SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
Image Systems Corporation
(NAME OF ISSUER)
Common Stock, no par value
(TITLE OF CLASS OF SECURITIES)
45244J109
(CUSIP NUMBER)
Paul D. Sonkin
Hummingbird Management, LLC
(f/k/a Morningside Value Investors, LLC)
153 East 53rd Street, 55th Floor
New York, New York 10022
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
September, 2003
(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 Rule 13d-1(e), 13d-1(f) or 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 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 pages)
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CUSIP No. 45244J109 13D Page 2 of 5 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hummingbird Management, LLC
(f/k/a Morningside Value Investors, LLC)
IRS No. 13-4082842
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2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER 292,500
SHARES
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BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER 292,500
REPORTING
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PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
292,500
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES * [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.7%
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14. TYPE OF REPORTING PERSON*
OO
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(Page 2 of 5 pages)
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CUSIP No. 45244J109 13D Page 3 of 5 Pages
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ITEM 1 SECURITY AND ISSUER
Title of Class of Securities
Common stock, no par value (the "Shares")
Name and Address of Issuer
Image Systems Corporation (the "Company" or the "Issuer")
6103 Blue Circle Drive
Minnetonka, Minnesota 55343
ITEM 2 IDENTITY AND BACKGROUND
This statement is being filed by Hummingbird Management, LLC (f/k/a
Morningside Value Investors, LLC), a Delaware limited liability
company("Hummingbird"), whose principal business and principal office
address is 153 East 53rd Street,55th Floor, New York, New York 10022.
Hummingbird acts as investment manager to The Hummingbird Value Fund,
L.P. ("HVF") and to The Hummingbird Microcap Value Fund, L.P.
(the "Microcap Fund") and has the sole investment discretion and voting
authority with respect to the investments owned of record by each of HVF
and Microcap Fund. Accordingly, Hummingbird may be deemed for purposes of
Rule 13d-3 of the Securities and Exchange Act of 1934, as amended
("Rule 13d-3"), to be the beneficial owner of the Shares owned by HVF
and Microcap Fund. The managing member of Hummingbird is Paul Sonkin.
Mr. Sonkin is also the managing member of Hummingbird Capital, LLC
(f/k/a Morningside Capital, LLC) ("HC"), the general partner of HVF
and Microcap Fund.
Both HVF and Microcap Fund are Delaware limited partnerships whose
principal business and principal office address is 153 East 53rd Street,55th
Floor, New York, New York 10022 and whose principal business is investing in
securities in order to achieve its investment objectives. Mr. Sonkin is a
citizen of the United States and HC is a Delaware limited liability company.
The principal business and principal office address of both Mr. Sonkin and
HC is 153 East 53rd Street, 55th Floor, New York, New York 10022.
During the past five years none of Hummingbird, HVF, Microcap Fund,
Mr. Sonkin or HC has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which any of the foregoing 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, or finding any violation with respect to such laws.
(Page 3 of 5 pages)
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CUSIP No. 45244J109 13D Page 4 of 5 Pages
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ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of September 17, 2003, Hummingbird has caused each of HVF and
Microcap Fund to invest approximately $27,374 and $13,272, respectively,
in the Shares of the Issuer using their respective working capital.
ITEM 4 PURPOSE OF TRANSACTION
The Shares were acquired for investment purposes. However, Hummingbird
may hold talks or discussions with various parties, including, but not limited
to, the Issuer's management, its board of directors and other shareholders on a
variety of possible subjects regarding ways to increase shareholder value. Some
of the suggestions Hummingbird might make may affect control of the Issuer
and/or may relate to the following: the merger, acquisition or liquidation of
the Issuer, the sale or transfer of the assets of the Issuer, a change in the
board of directors or the management of the Issuer, a change in the present
capitalization or dividend policy of the Issuer or a change in the Issuer's
charter or by-laws. Hummingbird intends to pay close attention to developments
at and pertaining to the Issuer, and, subject to market conditions and other
factors deemed relevant by Hummingbird, Hummingbird may, directly or
indirectly, purchase additional Shares of the Issuer or dispose of some
or such Shares in open-market transaction or privately negotiated transactions.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As the holder of sole voting and investment authority over
the Shares owned by HVF and the Microcap Fund, Hummingbird may be deemed, for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
to be the beneficial owner of the aggregate amount of 292,500 Shares
representing approximately 6.7% of the outstanding shares of the Issuer
(based upon 4,452,597 shares outstanding as of November 15, 2002, as reported
on the latest Definitive Schedule 10-QSB of the Issuer). Hummingbird disclaims
any economic interest or beneficial ownership of the Shares covered by this
Statement.
Mr. Sonkin is the managing member and control person of Hummingbird,
and for purposes of Rule 13d-3 may be deemed the beneficial owner of such
Shares deemed to be beneficially owned by Hummingbird. Thus, Mr. Sonkin may be
deemed, for purposes of Rule 13d-3, to be the beneficial owner of 292,500
shares representing approximately 6.7% of the outstanding shares of the Issuer
(based upon 4,452,597 shares outstanding as of November 15, 2002, as reported
on the latest Definitive Schedule 10-QSB of the Issuer). Mr. Sonkin disclaims
any economic interest or beneficial ownership of the Shares.
(Page 4 of 5 pages)
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CUSIP No. 45244J109 13D Page 5 of 5 Pages
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(c) Hummingbird caused HVF to effect transactions in the
Shares during the past 60 days as set forth below:
AMOUNT OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
7/22/03 open market purchase 45,059 0.1334
8/18/03 open market purchase 7,980 0.1500
8/26/03 open market purchase 18,000 0.1200
8/28/03 open market purchase 13,000 0.1250
9/3/03 open market purchase 20,000 0.1001
9/5/03 open market purchase 16,600 0.1000
9/9/03 open market purchase 20,090 0.0850
Hummingbird caused the Microcap Fund to effect transactions in the
Shares during the past 60 days as set forth below:
AMOUNT OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
7/22/03 open market purchase 33,441 0.1334
8/18/03 open market purchase 7,020 0.1500
8/26/03 open market purchase 12,000 0.1200
8/28/03 open market purchase 7,000 0.1250
9/5/03 open market purchase 10,000 0.1000
9/9/03 open market purchase 14,910 0.0850
(d) Inapplicable.
(e) Inapplicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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.
Dated: September 17, 2003
HUMMINGBIRD MANAGEMENT, LLC
By: /s/ Paul D. Sonkin
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Name: Paul D. Sonkin
Title: Managing Member