SC 13G 1 d636267_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )(1) Omtool, Ltd. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 -------------------------------------------------------------------------------- (Title of Class of Securities) 681974309 -------------------------------------------------------------------------------- (CUSIP Number) January 12, 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) ---------- (1) 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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 681974309 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Manchester Management Company, 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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 216,382 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 216,382 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 216,382 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5% 12. TYPE OF REPORTING PERSON* OO ________________________________________________________________________________ CUSIP No. 681974309 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Donald E. Besser 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 216,382 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 216,382 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 216,382 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5% 12. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ CUSIP No. 681974309 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James E. Besser 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 216,382 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 216,382 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 216,382 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5% 12. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ CUSIP No. 681974309 Item 1(a). Name of Issuer: Omtool, Ltd. ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 8A Industrial Way Salem, New Hampshire 03079 ____________________________________________________________________ Item 2(a). Name of Persons Filing: Manchester Management Company, LLC Donald E. Besser James E. Besser ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: 545 Boylston Street Suite 202 Boston, Massachusetts 02116 ____________________________________________________________________ Item 2(c). Citizenship: Manchester Management Company, LLC: Delaware Limited Liability Company Donald E. Besser: United States of America James E. Besser: United States of America ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 ____________________________________________________________________ Item 2(e). CUSIP Number: 681974309 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (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. (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. (a) Amount beneficially owned: 216,382 shares owned by Manchester Management Company, LLC 216,382 shares owned by Donald E. Besser 216,382 shares owned by James E. Besser ______________________________________________________________________ (b) Percent of class: 5.5% owned by Manchester Management Company, LLC 5.5% owned by Donald E. Besser 5.5% owned by James E. Besser ______________________________________________________________________ (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Manchester Management Company, LLC: 0 shares Donald E. Besser: 0 shares James E. Besser: 0 shares (ii) Shared power to vote or to direct the vote Manchester Management Company, LLC: 216,382 shares Donald E. Besser: 216,382 shares James E. Besser: 216,382 shares (iii) Sole power to dispose or to direct the disposition of Manchester Management Company, LLC: 0 shares Donald E. Besser: 0 shares James E. Besser: 0 shares (iv) Shared power to dispose or to direct the disposition of Manchester Management Company, LLC: 216,382 shares Donald E. Besser: 216,382 shares James E. Besser: 216,382 shares 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 person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. N/A _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ______________________________________________________________________ Item 10. Certifications. By signing below I certify that, to the best of my 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 such purpose or effect. 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. MANCHESTER MANAGEMENT COMPANY, LLC By: /s/ Donald E. Besser ---------------------------------------- Donald E. Besser, Principal January 23, 2006 /s/ Donald E. Besser ---------------------------------------- Donald E. Besser January 23, 2006 /s/ James E. Besser ---------------------------------------- James E. Besser January 23, 2006 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 for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). 02849.0001 #636267