SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Solitron Devices, Inc.
--------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
--------------------------------------------------------------------------
(Title of Class of Securities)
834256208
--------------------------------------------------------------------------
(CUSIP Number)
June 24, 2011
--------------------------------------------------------------------------
(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)
CUSIP No. 834256208
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
(1) Lauriston, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
125,272
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
125,272
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,272
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.53%
12. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------
CUSIP No. 834256208
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
(1) The Lauriston Group, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
125,272
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
125,272
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,272
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.53%
12. TYPE OF REPORTING PERSON
IA
----------
(1) The Lauriston Group, L.P. may be deemed to be the beneficial owner of
such securities by virtue of its role as the investment manager of the
investment funds which own such securities.
CUSIP No. 834256208
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lauriston F.P., LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
125,272
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
125,272
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,272
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.53%
12. TYPE OF REPORTING PERSON
OO
(1) Lauriston F.P., LLC may be deemed to be the beneficial owner of such
securities by virtue of its role as the general partner of the investment
funds which own such securities.
--------------------------------------------------------------------------
CUSIP No. 834256208
---------------------
Item 1(a). Name of Issuer:
Solitron Devices, Inc.
--------------------------------------------------------------
Item 1(b). Address of Issuer's Principal Executive Offices:
3301 Electronics Way
West Palm Beach, FL 33407
--------------------------------------------------------
Item 2(a). Name of Person Filing:
Lauriston, L.P.
The Lauriston Group, L.P.
Lauriston F.P., LLC
--------------------------------------------------------------
Item 2(b). Address of Principal Business Office, or if None, Residence:
Lauriston, L.P.
400 East 67th Street, Suite 10A
New York, NY 10065
The Lauriston Group, L.P.
400 East 67th Street, Suite 10A
New York, NY 10065
Lauriston F.P., LLC
400 East 67th Street, Suite 10A
New York, NY 10065
--------------------------------------------------------------
Item 2(c). Citizenship:
Lauriston, L.P. - Delaware limited partnership
The Lauriston Group, L.P. - Delaware limited partnership
Lauriston F.P., LLC - Delaware limited liability company
--------------------------------------------------------------
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 Par Value
--------------------------------------------------------------
Item 2(e). CUSIP Number:
834256208
--------------------------------------------------------------
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [_] Investment company registered under Section 8 of the
Investment Company Act.
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Lauriston, L.P. - 125,272
The Lauriston Group, L.P. - 125,272
Lauriston F.P., LLC - 125,272
----------------------------------------------------------------
(b) Percent of class:
Lauriston, L.P. - 5.53%
The Lauriston Group, L.P. - 5.53%
Lauriston F.P., LLC - 5.53%
----------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Lauriston, L.P. - 0
The Lauriston Group, L.P. - 0
Lauriston F.P., LLC - 0
--------------------------------------------------------------------------
(ii) Shared power to vote or to direct the vote
Lauriston, L.P. - 125,272
The Lauriston Group, L.P. - 125,272
Lauriston F.P., LLC - 125,272
--------------------------------------------------------------------------
(iii) Sole power to dispose or to direct the disposition of
Lauriston, L.P. - 0
The Lauriston Group, L.P. - 0
Lauriston F.P., LLC - 0
--------------------------------------------------------------------------
(iv) Shared power to dispose or to direct the disposition of
Lauriston, L.P. - 125,272
The Lauriston Group, L.P. - 125,272
Lauriston F.P., LLC - 125,272
--------------------------------------------------------------------------
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 of securities check the following [ ].
N/A
-----------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response to
this item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
N/A
-----------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary.
N/A
-----------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-
1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d),
attach an exhibit stating the identity of each member of the group.
N/A
-----------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
N/A
----------------------------------------------------------------
Item 10. Certifications.
By signing below the Reporting Person certifies that, to the best of his
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 such
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
June 29, 2011
----------------------------------
(Date)
Lauriston, L.P.*
By: /s/ Frederick Pollock
----------------------
Name: Frederick Pollock
Title: Authorized Person
The Lauriston Group, L.P.*
By: /s/ Frederick Pollock
----------------------
Name: Frederick Pollock
Title: Authorized Person
Lauriston F.P., LLC*
By: /s/ Frederick Pollock
----------------------
Name: Frederick Pollock
Title: Authorized Person
* The Reporting Person disclaims beneficial ownership over the securities
reported herein except to the extent of the reporting persons' pecuniary
interest therein.
EXHIBIT A
AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on behalf
of each of them of a statement on Schedule 13G (including amendments thereto)
with respect to the Common Stock of Solitron Devices, Inc. and further agree
that this agreement be included as an exhibit to such filing. Each party to
the agreement expressly authorizes each other party to file on its behalf any
and all amendments to such statement. Each party to this agreement agrees
that this agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to
be executed on their behalf this 29th day of June 2011.
Lauriston, L.P.
By: /s/ Frederick Pollock
----------------------
Name: Frederick Pollock
Title: Authorized Person
The Lauriston Group, L.P.
By: /s/ Frederick Pollock
----------------------
Name: Frederick Pollock
Title: Authorized person
Lauriston F.P., LLC
By: /s/ Frederick Pollock
----------------------
Name: Frederick Pollock
Title: Authorized Person