UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Telos Corporation
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(Name of Issuer)
12% Cumulative Exchangeable Redeemable Preferred Stock,
$0.01 par value per share
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(Title of Class of Securities)
8796B200
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(CUSIP Number)
Grand Slam Asset Management, LLC
2200 Fletcher Avenue
Fort Lee, New Jersey 07024
(201) 346-4335
Attn: Erik Volfing
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 7, 2007
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(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 which 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 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).
SEC 1746 (12-91)
CUSIP NO. 8796B200 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grand Slam Asset Management, LLC IRS # 22-3779105
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X| Joint Filing
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS RE-
QUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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7 SOLE VOTING POWER
-0-
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 164,477
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
164,477
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
164,477
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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)
5.16%
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14 TYPE OF REPORTING PERSON
IA
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Page 2
CUSIP NO. 987824109 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grand Slam Capital Master Fund, Ltd. IRS # 20-0239056
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS RE-
QUIRED PURSUANT TO ITEM 2(D) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7 SOLE VOTING POWER
-0-
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 164,477
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
164,477
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
164,477
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.16%
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14 TYPE OF REPORTING PERSON
OO
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Page 3
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement on Schedule
13D (the "Statement") relates is the 12% Cumulative Exchangeable Redeemable
Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of Telos
Corporation, a Maryland corporation (the "Issuer"), and is being filed with the
Securities and Exchange Commission (the "SEC") pursuant to Rule 13d-1 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The principal
offices of the Issuer are located at 19886 Ashburn Road, Ashburn, Virginia
20147-2358.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by Grand Slam Capital Master Fund,
Ltd., a Cayman Islands exempted company ("Master Fund"). Master Fund was formed
for the purpose of acquiring and managing assets. This Statement is also being
filed by Grand Slam Asset Management, LLC, a Delaware limited liability company
("Asset Management", together with Master Fund, the "Reporting Parties), for and
on behalf of itself, which serves as the investment advisor of Master Fund. As
such, Asset Management may be deemed to control, directly or indirectly, Master
Fund and to beneficially own the shares of Preferred Stock being reported on
this Statement by Master Fund.
(b) The address of the principal offices of Asset Management and the
mailing address of Master Fund is 2200 Fletcher Avenue, Fort Lee, New Jersey
07024. The address of the principal offices of Master Fund is c/o Walkers SPV
Limited, Walker House, 87 Mary Street, Walker House, George Town, Grand Cayman,
KY-9002, Cayman Islands, B.W.I.
(c) Attached as Exhibit A is the name of the executive officers and
managers of Asset Management and their business addresses and principal
occupations. Attached as Exhibit B are the names of the directors of Master
Fund, their business addresses and principal occupations. Master Fund has no
executive officers.
(d) During the last five years, neither of the Reporting Parties nor
any person listed on Exhibits A or B has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither of the Reporting Parties nor
any person listed on Exhibits A or B has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
Page 4
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) The nationality of the executive officers and managers of Asset
Management are set forth on Exhibit A. The nationality of the directors of
Master Fund are set forth on Exhibit B.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The funds for the purchase of the shares of Preferred Stock set forth on Exhibit
C hereto (the "Shares") have come from the working capital of Master Fund. The
aggregate amount of funds used in making the purchases of the Shares in the
sixty days prior to the date upon which the Reporting Parties reporting
requirement arose is $1,979,869.01.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Parties have acquired the Shares, as described in this
Statement, in order to obtain a substantial equity position in the Issuer based
on the Reporting Parties' belief that the Preferred Stock at current market
prices is undervalued and represent an attractive investment opportunity.
Depending upon overall market conditions, other investment opportunities
available to the Reporting Parties, and the availability of shares of Preferred
Stock at prices that would make the purchase of additional shares desirable, the
Reporting Parties may endeavor to increase their position in the Issuer through,
among other things, the purchase of shares of Preferred Stock on the open market
or in private transactions or otherwise, on such terms and at such times as the
Reporting Parties may deem advisable. Asset Management anticipates that, from
time to time, it may communicate with the Issuer regarding its business and
strategic opportunities and identify to the Issuer strategic opportunities and
alternatives to be considered by the Issuer. Asset Management may also propose,
propose to arrange, or identify to the Issuer sources of capital.
Other than as set forth herein, neither of the Reporting Parties, nor
any of the individuals set forth on Exhibits A or B has any plans or proposals
that relate to or would result in any of the following:
(a) The acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer;
(c) A sale or transfer of a material amount of assets of the Issuer;
Page 5
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Any other material changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or ceasing to be authorized to be quoted on
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or
(j) Any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Parties beneficially own an aggregate of Shares
representing approximately 5.16% of the issued and outstanding shares of
Preferred Stock of the Issuer. The percentage ownership of the Reporting Parties
in the Issuer's capital stock is based on 3,185,586 issued and outstanding
shares of the Preferred Stock as reported by the Issuer in its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC. The
managers of Asset Management do not beneficially own any shares of Preferred
Stock. Since Asset Management may be deemed to control, directly or indirectly,
Master Fund, Asset Management may be deemed to have the power to direct the vote
or disposition of the Shares, and accordingly, may be deemed, for purposes of
determining beneficial ownership pursuant to Rule 13d-3 under the Exchange Act,
to beneficially own the Shares held by Master Fund.
(b) Master Fund directly owns the Shares and has the power to vote or
direct the vote and to dispose or direct the disposition of the Shares. Asset
Management may be deemed to control, directly or indirectly, Master Fund, Asset
Management may be deemed to have shared power to vote or direct the vote and
dispose or direct the disposition of the Shares and may be deemed, for purposes
of determining beneficial ownership pursuant to Rule 13d-3 under the Exchange
Act, to beneficially own the shares of Preferred Stock held by Master Fund.
(c) The dates and amount of each acquisition of the Shares is listed on
Exhibit C hereto. Except as set forth in Exhibit C hereto, there have been no
transactions in shares of
Page 6
Preferred Stock since the date of the filing of this Statement by the Reporting
Parties or any person or entity listed on Exhibits A or B hereto.
(d) No 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 the
Shares owned by Master Fund except Asset Management.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Asset Management provides investment management services to Master Fund pursuant
to that certain Amended and Restated Investment Management Agreement, dated
September 1, 2003, by and among Asset Management, Master Fund and Grand Slam
Capital Offshore Fund, Ltd.
Page 7
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following materials are filed as Exhibits to the Statement:
EXHIBIT A: Information with respect to the executive officers
and managers of Grand Slam Asset Management, LLC.
EXHIBIT B: Information with respect to the directors of Grand Slam
Capital Master Fund, Ltd.
EXHIBIT C: As described in Item 3.
EXHIBIT D: Joint Filing Agreement.
Page 8
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: February 14, 2007 Grand Slam Capital Master Fund, Ltd.
By: /s/ Mitchell Sacks
---------------------------------------
Name: Mitchell Sacks
Title: Director
Dated: February 14, 2007 Grand Slam Asset Management, LLC
By: /s/ Mitchell Sacks
---------------------------------------
Name: Mitchell Sacks
Title: Member
Page 9
EXHIBIT A
INFORMATION WITH RESPECT TO THE EXECUTIVE OFFICERS AND
MANAGERS OF GRAND SLAM ASSET MANAGEMENT, LLC
NAME AND ADDRESS POSITION WITH GRAND SLAM PRINCIPAL OCCUPATION CITIZENSHIP
ASSET MANAGEMENT, LLC
Mitchell Sacks(1) Member, Managing Member, Managing Grand Slam Asset USA
Chief Executive Officer and Management, LLC and Grand
Portfolio Manager Slam General Partners, LLC
Erik Volfing(1) Member, Chief Financial Managing Grand Slam Asset Denmark
Officer and Portfolio Manager Management, LLC and Grand
Slam General Partners, LLC
Michael Legg(1) Member, Chief Compliance Managing Grand Slam Asset USA
Officer and Portfolio Manager Management, LLC and Grand
Slam General Partners, LLC
1. The business address of each of the named individuals is c/o Grand Slam
General Partners, LLC, 2200 Fletcher Avenue, Fort Lee, New Jersey 07024.
Page 10
EXHIBIT B
INFORMATION WITH RESPECT TO DIRECTORS OF GRAND SLAM CAPITAL MASTER FUND, LTD.
NAME AND ADDRESS POSITION WITH GRAND SLAM PRINCIPAL OCCUPATION CITIZENSHIP
CAPITAL MASTER, LTD.
Mitchell Sacks(1) Director Managing Grand Slam Asset USA
Management, LLC and Grand
Slam General Partners
Martin Lang(2) Director Employed by International Cayman Islands
Management Services
Ian Goodall(2) Director Employed by International Cayman Islands
Management Services
1. The business address of Mitchell Sacks is c/o Grand Slam General Partners,
LLC, 2200 Fletcher Avenue, Fort Lee, New Jersey 07024.
2. The business address of the named individuals is c/o International Management
Services Limited, 4th Floor, Harbour Centre, George Town, Cayman Islands.
Page 11
EXHIBIT C
SCHEDULE OF TRANSACTIONS
BY
GRAND SLAM MASTER FUND, LTD.
DATE OF PUCHASE NUMBER OF SHARES OF PRICE PER SHARE
PREFERRED STOCK ($)
PURCHASED
================================================================================
12/06/2005 50,000 10.04
12/07/2005 37,000 10.29
12/13/2005 7,750 10.53
12/14/2005 15,614 10.55
12/15/2005 9,000 10.60
12/28/2005 1,000 12.51
12/29/2005 2,200 12.29
01/31/2006 1,000 13.41
03/30/2006 6,745 13.76
03/31/2006 1,650 14.79
04/10/2006 1,000 15.06
05/31/2006 600 18.00
06/13/2006 1,450 16.92
06/30/2006 3,000 17.80
07/12/2006 800 18.06
07/25/2006 400 18.43
07/31/2006 200 19.00
08/29/2006 200 19.08
08/31/2006 200 18.78
09/13/2006 600 18.55
10/20/2006 200 19.08
12/05/2006 1,300 18.26
12/07/2006 2,100 18.72
12/08/2006 268 18.91
12/12/2006 300 19.26
12/14/2006 2,200 19.09
12/29/2006 1,100 19.92
01/16/2007 1,200 18.02
01/18/2007 200 18.56
01/23/2007 2,600 18.31
01/24/2007 200 18.41
01/24/2007 1,800 18.36
Page 12
DATE OF PUCHASE NUMBER OF SHARES OF PRICE PER SHARE
PREFERRED STOCK ($)
PURCHASED
================================================================================
01/25/2007 200 18.56
01/26/2007 500 18.53
01/31/2007 1,600 18.15
02/07/2007 8,000 17.30
02/07/2007 300 17.89
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Total 164,477 1,979,869.01
Page 13
EXHIBIT D
JOINT FILING AGREEMENT
The undersigned agree that they are filing jointly pursuant to Rule
13d-1(k)(1) of the Securities Exchange Act of 1934, the statement dated February
13, 2007 containing the information required by Schedule 13D, relating to the
preferred stock of Telos Corporation, on behalf of the undersigned.
Dated: February 14, 2007 Grand Slam Capital Master Fund, Ltd.
By: /s/ Mitchell Sacks
---------------------------------------
Name: Mitchell Sacks
Title: Director
Dated: February 14, 2007 Grand Slam Asset Management, LLC
By: /s/ Mitchell Sacks
---------------------------------------
Name: Mitchell Sacks
Title: Member
Page 14