INTERLINK ELECTRONICS INC — Major Shareholding Notification 2007

Aug 23, 2007

SC 13G 1 s11-7655_13g.htm SC 13G Unassociated Document Licensed to: S&H Document Created using EDGARizer 4.0.1.0 Copyright 2007 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

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| UNITED
STATES | OMB
APPROVAL |
| --- | --- |
| SECURITIES
AND EXCHANGE COMMISSION | OMB
Number: 3235-0145 |
| Washington,
D.C. 20549 | Expires:
December 31, 2005 |
| SCHEDULE
13G (Rule
13d-102) | Estimated
average burden hours per response. .
11 |

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

Interlink Electronics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

458751104

(CUSIP Number)

July 20, 2007

(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) |

*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).

1

| CUSIP
No. 458751104 — 1. | Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only) Potomac
Capital Management LLC 13-3984298 | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) | [ ] |
| | (b) | [
] |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Limited
Liability Company formed under the laws of the State of New
York | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5. | Sole
Voting Power 0 |
| | 6. | Shared
Voting Power 2,320,689 |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 2,320,689 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person The
Reporting Persons own an aggregate of 2,320,689 shares consisting
of
1,991,324 shares of common stock and 329,365 warrants to purchase
common
stock, representing in the aggregate 15.75% of the issued and oustanding
shares. | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [
] | |
| 11. | Percent
of Class Represented by Amount in Row (9) 15.75% | |
| 12. | Type
of Reporting Person (See Instructions) HC;
OO (Limited Liability Corporation) | |

2

| CUSIP
No. 458751104 — 1. | Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only) Potomac
Capital Management Inc. 13-3984786 | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) | [ ] |
| | (b) | [
] |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Corporation
formed under the laws of the State of New York | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5. | Sole
Voting Power 0 |
| | 6. | Shared
Voting Power 2,320,689
shares of common stock |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 2,320,689
shares of common stock |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person The
Reporting Persons own an aggregate of 2,320,689 shares consisting
of
1,991,324 shares of common stock and 329,365 warrants to purchase
common
stock, representing in the aggregate 15.75% of the issued and oustanding
shares. | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [
] | |
| 11. | Percent
of Class Represented by Amount in Row (9) 15.75% | |
| 12. | Type
of Reporting Person (See Instructions) HC; CO | |

3

| CUSIP
No. 458751104 — 1. | Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only) Paul
J. Solit | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) | [ ] |
| | (b) | [
] |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization U.S.
Citizen | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5. | Sole
Voting Power 10,100
shares of common stock |
| | 6. | Shared
Voting Power 2,320,689
shares of common stock |
| | 7. | Sole
Dispositive Power 10,100 |
| | 8. | Shared
Dispositive Power 2,320,689
shares of common stock |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person The
Reporting Persons own an aggregate of 2,330,789 shares consisting
of
2,001,424 shares of common stock and 329,365 warrants to purchase
common
stock, representing in the aggregate 15.82% of the issued and oustanding
shares. | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [
] | |
| 11. | Percent
of Class Represented by Amount in Row (9) 15.82% | |
| 12. | Type
of Reporting Person (See Instructions) IN;
HC | |

4

| CUSIP
No. 458751104 — 1. | Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only) Potomac
Capital Partners, LP 13-3984299 | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) | [ ] |
| | (b) | [
] |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Limited
Partnership formed under the laws of the State of Delaware | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5. | Sole
Voting Power 0 |
| | 6. | Shared
Voting Power 959,490 shares of common stock |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 959,490 shares
of common stock |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person The
Reporting Persons own an aggregate of 959,490 shares consisting
of 823,790
shares of common stock and 135,700 warrants to purchase common
stock,
representing in the aggregate 6.78% of the issued and oustanding
shares. | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [
] | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.78% | |
| 12. | Type
of Reporting Person (See Instructions) HC;
OO (Limited Liability Corporation) | |

5

| Item
1. — (a) | Name
of Issuer Interlink
Electronics, Inc. | | |
| --- | --- | --- | --- |
| (b) | Address
of Issuer's Principal Executive Offices 546
Flynn Road Camarillo,
CA 93012 | | |
| Item
2. | | | |
| (a) | Name
of Person Filing Potomac
Capital Management LLC | | |
| (b) | Address
of Principal Business Office or, if none, Residence 825
Third Avenue 33rd
Floor New
York, New York 10022 | | |
| (c) | Citizenship Limited
Liability Company formed under the laws of the State of New
York. | | |
| (a) | Name
of Person Filing Potomac
Capital Management Inc. | | |
| (b) | Address
of Principal Business Office or, if none, Residence 825
Third Avenue 33rd
Floor New
York, New York 10022 | | |
| (c) | Citizenship Corporation
formed under the laws of the State of New York. | | |
| (a) | Name
of Person Filing Paul
J. Solit | | |
| (b) | Address
of Principal Business Office or, if none, Residence c/o
Potomac Capital Management LLC 825
Third Avenue 33rd
Floor New
York, New York 10022 | | |
| (c) | Citizenship U.S.
Citizen | | |
| | (a) | Name
of Person Filing Potomac
Capital Partners, LP | |
| | (b) | Address
of Principal Business Office or, if none, Residence 825
Third Avenue 33 rd Floor New
York, New York 10022 | |
| | (c) | Citizenship Limited
Partnership formed under the laws of the State of
Delaware | |
| | (d) | Title
of Class of Securities Common
Stock, par value $0.00001 per share | |
| | (e) | CUSIP
Number 458751104 | |
| Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: Not
Applicable | | |
| | (a) | [
] | Broker
or dealer registered under Section 15 of the Exchange
Act; |
| | (b) | [
] | Bank
as defined in Section 3(a)(6) of the Exchange
Act; |
| | (c) | [
] | Insurance
company as defined in Section 3(a)(19) of the Exchange
Act; |
| | (d) | [
] | Investment
company registered under Section 8 of the Investment Company
Act; |

6

| (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 association 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; |
| (j) | [
] | Group,
in accordance with Rule 13d-1(b)(1)(ii)(J). |

| Item
4. | Ownership | | |
| --- | --- | --- | --- |
| Provide
the following information regarding the aggregate number and percentage
of
the class of securities of the issuer identified in Item 1. | | | |
| POTOMAC
CAPITAL MANAGEMENT LLC POTOMAC
CAPITAL MANAGEMENT INC. | | | |
| | (a) | Amount
beneficially owned: 2,320,689 shares of common
stock | |
| | (b) | Percent
of class: 15.75% | |
| | (c) | Number
of shares as to which the person has: | |
| | | (i) | Sole
power to vote or to direct the vote 0 |
| | | (ii) | Shared
power to vote or to direct the vote 2,320,689 shares
consisting of 1,991,324 shares of common stock and 329,365 warrants
to
purchase common stock, representing in the aggregate 15.75% of the
issued
and oustanding shares. |
| | | (iii) | Sole
power to dispose or to direct the disposition of 0 |
| | | (iv) | Shared
power to dispose or to direct the disposition
of 2,320,689 shares consisting of 1,991,324 shares of
common stock and 329,365 warrants to purchase common stock, representing
in the aggregate 15.75% of the issued and oustanding
shares. |
| PAUL
J. SOLIT | | | |
| | (a) | Amount
beneficially owned: 2,330,789 shares of common
stock | |
| | (b) | Percent
of class: 15.82%. | |
| | (c) | Number
of shares as to which the person has: | |
| | | (i) | Sole
power to vote or to direct the vote 10,100 |
| | | (ii) | Shared
power to vote or to direct the vote 2,330,789 shares
consisting of 2,001,424 shares of common stock and 329,365
warrants to purchase common stock |
| | | (iii) | Sole
power to dispose or to direct the disposition
of 10,100 |
| | | (iv) | Shared
power to dispose or to direct the disposition
of 2,320,689 shares consisting of
1,991,324 shares of common stock and 329,365 warrants to
purchase common stock |
| POTOMAC
CAPITAL PARTNERS, LP | | | |
| | (a) | Amount
beneficially owned: 959,490 shares | |
| | (b) | Percent
of class: 6.78%. | |
| | (c) | Number
of shares as to which the person has: | |
| | | (i) | Sole
power to vote or to direct the
vote: 0 |
| | | (ii) | Shared
power to vote or to direct the
vote : 959,490 shares
consisting of 823,790 shares of common stock and 135,700 warrants
to
purchase common stock |
| | | (iii) | Sole
power to dispose or to direct the disposition of : 0 |
| | | (iv) | Shared
power to dispose or to direct the disposition
of : 959,490 shares consisting of 823,790
shares of common stock and 135,700 warrants to purchase common
stock |
| 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 [ ] | | | |
| 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 | | |
| See
Exhibit A attached hereto. | | | |
| 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

Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 22nd day of August, 2007

| POTOMAC
CAPITAL MANAGEMENT LLC | |
| --- | --- |
| By: | /s/
Paul J. Solit |
| | Paul
J. Solit, Managing Member |

| POTOMAC
CAPITAL MANAGEMENT INC. | |
| --- | --- |
| By: | /s/
Paul J. Solit |
| | Paul
J. Solit, President |

| PAUL
J. SOLIT | |
| --- | --- |
| By: | /s/
Paul J. Solit |
| | Paul
J. Solit |

| POTOMAC
CAPITAL PARTNERS, LP | |
| --- | --- |
| By: | /s/
Paul J. Solit |
| | Paul
J. Solit, Managing Member of the General Partner |

8

EXHIBIT INDEX

The following exhibits are filed with this report on Schedule 13G:

Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G

Exhibit B Joint Filing Agreement dated August 22, 2007 among Potomac Capital Management LLC, Potomac Capital Management, Inc. and Paul J. Solit

9