UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
Southern Connecticut Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
84264A102
(CUSIP Number)
Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 20, 2007
(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 (.
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 persons 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 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).
SCHEDULE 13D
CUSIP No. 84264A102 |
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|
1 |
NAME OF REPORTING PERSON
DellaCamera Capital Master Fund, Ltd. | |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
3 |
SEC USE ONLY | |
4 |
SOURCE OF FUNDS
WC | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
259,400 | |
9 |
SOLE DISPOSITIVE POWER
0 | |
10 |
SHARED DISPOSITIVE POWER
259,400 | |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,400 | |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% | |
14 |
TYPE OF REPORTING PERSON
CO |
1 |
NAME OF REPORTING PERSON
DellaCamera Capital Fund, Ltd. | |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
3 |
SEC USE ONLY | |
4 |
SOURCE OF FUNDS
AF | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
259,400 | |
9 |
SOLE DISPOSITIVE POWER
0 | |
10 |
SHARED DISPOSITIVE POWER
259,400 | |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,400 | |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% | |
14 |
TYPE OF REPORTING PERSON CO |
1 |
NAME OF REPORTING PERSON
DellaCamera Capital Management, LLC
| |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
3 |
SEC USE ONLY | |
4 |
SOURCE OF FUNDS
AF | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
259,400 | |
9 |
SOLE DISPOSITIVE POWER
0 | |
10 |
SHARED DISPOSITIVE POWER
259,400 | |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,400 | |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% | |
14 |
TYPE OF REPORTING PERSON
00 |
1 |
NAME OF REPORTING PERSON
Ralph DellaCamera, Jr.
| |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
3 |
SEC USE ONLY | |
4 |
SOURCE OF FUNDS
AF | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
259,400 | |
9 |
SOLE DISPOSITIVE POWER
0 | |
10 |
SHARED DISPOSITIVE POWER
259,400 | |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,400 | |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% | |
14 |
TYPE OF REPORTING PERSON
IN, HC |
1 |
NAME OF REPORTING PERSON
Andrew Kurtz
| |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
3 |
SEC USE ONLY | |
4 |
SOURCE OF FUNDS AF | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
259,400 | |
9 |
SOLE DISPOSITIVE POWER
0 | |
10 |
SHARED DISPOSITIVE POWER
259,400 | |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,400 | |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% | |
14 |
TYPE OF REPORTING PERSON
IN, HC |
1 |
NAME OF REPORTING PERSON
Vincent Spinnato
| |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
3 |
SEC USE ONLY | |
4 |
SOURCE OF FUNDS AF | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
259,400 | |
9 |
SOLE DISPOSITIVE POWER
0 | |
10 |
SHARED DISPOSITIVE POWER
259,400 | |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,400 | |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% | |
14 |
TYPE OF REPORTING PERSON
IN, HC |
This statement is filed with respect to the shares of the common stock, par value $0.01 per share (the Common Stock), of Southern Connecticut Bancorp, Inc., a Connecticut bank holding company (Issuer), beneficially owned by the Reporting Persons (as defined below) as of June 26, 2007 and amends and supplements the Schedule 13D filed on June 18, 2007 (collectively, the Schedule 13D). Except as set forth herein, the Schedule 13D is unmodified.
The names of the persons filing this statement on Schedule 13D are: DellaCamera Capital Master Fund, Ltd., a Cayman Islands exempted company (the Master Fund), DellaCamera Capital Fund, Ltd., a Cayman Islands exempted company (the Offshore Fund), DellaCamera Capital Management, LLC, a Delaware limited liability company (DCM and, collectively with the Master Fund and the Offshore Fund, the Fund), Ralph DellaCamera, Jr., a citizen of the United States (Mr. DellaCamera), Andrew Kurtz, a citizen of the United States (Mr. Kurtz) and Vincent Spinnato, a citizen of the United States (Mr. Spinnato) (together, the Reporting Persons). DCM is the Investment Manager of the Master Fund. Messrs. DellaCamera, Kurtz and Spinnato are the controlling persons of DCM.
The shares of common stock beneficially owned by the Reporting Persons are owned directly by the Master Fund. The Offshore Fund is the controlling shareholder of the Master Fund.
Item 3. Source and Amount of Funds or Other Consideration
The Master Fund acquired the 259,400 shares of the Common Stock at an aggregate cost of $1,893,397. The funds used to purchase the shares of Common Stock were obtained from the general working capital of the Master Fund and margin account borrowings made in the ordinary course of business, although the Master Fund cannot determine whether any funds allocated to purchase the Issuers Common Stock were obtained from any margin account borrowings.
Item 5. Interest in Securities of the Issuer
(a). The Reporting Persons as a group beneficially own 259,400 shares of Common Stock, representing 8.8% of the outstanding shares of Common Stock.
(b). None of the Reporting Persons has sole power to vote or to direct the vote or sole power to dispose or to direct the disposition of the Shares.
Each of the Reporting Persons has shared power to vote and to direct the vote and shared power to dispose and to direct the disposition of the 259,400 shares of Common Stock held by the Master Fund.
(c). A list of the transactions in the Issuers Common Stock that were effected by the Reporting Persons during the past sixty days is attached as Appendix I. No other transactions with respect to the Common Stock that are required to be reported on Schedule 13D were effected by any of the Reporting Persons during the past sixty (60) days other than those that were previously reported on this Schedule 13D.
(d). N/A
(e). N/A
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
Appendix I: List of the transactions in the Issuers Common Stock that were effected by the Reporting Persons during the past sixty days.
Appendix II: Joint Filing Agreement (previously filed).
Appendix III: Instruction C Person Information (previously filed).
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.
Dated: |
June 27, 2007 |
DELLACAMERA CAPITAL MASTER FUND, LTD. | ||
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By: |
/s/ Andrew Kurtz | |
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Andrew Kurtz | |
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Director | |
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DELLACAMERA CAPITAL FUND, LTD. | ||
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By: |
/s/ Andrew Kurtz | |
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Andrew Kurtz | |
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Director | |
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DELLACAMERA CAPITAL MANAGEMENT, LLC | ||
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By: |
/s/ Ralph DellaCamera, Jr. | |
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Ralph DellaCamera, Jr. | |
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Managing Member | |
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/s/ Ralph DellaCamera, Jr. | ||
Ralph DellaCamera, Jr. | ||
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/s/ Andrew Kurtz | ||
Andrew Kurtz | ||
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/s/ Vincent Spinnato | ||
Vincent Spinnato | ||
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APPENDIX I
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
Transactions Effected by DellaCamera Capital Master Fund, Ltd.
Date of transaction |
Amount of securities Bought/ (Sold) |
Price per share or unit (excluding commissions) |
Where and how the transaction was effected |
6/18/2007 |
700 |
$7.35 |
Open Market |
6/19/2007 |
5,000 |
$7.34 |
Open Market |
6/20/2007 |
101,000 |
$7.50 |
Open Market |