SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------------------------------ SCHEDULE 13G (AMENDMENT NO. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) ------------------------------------------------------------------ FORCE PROTECTION, INC. ---------------------- (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE ------------------------------ (Title of Class of Securities) 345203202 --------- (CUSIP Number) December 31, 2006 ----------------- (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 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Midsummer Investment, Ltd. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Bermuda -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 5,282,014 ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY None. OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 5,282,014 WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER None. -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,282,014 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: OO -------------------------------------------------------------------------------- (1) The ownership percentage of the Reporting Person is based on 66,995,984 issued and outstanding shares of Common Stock as of December 26, 2006. Page 3 of 7 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Midsummer Capital, LLC -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: New York -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 5,282,014 ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY None. OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 5,282,014 WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER None. -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,282,014 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: PN -------------------------------------------------------------------------------- (1) The ownership percentage of the Reporting Person is based on 66,995,984 issued and outstanding shares of Common Stock as of December 26, 2006. 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 Midsummer Investment beneficially owns 5,282,014 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: 5,282,014 shares of Common Stock of the Issuer. (b) Percent of Class: Midsummer Investment beneficially owns 7.9% of the Issuer's issued and outstanding Common Stock (based on 66,995,984 issued and outstanding shares of Common Stock as of December 26, 2006). (c) Number of shares as to which Midsummer Investment has: (i) Sole power to direct the vote: 5,282,014 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: 5,282,014 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: January 26, 2007 MIDSUMMER INVESTMENT, LTD. By: MIDSUMMER CAPITAL, LLC, its investment manager By: /s/ Scott D. Kaufman ------------------------------ Name: Scott D. Kaufman Title: Managing Director MIDSUMMER CAPITAL, LLC By: /s/ Scott D. Kaufman ------------------------------ Name: Scott D. Kaufman Title: Managing Director