ALLIENT INC — Major Shareholding Notification 2004

Dec 8, 2004

SC 13D/A 1 a04-14435_1sc13da.htm SC 13D/A

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*SCHEDULE 13D*

Under the Securities Exchange Act of 1934 (Amendment No. 2 )*

*ALLIED MOTION TECHNOLOGIES INC.*

(Name of Issuer)

*Common Stock (no par value)*

(Title of Class of Securities)

*419011101*

(CUSIP Number)

*Eugene E. Prince, Chairman*

*Allied Motion Technologies Inc.*

*23 Inverness Way East, Suite 150*

*Englewood, Colorado 80112-5711*

*(303) 799-8520*

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

*November 30, 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. o

*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).

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| CUSIP
No. 419011101 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Eugene E. Prince | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | ý |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) Not applicable. | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 718,750 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive Power 718,750 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 829,916 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 13.7% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

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Item 1.	Security and Issuer
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the
Common Stock, no par value (the “Common Stock”), of Allied Motion
Technologies Inc., a Colorado corporation (the “Issuer”), whose principal
executive offices are located at 23 Inverness Way East, Suite 150, Englewood,
Colorado 80112-5711. This Amendment
No. 2 amends a Schedule 13D dated August 14, 1989, and an Amendment No. 1 to
that Schedule 13D dated August 28, 1989 (collectively, the “Original Schedule
13D”). The person filing this
Amendment No. 2, Eugene E. Prince, is no longer a member of the group identified
in the Original Schedule 13D, and the other members of the group identified
in the Original Schedule 13D (A. J. Hintze, Marvin J. Fein and Chester H.
Clarridge) are not included in this Amendment No. 2.
Item 2.	Identity and Background
	Filing Person:
(a)	Name: Eugene
E. Prince
(b)	Business Address:
Allied Motion Technologies Inc. 23 Inverness Way East, Suite 150 Englewood, CO 80112-5711
(c)	Principal Occupation: Chairman of the Board of Directors Allied Motion Technologies Inc. 23 Inverness Way East, Suite 150 Englewood, CO 80112-5711
(d)	During
the last five years, Mr. Prince has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e)	During
the last five years, Mr. Prince has not 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 to such laws.
(f)	Citizenship:
United States of America

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Item 3.	Source and Amount of Funds or Other Consideration
Not applicable. This amendment
is being filed to report that on November 30, 2004, Eugene E. Prince entered
into a 10b5-1 Sales Plan with AXA Advisors.
Reference is made to Item 4 for a description of the transaction.
Item 4.	Purpose of Transaction
On November 30, 2004,
Mr. Prince and AXA Advisors (the “Broker”) entered into a Sales Plan (the
“Sales Plan”), which was designed to meet the requirements of Rule 10b5-1(c)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to the Sales Plan, Mr. Prince
appointed the Broker to sell a total of 60,000 shares of Common Stock owned
by Mr. Prince in the following amounts, beginning on the following dates (the
“Beginning Sales Dates”) and for the following minimum market prices per
share:

| Beginning Sales Date | Number
of Shares | Minimum
Price Per Share (at Market Value) |
| --- | --- | --- |
| December 13, 2004 | 10,000 | $ 5.00 |
| January 17, 2005 | 10,000 | $ 5.00 |
| February 21, 2005 | 10,000 | $ 5.00 |
| March 21, 2005 | 10,000 | $ 5.50 |
| April 11, 2005 | 10,000 | $ 5.50 |
| May 2, 2005 | 10,000 | $ 5.50 |

| Broker will enter an
order to sell after the close of the market on the trading day preceding the
respective Beginning Sales Date. After
each Beginning Sales Date, Broker shall continue selling shares until the
total number of shares specified above with respect to that Beginning Sales
Date are sold, provided that no shares are sold more than fifteen business
days after the Beginning Sales Date.
Amounts remaining with respect to any Beginning Sales Date shall not
be carried over to subsequent Beginning Sales Dates. |
| --- |
| The Sales Plan shall be
effective on the date of its execution and shall terminate on the earliest of
(a) the date all 60,000 shares of Stock have been sold, (b) the death of the
Seller or (c) May 23, 2005. When selling
Mr. Prince’s shares, the Broker must adhere to the schedule listed
above. If, however, any sale cannot be
executed as specified in the Sales Plan because of a market disruption or a
legal, regulatory or contractual restriction applicable to the Broker, the
Broker shall effect such sale as promptly as possible after the cessation or
termination of such market disruption, applicable restriction or other event,
but only if such sale occurs prior to termination of the Sales Plan. |

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| In the Sales Plan, Mr.
Prince represents and warrants that: (a) as of the effective date of the
Sales Plan, he is not aware of material, nonpublic information with respect
to the Issuer or any securities of the Issuer (including the Common Stock);
(b) as of the effective date of the Sales Plan, he is not subject to any
legal, regulatory or contractual restriction or undertaking that would
prevent the Broker from conducting sales in accordance with the Sales Plan;
and (c) he is entering into the Sales Plan in good faith and not as part of a
plan or scheme to evade the prohibitions of Rule 10b5-1. In addition, Mr. Prince agrees that he will
be responsible for making all required Form 144 filings and making all
filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange
Act. | |
| --- | --- |
| Mr. Prince does not have any present plans or
proposals that relate to or would result in the following: (a) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer, other than the disposition of Common
Stock in accordance with the Sales Plan; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (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) changes in the
Issuer’s charter, bylaws 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 to cease to be authorized to be quoted in 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 Act; or
(j) any action similar to any of those enumerated above. | |
| Notwithstanding the foregoing, any of the preceding
actions may be, from time to time, proposed to and acted upon by the Board of
Directors of the Issuer, of which Mr. Prince is Chairman, in the normal
course of the Issuer’s business. Thus, in the normal course of discharging
his duties as Chairman of the Board of the Issuer, and in his capacity as
such, Mr. Prince may be required to consider or review any such plans or
proposals. | |
| Item 5. | Interest in Securities of the Issuer |
| All ownership
percentages set forth herein assume that there are 6,054,293 shares
outstanding, based on 6,054,293 shares of Allied Motion Common Stock, which
represents the total number of shares reported in the Quarterly Report on
Form 10-Q of Allied Motion for the quarter ending September 30, 2004 to be
outstanding as of November 1, 2004. | |

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Beneficial Owner	Aggregate Number Beneficially Owned	Percentage of Class	Sole Voting Power	Sole Disposition Power
Eugene E. Prince	829,916	13.7 %	718,750	718,750

(a)
(b)	Mr.
Prince has the sole power to vote 718,750 of the shares of Common Stock for
which beneficial ownership is reported and has the sole power to dispose of
718,750 of the shares of Common Stock for which beneficial ownership is
reported. Mr. Prince does not have
voting or disposition rights with respect to the 111,166 shares of Common
Stock described in Item 5(a)(ii).
(c)	On
November 30, 2004, Mr. Prince and AXA Advisors adopted a sales plan under
Rule 10b5-1 of the Exchange Act, which is described in detail in Item 4 of
this Amendment No. 2. No sales have
taken place pursuant to the Sales Plan as of the date of the execution of
this Amendment No. 2. Prior to
adoption of the Sales Plan, on November 4, 2004, Mr. Prince sold 10,000
shares of Common Stock in an open market sale transaction at $5.11 per share
for a total sale price of $51,100.
(d)	See Item 5(b)
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
On November 30, 2004, Mr. Prince entered into the Sales Plan with the
Broker pursuant to which Mr. Prince intends to sell a total of 60,000 shares
of the Issuer’s Common Stock on pre-determined dates and for pre-determined
prices. Reference is made to Item 4
for a description of the transaction.

(1) Does not include 88,800 shares of Common Stock held by the Prince Childrens’ Trusts over which Mr. Prince does not have or share voting or investment power.

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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.

| December
3, 2004 |
| --- |
| Date |
| /s/ Eugene E. Prince |
| Signature |

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