UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
QUALSTAR CORPORATION
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(Name of Issuer)
COMMON STOCK WITHOUT PAR VALUE
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(Title of Class of Securities)
74758R109
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(CUSIP Number)
December 31, 2009
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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
13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 ("Act") 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. 74758R109
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Harvey Partners, LLC
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: Delaware, United States
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Number of Shares Beneficially Owned by
Each Reporting Person With (5) Sole Voting Power: 0**
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(6) Shared Voting Power: 0
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(7) Sole Dispositive Power: 0**
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(8) Shared Dispositive Power: 0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 0**
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):
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(11) Percent of Class Represented by Amount in Row (9): 0.0%**
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(12) Type of Reporting Person (See Instructions): IA
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** As of December 31, 2009, Harvey SMidCap Fund, LP, a Delaware limited
partnership ("SMidCap Fund"), no longer held any shares of common stock without
par value (the "Common Shares") of Qualstar Corporation, a California
corporation (the "Company"). As of December 31, 2009, Harvey SMidCap Offshore
Fund, Ltd., a Cayman Islands exempted company ("SMidCap Offshore Fund"), no
longer held any Common Shares. Harvey Partners, LLC, a Delaware limited
liability company ("Harvey Partners"), is the investment manager of SMidCap Fund
and SMidCap Offshore Fund, and, as such, possesses sole power to vote and direct
the disposition of all securities of the Company held by SMidCap Fund and
SMidCap Offshore Fund. James A. Schwartz and Jeffrey C. Moskowitz, the Managing
Members of Harvey Partners, share voting and investment power with respect to
all securities beneficially owned by Harvey Partners.
As of December 31, 2009, for purposes of Reg. Section 240.13d-3, Harvey Partners
held no securities of the Company.
Item 1(a) Name Of Issuer: Qualstar Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
3990-B Heritage Oak Court, Simi Valley, CA 93063
Item 2(a) Name of Person Filing: Harvey Partners, LLC
Item 2(b) Address of Principal Business Office or, if None, Residence:
900 Third Avenue, Suite 201-2, New York, NY 10022
Item 2(c) Citizenship: Harvey Partners, LLC is a Delaware limited liability
company.
Item 2(d) Title of Class of Securities: Common Stock without par value
Item 2(e) CUSIP No.: 74758R109
Item 3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned:
0**
(b) Percent of Class:
0.0%**
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote 0**
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 0**
(iv) shared power to dispose or to direct the
disposition of 0
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 owner of more
than five percent of the class of securities, check the following: [X]
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 or Control
Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
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** As of December 31, 2009, Harvey SMidCap Fund, LP, a Delaware limited
partnership ("SMidCap Fund"), no longer held any shares of common stock without
par value (the "Common Shares") of Qualstar Corporation, a California
corporation (the "Company"). As of December 31, 2009, Harvey SMidCap Offshore
Fund, Ltd., a Cayman Islands exempted company ("SMidCap Offshore Fund"), no
longer held any Common Shares. Harvey Partners, LLC, a Delaware limited
liability company ("Harvey Partners"), is the investment manager of SMidCap Fund
and SMidCap Offshore Fund, and, as such, possesses sole power to vote and direct
the disposition of all securities of the Company held by SMidCap Fund and
SMidCap Offshore Fund. James A. Schwartz and Jeffrey C. Moskowitz, the Managing
Members of Harvey Partners, share voting and investment power with respect to
all securities beneficially owned by Harvey Partners.
As of December 31, 2009, for purposes of Reg. Section 240.13d-3, Harvey Partners
held no securities of the Company.
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 having that purpose or
effect.
SIGNATURE
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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.
February 16, 2010
HARVEY PARTNERS, LLC
By:/s/ Jeffrey C. Moskowitz
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Name: Jeffrey C. Moskowitz
Title: Managing Member
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)