SEC 1746
(11-02)


Potential persons who are to 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.

 

 

UNITED STATES

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SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D/A
(Rule 3d-101)

Estimated average burden hours per response. . 11

 

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 4 TO SCHEDULE 13D)*

SSP SOLUTIONS, INC. (FORMERLY LITRONIC, INC.)

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

 

537004 10 3

(CUSIP Number)

 

STEVEN K. SPRAGUE

PRESIDENT AND CHIEF EXECUTIVE OFFICER

WAVE SYSTEMS CORP.

480 PLEASANT STREET, LEE MA 01238

(413) 243-1600

 

With a copy to:

NEIL W. TOWNSEND

BINGHAM MCCUTCHEN, LLP

399 PARK AVENUE

NEW YORK, NEW YORK 10022-4689

(212) 705-7700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

JANUARY 16, 2004

(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 §§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 §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).

 



 

CUSIP No.   537004 10 3

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
WAVE SYSTEMS CORP.
13-3477246

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [    ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

6.

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
3
,530,283

 

8.

Shared Voting Power
None

 

9.

Sole Dispositive Power
3,530,283

 

10.

Shared Dispositive Power
None

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,530,283

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
12.6821%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

2



 

SSP SOLUTIONS, INC. SCHEDULE 13D/A

AMENDMENT NO. 4

 

NOTE:  This Amendment No. 4 amends Amendment No. 3 to the Statement on Schedule 13D/A filed on November 4, 2003 by Wave Systems Corp. (“Wave”).  This Amendment No. 4 is filed on behalf of Wave.

 

This Amendment No. 4 is being filed to report a material decrease in the amount of the securities of SSP Solutions, Inc. (“SSP”) that Wave beneficially owns.  There has been no change in the information set forth in the responses to Items 1, 2, 3, 4, 6 or 7 of the Schedule 13D.  Accordingly, those Items are omitted from this Amendment No. 4.

 

Item 1.

Security and Issuer

 

 

Item 2.

Identity and Background

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

 

Item 4.

Purpose of Transaction

 

 

 

Item 5.

Interest in Securities of the Issuer

 

Items 5(a), 5(b) and 5(c) are amended to read as follows:

(a)          Wave owns 3,530,283 shares of common stock of SSP, which equal approximately 12.6821% of the total 27,836,733 outstanding shares of common stock of SSP as of October 30, 2003.

(b)         Wave has sole voting and dispositive power to all 3,530,283 shares that it owns.

(c)          From between January 7, 2004 and January 16, 2004, Wave sold one-million twenty-thousand three hundred (1,020,300) Shares of SSP’s common stock on the open market at prices ranging from $1.50 to $2.00 per share.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

 

Item 7.

Material to Be Filed as Exhibits

 

 

3



 

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.

 

January 16, 2004

 

Date

 

 

 

WAVE SYSTEMS CORP.

 


/s/Steven K. Sprague

 

Signature

 


Steven K. Sprague,
its President and Chief Executive Officer

 

Name/Title

 

4