UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
IEC ELECTRONICS CORP.
---------------------
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
--------------------------------------
(Title of Class of Securities)
44949L105
---------
(CUSIP Number)
Patrick J. Dooley, Esq.
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, New York 10022
(212) 872-1000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 9, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.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 Rule ss.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).
Continued on following page(s)
Page 1 of 8 Pages
SCHEDULE 13D
CUSIP No. 44949L105 Page 2 of 8 Pages
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SAGAMORE HILL CAPITAL MANAGEMENT L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
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
Number of 7 Sole Voting Power
Shares 268,900
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 268,900
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
268,900
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
3.3%
14 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13D
CUSIP No. 44949L105 Page 3 of 8 Pages
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SAGAMORE HILL MANAGERS LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
AF
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
Number of 7 Sole Voting Power
Shares 268,900
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 268,900
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
268,900
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
3.3%
14 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13D
CUSIP No. 44949L105 Page 4 of 8 Pages
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
STEVEN H. BLOOM
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
AF
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
Number of 7 Sole Voting Power
Shares 268,900
Beneficially 8 Shared Voting Power
Owned By 0
Each 9 Sole Dispositive Power
Reporting 268,900
Person 10 Shared Dispositive Power
With
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
268,900
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
3.3%
14 Type of Reporting Person (See Instructions)
IN; IA; HC
Page 5 of 8 Pages
This Amendment No. 2 to Schedule 13D relates to shares of common
stock, $.01 par value per share (the "Shares"), of IEC Electronics Corp. (the
"Issuer"). This Amendment No. 2 supplementally amends the initial statement on
Schedule 13D, dated January 12, 2004, and all amendments thereto (collectively,
the "Initial Statement") filed by the Reporting Persons (as defined herein). The
Reporting Persons are filing this Amendment No. 2 to report recent dispositions
of Shares, as a result of which each of the Reporting Persons is no longer the
beneficial owner of more than five percent of the outstanding Shares of the
Issuer. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Initial Statement. This Amendment No. 2 supplementally
amends the Initial Statement.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
i) Sagamore Hill Capital Management L.P. ("Sagamore Hill Capital
Management");
ii) Sagamore Hill Managers LLC ("Sagamore Hill Managers"); and
iii) Steven H. Bloom ("Mr. Steven Bloom").
This Statement relates to the Shares held for the account of the
Sagamore Hill Hub Fund Ltd., a Cayman Islands corporation (the "Hub Fund").
The Reporting Persons
Sagamore Hill Capital Management is a Delaware limited partnership and
has its principal office at 10 Glenville Street, Third Floor, Greenwich, CT
06831. The principal business of Sagamore Hill Capital Management is investment
in securities. Pursuant to a portfolio management agreement, Sagamore Hill
Capital Management serves as investment manager of the Hub Fund. In such
capacity, Sagamore Hill Capital Management may be deemed to be the beneficial
owner of the Shares held for the account of the Hub Fund. Current information
concerning the identity and background of the parners and officers of Sagamore
Hill Capital Management is set forth in Annex A hereto, which is incorporated by
reference in response to this Item 2.
Sagamore Hill Managers is a Delaware limited liability company and has
its principal office at 10 Glenville Street, Third Floor, Greenwich, CT 06831.
The principal business of Sagamore Hill Managers is management of the activities
of Sagamore Hill Capital Management. In its capacity as the general partner of
Sagamore Hill Capital Management, Sagamore Hill Managers may be deemed to be the
beneficial owner of the Shares held for the account of the Hub Fund. Current
information concerning the identity and background of the members of Sagamore
Hill Managers is set forth in Annex A hereto, which is incorporated by reference
in response to this Item 2.
The principal occupation of Mr. Steven Bloom, a United States citizen,
is the direction of the activities of Sagamore Hill Capital Management and
Sagamore Hill Managers. The principal business address of Mr. Steven Bloom is 10
Glenville Street, Third Floor, Greenwich, CT 06831. In his capacity as the sole
member of Sagamore Hill Managers, Mr. Steven Bloom may be deemed to be the
beneficial owner of the Shares held for the account of the Hub Fund.
Page 6 of 8 Pages
During the past five years, none of the Reporting Persons and, to the
best of the Reporting Persons' knowledge, no other person identified in response
to this Item 2 has been (a) convicted in a criminal proceeding or (b) a party to
any civil proceeding as a result of which it or he has been 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.
Item 5. Interest in Securities of the Issuer.
According to information filed by the Issuer with the Securities and
Exchange Commission in its most recent quarterly report on Form 10-Q, the number
of Shares outstanding is 8,258,722 as of July 22, 2005.
(a) Each of Sagamore Hill Capital Management, Sagamore Hill Managers
and Mr. Steven Bloom may be deemed to be the beneficial owner of the 268,900
Shares (approximately 3.3% of the total number of Shares outstanding) held for
the account of the Hub Fund.
(b) Each of Sagamore Hill Capital Management, Sagamore Hill Managers
and Mr. Steven Bloom may be deemed to have sole power to direct the voting and
disposition of the 268,900 Shares held for the account of the Hub Fund.
(c) Except for the transactions described in this Item 5(c), which
were routine brokerage transactions effected in the over-the-counter market,
there have been no transactions effected with respect to the Shares since
September 9, 2005 (60 days prior to the date hereof) by any of the Reporting
Persons. On October 7, 2005, November 4, 2005, November 7, 2005, November 8,
2005 and November 9, 2005 respectively, 80,000 Shares were sold at a price of
$0.65 per Share, 11,700 Shares were sold at a price of $0.55 per Share, 55,000
Shares were sold at a price of $0.45 per Share, 110,700 Shares were sold at a
price of $0.45 per Share, and 10,000 Shares were sold at a price of $0.46 per
Share, respectively.
(d) The shareholders of the Hub Fund have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the Shares held for
the account of the Hub Fund in accordance with their ownership interests in the
Hub Fund.
(e) Each of the Reporting Persons ceased to be the beneficial owner of
more than five percent of the Shares as of November 7, 2005.
Page 7 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: November 9, 2005 SAGAMORE HILL CAPITAL MANAGEMENT L.P.
By: /s/ Steven H. Bloom
---------------------------------
Steven H. Bloom
President
Date: November 9, 2005 SAGAMORE HILL MANAGERS LLC
By: /s/ Steven H. Bloom
---------------------------------
Steven H. Bloom
Sole Member
Date: November 9, 2005 STEVEN H. BLOOM
/s/ Steven H. Bloom
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Page 8 of 8 Pages
ANNEX A
Partners and Officers of Sagamore Hill Capital Management L.P.
Name/Title/Citizenship Principal Occupation Business Address
Steven H. Bloom Sole Member of Sagamore 10 Glenville Street
Managing Partner Hill Managers LLC Third Floor
(United States) Greenwich, CT 06831
Edward Kelly Chief Financial Officer 10 Glenville Street
Chief Financial Officer of SagamoreHill Capital Third Floor
(United States) Management L.P. Greenwich, CT 06831
Members of Sagamore Hill Managers LLC
Name/Title/Citizenship Principal Occupation Business Address
Steven H. Bloom Sole Member of Sagamore 10 Glenville Street
Sole Member Hill Managers LLC Third Floor
(United States) Greenwich, CT 06831
Except as set forth herein, to the best of the Reporting Persons'
knowledge:
(a) None of the above persons hold any Shares. /1/
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares. /1/
-------------------------------------------
/1/ Mr. Steven Bloom may be deemed to be the beneficial owner of the securities
held for the account of the Sagamore Hill Hub Fund Ltd., as set forth herein.