SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
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)
(Amendment No. 1)
Willdan Group, Inc.
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(Name of Issuer)
Common stock, par value $0.01 per share
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(Title of Class of Securities)
9692N100
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(CUSIP Number)
December 31, 2007
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(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)
(1) 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 disclosures 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).
1 of 9 Pages
CUSIP No. 96924N100
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Park West Investors Master Fund, Limited
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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: Cayman Islands
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Number of 5. Sole Voting Power - 165,472
Shares
Beneficially --------------------------------------------------------------
Owned by 6. Shared Voting Power - None
Each
Reporting --------------------------------------------------------------
Person 7. Sole Dispositive Power - 165,472
With:
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8. Shared Dispositive Power - None
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9. Aggregate Amount Beneficially Owned by Each Reporting Person - 165,472
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) Not applicable
11. Percent of Class Represented by Amount in Row (9): 2.3% (based on
7,150,239 shares of common stock, par value $0.01 per share, of Willdan
Group, Inc. ("Issuer Common Stock") outstanding as of November 8, 2007, as
disclosed by Willdan Group, Inc. (the "Company") in its Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on
November 9, 2007)
12. Type of Reporting Person - CO
2 of 9 Pages
CUSIP No. 96924N100
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Park West Asset Management LLC
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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: Delaware
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Number of 5. Sole Voting Power - 208,754
Shares
Beneficially --------------------------------------------------------------
Owned by 6. Shared Voting Power - None
Each
Reporting --------------------------------------------------------------
Person 7. Sole Dispositive Power - 208,754
With:
--------------------------------------------------------------
8. Shared Dispositive Power - None
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9. Aggregate Amount Beneficially Owned by Each Reporting Person - 208,754
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) Not applicable
11. Percent of Class Represented by Amount in Row (9): 2.9% (based on
7,150,239 shares of Issuer Common Stock outstanding as of November 8, 2007,
as disclosed by the Company in its Quarterly Report on Form 10-Q filed with
the SEC on November 9, 2007)
12. Type of Reporting Person - IA
3 of 9 Pages
CUSIP No. 96924N100
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter S. Park
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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 5. Sole Voting Power - 208,754
Shares
Beneficially --------------------------------------------------------------
Owned by 6. Shared Voting Power - None
Each
Reporting --------------------------------------------------------------
Person 7. Sole Dispositive Power - 208,754
With:
--------------------------------------------------------------
8. Shared Dispositive Power - None
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9. Aggregate Amount Beneficially Owned by Each Reporting Person - 208,754
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) Not applicable
11. Percent of Class Represented by Amount in Row (9): 2.9% (based on
7,150,239 shares of Issuer Common Stock outstanding as of November 9, 2007,
as disclosed by the Company in its Quarterly Report on Form 10-Q filed with
the SEC on November 9, 2007)
12. Type of Reporting Person - IN
4 of 9 Pages
CUSIP No. 96924N100
Item 1.
(a) Name of Issuer- Willdan Group, Inc., a corporation organized under the
laws of Delaware
(b) Address of Issuer's Principal Executive Offices- 2401 East Katella
Avenue, Suite 300, Anaheim, California 92806
Item 2.
(a) Name of Persons Filing - (1) Park West Investors Master Fund, Limited,
a Cayman Islands exempted company ("PWIMF"), (2) Park West Asset
Management LLC, a Delaware limited liability company ("PWAM"), and (3)
Peter S. Park (collectively, the "Reporting Persons").
(b) Address of Principal Business Office or, if none, Residence -- 900
Larkspur Landing Circle, Suite 165, Larkspur, California 94939
(c) Citizenship - (1) Cayman Islands; (2) Delaware; (3) United States of
America
(d) Title of Class of Securities- Common stock, par value $0.01 per share
(e) CUSIP Number- 96924N100
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 Act.
(b) [ ] Bank as defined in section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act.
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940.
(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 associations 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 of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
5 of 9 Pages
CUSIP No. 96924N100
Item 4.
Ownership
(a) Amount beneficially owned -- As of December 31, 2007, the Reporting
Persons' beneficial ownership were as follows: (i) PWIMF owned 165,472
shares of Issuer Common Stock; (ii) PWAM, as investment manager of
PWIMF and Park West Partners International, Limited, a Cayman Islands
exempted company ("PWPI"), beneficially owned 208,754 shares of Issuer
Common Stock, consisting of 165,472 shares held by PWIMF and 43,282
shares held by PWPI; and (iii) Peter S. Park, as sole member and
manager of PWAM, beneficially owned the 208,754 shares of Issuer
Common Stock beneficially owned by PWAM.
The reporting persons have, within the ordinary course of business,
purchased securities of the Company. The Reporting Persons have not
acquired securities in the Company with the purpose, nor with the
effect of changing or influencing the control of the issuer, nor in
connection with or as a participant in any transaction having such
purpose or effect. The Reporting Persons have purchased, and may in
the future purchase or sell, shares on the open market at prevailing
prices.
(b) Percent of class -- As of December 31, 2007, the Reporting Persons'
beneficial ownership based on 7,150,239 shares of Issuer Common Stock
outstanding as of November 8, 2007, as disclosed by the Company in its
Quarterly Report on Form 10-Q filed with the SEC on November 9, 2007,
were as follows: (i) PWIMF beneficially owned 2.3% of outstanding of
Issuer Common Stock,; (ii) PWAM beneficially owned 2.9% of outstanding
Issuer Common Stock; and (iii) Peter S. Park beneficially owned 2.9%
of outstanding Issuer Common Stock.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct voting -- PWIMF has the sole
power to direct the vote of 165,472 shares of Issuer Common
Stock. PWAM, and Peter S. Park, as sole member and manager, each
have the sole power to vote or to direct the vote of 208,754
shares of Issuer Common Stock.
(ii) Shared power to vote or to direct voting -- PWIMF does not have
shared power with respect to the voting or direction of voting
with respect to the shares of Issuer Common Stock it owns.
Neither PWAM, nor Peter S. Park, as sole member and manager
thereof, have shared power with respect to the voting or
direction of voting with respect to the shares of Issuer Common
Stock they beneficially own.
(iii) Sole power to dispose or to direct disposition -- PWIMF has the
sole power to dispose or to direct the disposition of 165,472
shares of Issuer Common Stock. PWAM, and Peter S. Park, as sole
member and manager thereof, each have the sole power to dispose
or direct the disposition of 208,754 shares of Issuer Common
Stock.
(iv) Shared power to dispose or to direct disposition -- PWIMF does
not have shared power with respect to the disposition or
direction to dispose of the shares Issuer Common Stock it owns.
Neither PWAM, nor Peter S. Park, as sole member and manager
thereof, have shared power with respect to the disposition or
direction to dispose of the shares of Issuer Common Stock they
beneficially own.
6 of 9 Pages
CUSIP No. 96924N100
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 persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [X].
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person.
Not Applicable.
Item 8.
Identification and Classification of Members of the Group
Not Applicable.
Item 9.
Notice of Dissolution of Group
Not Applicable.
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
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 that purpose or effect.
7 of 9 Pages
CUSIP No. 96924N100
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.
February 14, 2008
-----------------
Date
PARK WEST INVESTORS MASTER FUND, LIMITED
By: Park West Asset Management LLC, its
Investment Manager
By: /s/James J. Watson
------------------
Name: James J. Watson
Title: Chief Financial Officer
PARK WEST ASSET MANAGEMENT LLC
By: /s/James J. Watson
------------------
Name: James J. Watson
Title: Chief Financial Officer
/s/Peter S. Park
----------------
Peter S. Park
8 of 9 Pages
CUSIP No. 96924N100
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities and Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
them of a statement on Schedule 13G (including amendments thereto) with respect
to the common stock, par value $0.01 per share, of Willdan Group, Inc.; and
further agree that this Joint Filing Agreement be included as Exhibit 1. In
evidence thereof, the undersigned hereby execute this agreement this 14th day of
February, 2008.
PARK WEST INVESTORS MASTER FUND, LIMITED
By: Park West Asset Management LLC, its
Investment Manager
By: /s/James J. Watson
------------------
Name: James J. Watson
Title: Chief Financial Officer
PARK WEST ASSET MANAGEMENT LLC
By: /s/James J. Watson
------------------
Name: James J. Watson
Title: Chief Financial Officer
/s/Peter S. Park
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Peter S. Park
9 of 9 Pages