SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
AMENDMENT NO.1
Electronic Systems Technology, Inc.
(NAME OF ISSUER)
Common Stock, par value $.001 per share
(TITLE OF CLASS OF SECURITIES)
285848107
(CUSIP NUMBER)
Paul D. Sonkin
Hummingbird Management, LLC
(f/k/a Morningside Value Investors, LLC)
153 East 53rd Street, 55th Floor
New York, New York 10022
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
January 26, 2005
(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(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
------------------- ----------------
CUSIP No. 285848107 13D/A Page 2 of 4 Pages
------------------- -----------------
----------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hummingbird Management, LLC
(f/k/a Morningside Value Investors, LLC)
IRS No. 13-4082842
----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [ ]
(b) [ ]
----------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------
4. SOURCES OF FUNDS
OO
----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 421,260
SHARES
--------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
--------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 421,260
REPORTING
------------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
421,260
----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES * [ ]
----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.2%
----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
----------------------------------------------------------------
(Page 2 of 4 Pages)
-------------------
CUSIP No. 285848107 13D/A Page 3 of 4 Pages
-------------------
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1, dated April 6, 2005, to Schedule 13D is
filed by the Reporting Persons and amends Schedule 13D as previously filed
by the Reporting Persons with the Securities and Exchange Commission on
April 2, 2004 (the "Schedule 13D"), relating to the common stock, $.001
par value (the "Common Stock") of ELECTRONIC SYSTEMS TECHNOLOGY, INC. a
Washington Corporation.
Items 3 and 5 of the Schedule 13D are hereby amended and
restated, as follows:
-------------------
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of April 6, 2005, Hummingbird has caused each of HVF and
Microcap Fund to invest approximately $153,760 and $110,683 respectively,
in the Shares of the Issuer using their respective working capital.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As the holder of sole voting and investment authority over
the Shares owned by HVF and the Microcap Fund, Hummingbird may be deemed, for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
to be the beneficial owner of the aggregate amount of 421,260 Shares
representing approximately 8.2% of the outstanding shares of the Issuer
(based upon 5,148,667 shares outstanding as of Febtruary 22, 2005, as reported
on the latest Definitive Schedule 10-KSB of the Issuer). Hummingbird disclaims
any economic interest or beneficial ownership of the Shares covered by this
Statement.
Mr. Sonkin is the managing member and control person of Hummingbird,
and for purposes of Rule 13d-3 may be deemed the beneficial owner of such
Shares deemed to be beneficially owned by Hummingbird. Thus, Mr. Sonkin may be
deemed, for purposes of Rule 13d-3, to be the beneficial owner of 421,260
shares representing approximately 8.2% of the outstanding shares of the Issuer
(based upon 5,148,667 shares outstanding as of Febtruary 22, 2005, as reported
on the latest Definitive Schedule 10-KSB of the Issuer). Mr. Sonkin disclaims
any economic interest or beneficial ownership of the Shares covered by this
Statement.
(Page 3 of 4 Pages)
-------------------
CUSIP No. 285848107 13D/A Page 4 of 4 Pages
-------------------
(c) Hummingbird caused the HVF to effect transactions in the Shares
during the past 60 days as set forth below:
AMOUNT OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
2/8/2005 open market purchase 3,000 0.730
4/5/2005 open market purchase 7,500 0.692
Hummingbird caused the Microcap Fund to effect transactions
in the Shares during the past 60 days as set forth below:
AMOUNT OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
4/5/2005 open market purchase 7,500 0.692
(d) Inapplicable.
(e) Inapplicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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: April 6, 2005
HUMMINGBIRD MANAGEMENT, LLC
By: /s/ Paul D. Sonkin
-----------------------------
Name: Paul D. Sonkin
Title: Managing Member