UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
SPORT-HALEY, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
848925103
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(CUSIP Number)
Emily Mason
Covington & Burling LLP
One Front Street, 35th Floor
San Francisco, CA 94111
Telephone: (415) 591-7062
Facsimile: (415) 955-6562
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 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 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. [X]
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).
CUSIP No. 848925103
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Daniel Zeff
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) N/A
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ].
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6. Citizenship or Place of Organization United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 539,663
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8. Shared Voting Power None
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9. Sole Dispositive Power 539,663
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10. Shared Dispositive Power None
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11. Aggregate Amount Beneficially Owned by
Each Reporting Person 539,663
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 23.6%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 848925103
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1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).
Spectrum Galaxy Fund Ltd.
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ].
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6. Citizenship or Place of Organization British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 198,312
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8. Shared Voting Power None
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9. Sole Dispositive Power 198,312
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10. Shared Dispositive Power None
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person 198,312
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 8.7%
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14. Type of Reporting Person (See Instructions) CO
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CUSIP No. 848925103
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1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).
Zeff Capital Partners I, L.P.
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ].
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6. Citizenship or Place of Organization Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 341,351
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8. Shared Voting Power None
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9. Sole Dispositive Power 341,351
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10. Shared Dispositive Power None
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person 341,351
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 14.9%
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14. Type of Reporting Person (See Instructions) PN
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CUSIP No. 848925103
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1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).
Zeff Holding Company, LLC
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) N/A
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ].
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6. Citizenship or Place of Organization Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 341,351
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8. Shared Voting Power None
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9. Sole Dispositive Power 341,351
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10.
Shared Dispositive Power None
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person 341,351
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 14.9%
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14. Type of Reporting Person (See Instructions) OO
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SCHEDULE 13D
This Amendment No. 1 amends and supplements that statement on Schedule 13D
originally filed with the Securities and Exchange Commission on March 2, 2007
(the "Original Statement"), by Zeff Holding Company, LLC, a Delaware limited
liability company ("Holding"), Zeff Capital Partners I, L.P., a Delaware limited
partnership ("Capital"), Spectrum Galaxy Fund Ltd., a company incorporated in
the British Virgin Islands ("Spectrum"), and Daniel Zeff, an individual ("Zeff")
(Holding, Capital, Spectrum and Zeff are hereinafter collectively referred to as
the "Reporting Persons") related to the common stock, no par value (the "Common
Stock") of Sport-Haley, Inc., a Colorado corporation (the "Company").
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Common Stock of the
Company. The address of the Company's principal executive offices is 4600 E.
48th Avenue, Denver, Colorado, 80216.
Item 2. Identity and Background
This statement is filed as a joint statement pursuant to Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") by
each of the Reporting Persons. Zeff provides discretionary investment management
services to Zeff Capital Offshore Fund, a class of shares of Spectrum. Zeff is
the sole manager and member of Holding, which in turn serves as the general
partner for Capital. Accordingly, the Reporting Persons are making a group
filing because, due to the relationship between them, the Reporting Persons may
be deemed to constitute a "group" for the purposes of Section 13(d)(3) of the
Exchange Act.
The address of the principal place of business and principal office of
each of the Reporting Persons is: 50 California Street, Suite 1500, San
Francisco, CA 94111.
The principal business of Zeff is that of investing in securities in
his capacity as investment manager for Zeff Capital Offshore Fund and as sole
manager of Holding. The principal business of Spectrum is that of investing in
securities. The principal business of Capital is that of an investment
partnership. The principal business of Holding is acting as general partner for
Capital.
None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
None of the Reporting Persons has, during the last five years, 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 activities subject to, federal or state securities laws or finding any
violation with respect thereto.
Daniel Zeff is a United States citizen. Spectrum is organized under
the laws of the British Virgin Islands. Capital and Holding are organized under
the laws of the State of Delaware.
Item 3. Source or Amount of Funds or Other Consideration
Capital's purchase was made with Capital partnership funds.
Spectrum's purchase was made with Spectrum company funds.
Item 4. Purpose of the Transaction
The Reporting Persons acquired the shares of Common Stock reported
herein for investment purposes in the ordinary course of their business. The
Reporting Persons may acquire additional Common Stock of the Company or dispose
of Common Stock of the Company at any time and from time to time in the open
market, in privately negotiated transactions or otherwise. Although the
foregoing represents the range of activities presently contemplated by the
Reporting Persons, the scope of possible activities is subject to change.
As previously disclosed in the Original Statement, Zeff requested that
the Company nominate Andrew Dailey to the Company's Board of Directors (the
"Board"), as described in a letter from Capital to the Board. The Company
declined to nominate Andrew Dailey to the Board and suggested that Zeff be
nominated instead. Zeff declined such invitation. Zeff recently renewed the
request to nominate Andrew Dailey to the Board and the Company declined such
request. Although the Reporting Persons have no present plans or proposals to
nominate someone to the Board, or to change the composition of the Board, the
Reporting Persons reserve the right to develop such plans or proposals at any
time.
Except as set forth in this Item 4, the Reporting Persons do not have
any present plans or proposals which relate to or would result in any of the
action described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of the outstanding shares of Common
Stock reported owned by each Reporting Person is based upon
2,284,490 shares of Common Stock outstanding as of September
14, 2007, as reported in the Company's Form 10-K for the
fiscal year ended June 30, 2007.
As of the close of business on October 17, 2007:
(i) Spectrum beneficially owns 198,312 shares of Common
Stock constituting approximately 8.7% of the shares
of Common Stock outstanding;
(ii) Capital beneficially owns 341,351 shares of Common
Stock constituting approximately 14.9% of the shares
of Common Stock outstanding;
(iii) Holding beneficially owns 341,351 shares of Common
Stock held by Capital, of which Holding is the
general partner, constituting approximately 14.9% of
the shares of Common Stock outstanding; and
(iv) Mr. Zeff beneficially owns 539,663 shares of Common
Stock comprised of 198,312 shares of Common Stock
held by Spectrum (Mr. Zeff provides discretionary
investment management services to Zeff Capital
Offshore Fund, a class of shares of Spectrum) and
341,351 shares of Common Stock held by Capital (Mr.
Zeff is the sole manger of Capital's general
partner), in total constituting approximately 23.6%
of the shares of Common Stock outstanding;
(b) Spectrum has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of the 198,312 shares
of Common Stock reported herein as being beneficially owned by
it, which power is exercisable by Mr. Zeff as investment
manager. Capital has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of the
341,351 shares of Common Stock reported herein as being
beneficially owned by it, which power is exercisable by Mr.
Zeff as the sole manager of Holding, Capital's general
partner.
(c) Set forth below is a description of all reportable
transactions in shares of Common Stock that have been effected
by the Reporting Persons during the past 60 days.
The following purchase was made by Capital:
Date Price Per Share Number of Shares
10/15/2007 2.98 77,489
The following purchase was made by Spectrum:
Date Price Per Share Number of Shares
10/15/2007 2.98 46,438
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock.
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Exhibit 99.1: Joint Filing Agreement, dated as of October 18, 2007, by
and among the Reporting Persons.
SIGNATURES
After reasonable inquiry and to the best of their knowledge and behalf, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: October 18, 2007
/s/ Daniel Zeff
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Daniel Zeff
ZEFF HOLDING COMPANY, LLC
By: /s/ Daniel Zeff
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Name: Daniel Zeff
Title: Manager
ZEFF CAPITAL PARTNERS I, L.P.
By: Zeff Holding Company, LLC,
as general partner
By: /s/ Daniel Zeff
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Name: Daniel Zeff
Title: Manager
SPECTRUM GALAXY FUND LTD.
By: /s/ Dion R. Friedland
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Name: Dion R. Friedland
Title: Director
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on
behalf of each of them of a statement on Schedule 13D with respect to
the Common Stock of Sport-Haley, Inc., and that this Agreement be
included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts all of which taken together
shall constitute one and the same instrument.
In witness hereof, the undersigned hereby executed this Agreement this
18th day of October, 2007.
/s/ Daniel Zeff
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Daniel Zeff
ZEFF HOLDING COMPANY, LLC
By: /s/ Daniel Zeff
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Name: Daniel Zeff
Title: Manager
ZEFF CAPITAL PARTNERS I, L.P.
By: Zeff Holding Company, LLC,
as general partner
By: /s/ Daniel Zeff
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Name: Daniel Zeff
Title: Manager
SPECTRUM GALAXY FUND LTD.
By: /s/ Dion R. Friedland
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Name: Dion R. Friedland
Title: Director