SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(AMENDMENT NO. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(b), (c) AND (d)
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FORCE PROTECTION, INC.
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
345203202
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(CUSIP Number)
October 2, 2006
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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:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
(Page 1 of 7 Pages)
Page 2 of 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer Investment, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION:
Bermuda
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5 SOLE VOTING POWER
5,062,986 (1).
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY None.
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,062,986 (1).
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
None.
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,062,986 (1).
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
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12 TYPE OF REPORTING PERSON:
OO
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(1) Please see Item 4 for a description of the shares of Common Stock
comprising the total of 5,062,986.
Page 3 of 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer Capital, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
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5 SOLE VOTING POWER
5,062,986 (1).
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY None.
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,062,986 (1).
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
None.
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,062,986 (1).
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
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12 TYPE OF REPORTING PERSON:
PN
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(1) Please see Item 4 for a description of the shares of Common Stock
comprising the total of 5,062,986.
Page 4 of 7
Item 1(a). Name of Issuer.
Force Protection, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices.
9801 Highway 78, Bldg #1
Ladson, South Carolina 29456
Item 2(a). Names of Persons Filing.
Midsummer Investment, Ltd. ("Midsummer Investment")
Midsummer Capital, LLC ("Midsummer Capital")
Item 2(b). Address of Principal Business Office, or if none, Residence.
As to Midsummer Investment:
c/o Midsummer Capital, LLC
295 Madison Avenue, 38th Floor
New York, New York 10017
As to Midsummer Capital:
295 Madison Avenue, 38th Floor
New York, New York 10017
Item 2(c). Citizenship.
As to Midsummer Investment: Bermuda
As to Midsummer Capital: New York
Item 2(d). Title of Class of Securities.
common stock, par value $0.001 per share (the "Common Stock")
Item 2(e). CUSIP Number.
345203202
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
check whether the person filing is a:
Not applicable.
Item 4. Ownership.
Item 4 is amended and supplemented to include the following:
Page 5 of 7
The 5,062,986 shares of Common Stock beneficially owned by Midsummer
Investment include (i) 5,027,986 shares of Common Stock owned by
Midsummer Investment and (ii) 35,000 shares of Common Stock
underlying the Common Stock Purchase Warrant (the "Warrant") of the
Issuer owned by Midsummer Investment. The Warrant is exercisable
into an aggregate of 563,333 shares of Common Stock. However, the
aggregate number of shares of Common Stock into which the Warrant is
exercisable, and which Midsummer Investment has the right to acquire
beneficial ownership, is limited to the number of shares of Common
Stock that, together with all other shares of Common Stock
beneficially owned by Midsummer Investment, including the shares of
Common Stock subject to this Schedule 13G (Amendment No. 1), does
not exceed 9.99% of the total issued and outstanding shares of
Common Stock. Accordingly, the Warrants are currently exercisable
into 35,000 shares of Common Stock and the remaining 528,333 shares
of Common Stock underlying the Warrant are not currently exercisable
unless and until the shares of Common Stock beneficially owned by
Midsummer Investment is less than 9.99% of the total issued and
outstanding shares of Common Stock.
Midsummer Capital serves as general partner and principal investment
manager to Midsummer Investment, and as such has been granted
investment discretion over Midsummer Investment's investments,
including the investment in the Common Stock. As a result of its
role as general partner and principal investment manager to
Midsummer Investment, Midsummer Capital may be deemed to be the
beneficial owner, as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), of the Common
Stock held by Midsummer Investment. However, Midsummer Capital does
not have the right to receive dividends from, or the proceeds from
the sale of, the Common Stock held by Midsummer Investment and
disclaims any beneficial ownership of the shares of Common Stock.
Accordingly, for the purpose of this Statement:
(a) Amount beneficially owned by Midsummer Investment: 5,062,986 shares
of Common Stock of the Issuer.
(b) Percent of Class: Midsummer Investment beneficially owns 9.9% of the
Issuer's issued and outstanding Common Stock (based on 51,124,229
issued and outstanding shares of Common Stock, as of August 14,
2006, which includes the 51,089,229 issued and outstanding shares of
Common Stock as stated by the Issuer in its Form 10-Q for the
quarter ended June 30, 2006 and the 35,000 shares of Common Stock
underlying the Warrant and currently exercisable).
(c) Number of shares as to which Midsummer Investment has:
(i) Sole power to direct the vote: 5,062,986 shares of Common
Stock of the Issuer.
(ii) Shared power to vote or to direct the vote: None.
(iii) Sole power to dispose or direct the disposition of the Common
Stock: 5,062,986 shares of Common Stock of the Issuer.
(iv) Shared power to dispose or direct the disposition of the
Common Stock: None.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Page 6 of 7
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.
Not applicable.
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 which could have that purpose or effect.
Page 7 of 7
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.
Date: October 17, 2006
MIDSUMMER INVESTMENT, LTD.
By: MIDSUMMER CAPITAL, LLC, its investment manager
By: /s/ Scott D. Kaufman
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Name: Scott D. Kaufman
Title: Managing Director
MIDSUMMER CAPITAL, LLC
By: /s/ Scott D. Kaufman
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Name: Scott D. Kaufman
Title: Managing Director