr. Faucett. See Exhibit A.
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Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
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Item 9. |
Notice of Dissolution of Group. |
Not Applicable
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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 or with the effect of changing or influencing the control of
Page 6 of 8 Pages
the issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
[Signature Page Follows]
Page 7 of 8 Pages
SIGNATURE
Date: December 1, 2006
/s/ Russell B. Faucett
Russell B. Faucett
Page 8 of 8 Pages
Exhibit A
Identification of Controlled Persons
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1. |
Barrington Investors, L.P. |
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2. |
Barrington Partners, A California limited partnership |