SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
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Nicholas J. Zocchi 400 South Point Drive, Unit 2405 Miami Beach, Florida 33139 (Tel.) (305) 532 5176 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with copies to:
Steven W. Schuster, Esq.
McLaughlin & Stern LLP
260 Madison Avenue
New York, NY 10016
(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 £ .
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 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 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. 37517Y103 | | 13D | | Page 2 of 6 |
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| 1 | | NAMES OF REPORTING PERSONS: |
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| | Nicholas J. Zocchi |
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| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
| | (a) S |
| | (b) o |
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| 3 | | SEC USE ONLY: |
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| | |
| | | |
| 4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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| | PF-AF |
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| 5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
| | |
| | o |
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| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION: |
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| | United States |
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| | 7 | | SOLE VOTING POWER: |
| | | |
| NUMBER OF | | 1,100,000* |
| | | | |
| SHARES | 8 | | SHARED VOTING POWER: |
| BENEFICIALLY | | |
| OWNED BY | | 0 |
| | | | |
| EACH | 9 | | SOLE DISPOSITIVE POWER: |
| REPORTING | | |
| PERSON | | 1,100,000* |
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| WITH | 10 | | SHARED DISPOSITIVE POWER: |
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| | | 0 |
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| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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| | 1,100,000 |
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| 12 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
| | |
| | o |
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| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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| | 5.1%** |
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| 14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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| | IN |
* Includes (i) 700,000 shares held byKenilworth Ventures, Inc. Profit Sharing Plan; and (ii) 400,000 shares held directly by Mr. Zocchi in his IRA account. Mr. Zocchi is the sole shareholder of Kenilworth Ventures, Inc
** The calculation of percentage ownership is based on 21,572,995 shares of Common Stock outstanding as of March 16, 2012, as reported in the Issuer’s Report on Form 10-K for the period ended December 31, 2011 filed with the Securities and Exchange Commission on March 27, 2012.
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| CUSIP No. 37517Y103 | | 13D | | Page 3 of 6 |
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| 1 | | NAMES OF REPORTING PERSONS: |
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| | Kenilworth Ventures, Inc. Profit Sharing Plan |
| | |
| | | |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
| | (a) S |
| | (b) o |
| | | |
| 3 | | SEC USE ONLY: |
| | |
| | |
| | | |
| 4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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| | WC |
| | | |
| 5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
| | |
| | o |
| | | |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION: |
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| | Florida |
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| | 7 | | SOLE VOTING POWER: |
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| NUMBER OF | | 700,000*** |
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| SHARES | 8 | | SHARED VOTING POWER: |
| BENEFICIALLY | | |
| OWNED BY | | 0 |
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| EACH | 9 | | SOLE DISPOSITIVE POWER: |
| REPORTING | | |
| PERSON | | 700,000*** |
| | | | |
| WITH | 10 | | SHARED DISPOSITIVE POWER: |
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| | | 0 |
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| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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| | 700,000 |
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| 12 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
| | |
| | o |
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| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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| | 3.2% |
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| 14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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| | EP |
*** Nicholas J. Zocchi owns 100 per cent of the issued and outstanding stock of Kenilworth Ventures, Inc. and is the President of Kenilworth Ventures, Inc. and has the sole voting power and sole dispositive power with respect to the shares of Common Stock owned by the Reporting Person.
ORIGINAL REPORT ON SCHEDULE 13D
| Item 1. | Security and Issuer |
This Statement on Schedule 13D (“Schedule 13D”) relates to the common stock (the “Common Stock”) of GigOptix, Inc., a Delaware corporation (the “Issuer ”), whose principal executive offices are located at 130 Baytech Drive, San Jose, California 95134. The total number of shares of Common Stock reported as beneficially owned in this Schedule 13D is 1,100,000, which constitutes approximately 5.1% of the total number of shares of Common Stock outstanding.
| Item 2. | Identity and Background |
This statement is filed by on behalf of (1) Nicholas J. Zocchi (“Mr. Zocchi”); and (2) Kenilworth Ventures, Inc. Profit Sharing Plan (“Kenilworth”), an employee benefit plan for Kenilworth Ventures, Inc., a Florida corporation. Each of the parties named in this Item 2 is referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
Mr. Zocchi’s principal business address is 400 South Point Drive, Unit 2405, Miami Beach, Florida 33139. Mr. Zocchi’s principal occupation is a registered representative, registered with Brill Securities, Inc. . Mr. Zocchi is a United States citizen. The shares owned personally by Mr. Zocchi are held in an IRA account.
Mr. Zocchi is the President and 100% shareholder of Kenilworth Ventures, Inc. The profit sharing plan of Kenilworth makes investments in and buys, sells, holds, pledges and assigns securities. The principal business address of Kenilworth is 400 South Point Drive, Unit 2401, Miami Beach, Florida 33139.
None of the Reporting Persons has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). None of the Reporting Persons has, during the past 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 to such laws.
Mr. Zocchi disclaims ownership of 7,000 shares of Common Stock of the Issuer owned by his wife.
| Item 3. | Source and Amount of Funds or Other Consideration |
The Common Stock beneficially owned by Mr. Zocchi that is held in Kenilworth was acquired with profits of Kenilworth Ventures, Inc. contributed to Kenilworth for the general purpose of investing. The Common Stock beneficially owned by Mr. Zocchi that is held in his IRA account was acquired with personal funds.
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the Common Stock that they beneficially own in the ordinary course of their business for investment purposes . The Reporting Persons may, from time to time, depending on market conditions and other considerations, acquire additional securities or dispose of some or all of the securities of the Issuer held by them, as permitted by the relevant securities laws.
Except as set forth above, as of the date of this filing none of the Reporting Persons has any plans or proposals which relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4.
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Schedule 13D. |
| (b) | Mr. Zocchi has the sole power to vote and sole power to dispose of the shares of Common Stock to which this Statement relates, including the shares of Common Stock owned by Kenilworth. . |
| (c) | The Reporting Persons purchased Common Stock in open market transactions in the last 60 days as follows: |
| | | | | | | | | |
| | | Nicholas Zocchi | | | | |
Date of Transaction | | Number of Shares Purchased | | | Price Per Share | |
| March 1, 2012 | | | 160,764 | | | $ | 2.429 | |
| March 2, 2012 | | | 159,236 | | | $ | 2.462 | |
| March 5, 2012 | | | 2,500 | | | $ | 2.45 | |
| March 6, 2012 | | | 27,500 | | | $ | 2.385 | |
| March 22, 2012 | | | 25,000 | | | $ | 2.560 | |
| March 26,2012 | | | 25,000 | | | $ | 2.858 | |
| | | Kenilworth Ventures, Inc. Profit Sharing Plan | | | | |
Date of Transaction | | Number of Shares Purchased | | | Price Per Share | |
| February 29, 2012 | | | 225,000 | | | $ | 2.181 | |
| March 1, 2012 | | | 5,000 | | | $ | 2.3 | |
| March 5, 2012 | | | 70,000 | | | $ | 2.456 | |
| March 6, 2012 | | | 50,000 | | | $ | 2.488 | |
| March 13, 2012 | | | 50,000 | | | $ | 2.426 | |
| March 14,2012 | | | 120,000 | | | $ | 2.359 | |
| March 15, 2012 | | | 38,000 | | | $ | 2,381 | |
| Marc h16, 2012 | | | 17,000 | | | $ | 2,391 | |
| March 19, 2012 | | | 80,000 | | | $ | 2.478 | |
| March 20, 2012 | | | 45,000 | | | $ | 2.430 | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
N/A.
| Item 7. | Material to be Filed as Exhibits. |
N/A.
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.
Dated: May 1, 2012
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| By: | | /s/ Nicholas J. Zocchi |
| | | Nicholas J. Zocchi |
Kenilworth Ventures, Inc. Profit Sharing Plan
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| By: | | /s/ Nicholas J. Zocchi |
| | | Nicholas J. Zocchi, President |
