UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
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)
INTERLINK ELECTRONICS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
458751104
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(CUSIP Number)
January 26, 2005
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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:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
CUSIP No. 458751104 SCHEDULE 13G Page 2 of 7
1 Name of Reporting Person Westcliff Capital Management, LLC
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,407,616
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,407,616
9 Aggregate Amount Beneficially Owned by Each Reporting 1,407,616
Person
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 10.5%
12 Type of Reporting Person IA
CUSIP No. 458751104 SCHEDULE 13G Page 3 of 7
1 Name of Reporting Person Richard S. Spencer III
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization United States
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,407,616
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,407,616
9 Aggregate Amount Beneficially Owned by Each Reporting 1,407,616
Person
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 10.5%
12 Type of Reporting Person HC, IN
CUSIP No. 458751104 SCHEDULE 13G Page 4 of 7
Item 1(a). Name of Issuer:
Interlink Electronics, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
546 Flynn Road, Camarillo, CA 93012
Item 2(a). Names of Persons Filing:
Westcliff Capital Management, LLC ("Westcliff LLC") and
Richard S. Spencer III ("Spencer", and collectively, the
"Filers").
Westcliff LLC and Spencer disclaim beneficial ownership of the
Stock (as defined below) except to the extent of their
respective pecuniary interests therein.
Item 2(b). Address of Principal Business Office or, if none, Residence:
200 Seventh Avenue, Suite 105, Santa Cruz, CA 95062
Item 2(c). Citizenship:
See Item 4 of the cover page for each Filer.
Item 2(d). Title of Class of Securities:
This Statement relates to the shares of common stock of the
Issuer (the "Stock").
Item 2(e). CUSIP Number:
458751104
Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [x] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
CUSIP No. 458751104 SCHEDULE 13G Page 5 of 7
(g) [x] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
See Items 5-9 and 11 of the cover page for each Filer.
Neither the filing of this Schedule 13G nor any of its contents
shall be deemed to constitute an admission that Westcliff LLC
or Spencer is, for any purpose, the beneficial owner of any of
the Stock, and Westcliff LLC and Spencer disclaim beneficial
ownership of the Stock except to the extent of their respective
pecuniary interests therein.
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 [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
Westcliff LLC is a registered investment adviser whose clients
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock.
Spencer is the manager of Westcliff LLC. No individual
client's holdings of the Stock are more than five percent of
the outstanding Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
CUSIP No. 458751104 SCHEDULE 13G Page 6 of 7
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below, each of the signatories certifies that to the
best of its knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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.
Signatures
After reasonable inquiry and to the best of its knowledge and
belief, each of the signatories certifies that the information set forth in
this statement is true, complete and correct.
Dated: February 4, 2005 WESTCLIFF CAPITAL MANAGEMENT, LLC
By: /s/ Richard S. Spencer III
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Richard S. Spencer III, Manager
RICHARD S. SPENCER III
/s/ Richard S. Spencer III
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Richard S. Spencer III
CUSIP No. 458751104 SCHEDULE 13G Page 7 of 7
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13G to evidence the agreement of the
below-named parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule, as it may be amended,
jointly on behalf of each of such parties.
Dated: February 4, 2005 WESTCLIFF CAPITAL MANAGEMENT, LLC
By: /s/ Richard S. Spencer III
-------------------------------
Richard S. Spencer III, Manager
RICHARD S. SPENCER III
/s/ Richard S. Spencer III
--------------------------
Richard S. Spencer III