UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Invision Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
461851107
(CUSIP Number)
Hugh L. McColl, III
Mangan & McColl Partners, LLC
100 N. Tryon Street, Suite 5130
Charlotte, NC 28202
(704) 376-8100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 11, 2004
(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 ss.ss.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 ss.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 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
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 ("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.: 461851107
1. Names of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
Mangan & McColl Partners, LLC
................................................................................
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [ ]
................................................................................
3. SEC Use Only
................................................................................
4. Source of Funds (See Instructions):
OO
................................................................................
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e):
[ ]
................................................................................
6. Citizenship or Place of Organization:
Delaware
................................................................................
Number of 7. Sole Voting Power: 884,000
....................................
Shares Beneficially 8. Shared Voting Power: None
....................................
Owned by Each
Reporting 9. Sole Dispositive Power: 884,000
....................................
Person With 10. Shared Dispositive Power: None
....................................
................................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
884,000
................................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
[ ]
................................................................................
13. Percent of Class Represented by Amount in Row (11):
5.1%
................................................................................
14. Type of Reporting Person (See Instructions):
IA, OO
................................................................................
CUSIP No.: 461851107
1. Names of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
John F. Mangan, Jr.
................................................................................
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [ ]
................................................................................
3. SEC Use Only
................................................................................
4. Source of Funds (See Instructions):
OO
................................................................................
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e):
[ ]
................................................................................
6. Citizenship or Place of Organization:
Delaware
................................................................................
Number of 7. Sole Voting Power: 884,000
....................................
Shares Beneficially 8. Shared Voting Power: None
....................................
Owned by Each
Reporting 9. Sole Dispositive Power: 884,000
....................................
Person With 10. Shared Dispositive Power: None
....................................
................................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
884,000
................................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
[ ]
................................................................................
13. Percent of Class Represented by Amount in Row (11):
5.1%
................................................................................
14. Type of Reporting Person (See Instructions):
HC, IN
................................................................................
CUSIP No.: 461851107
1. Names of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
Hugh L. McColl, III
................................................................................
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [ ]
................................................................................
3. SEC Use Only
................................................................................
4. Source of Funds (See Instructions):
OO
................................................................................
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e):
[ ]
................................................................................
6. Citizenship or Place of Organization:
Delaware
................................................................................
Number of 7. Sole Voting Power: 884,000
....................................
Shares Beneficially 8. Shared Voting Power: None
....................................
Owned by Each
Reporting 9. Sole Dispositive Power: 884,000
....................................
Person With 10. Shared Dispositive Power: None
....................................
................................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
884,000
................................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
[ ]
................................................................................
13. Percent of Class Represented by Amount in Row (11):
5.1%
................................................................................
14. Type of Reporting Person (See Instructions):
HC, IN
................................................................................
Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is the shares
of common stock, $0.001 par value per share (the "Common Stock") of Invision
Technologies, Inc., a Delaware corporation (the "Issuer") acquired by private
investment funds managed and/or advised by Mangan & McColl Partners, LLC
("Mangan & McColl"). The principal executive offices of the Issuer are located
at 7151 Gateway Boulevard, Newark, CA 94560.
Item 2. Identity and Background
This statement on Schedule 13D is filed on behalf of Mangan & McColl Partners,
LLC, a Delaware limited liability company and John F. Mangan, Jr. and Hugh L.
McColl, III, each an American citizen. Mangan & McColl's principal business is
acting as the managing member and/or investment adviser for two or more private
investment funds. John Mangan and Hugh McColl are the managing members of Mangan
& McColl and each owns a 50% equity interest in Mangan & McColl. The address of
Mangan & McColl is 100 North Tryon Street, Suite 5130, Charlotte, NC 28202.
The names, citizenship, business addresses and principal occupations of each of
the managing members and executive officers of Mangan & McColl are set forth in
Schedule A, which is incorporated herein by reference.
During the last five years neither Mangan & McColl, John Mangan, Hugh McColl nor
any of the persons listed in Schedule A has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or has 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.
Item 3. Source and Amount of Funds or Other Consideration
The transactions reported hereunder with respect to the Common Stock purchased
or sold by the reporting person were consummated by two or more private
investment funds for which Mangan & McColl acts as the managing member and/or
investment adviser. The source of funds for the purchase transactions was the
working capital of such investment funds. As set forth on Exhibit B, (i) the
total purchase price for the Common Stock purchased within the last 60 days was
$43,882,553; and (ii) the total sales price for the Common Stock sold within the
last 60 days was $0.
Item 4. Purpose of Transaction
The Common Stock was acquired for arbitrage, investment and proprietary trading
purposes in the ordinary course of business by two or more private investment
funds managed and/or advised by Mangan & McColl. Mangan & McColl, John Mangan
and/or Hugh McColl reserves the right to sell shares of Common Stock or to
acquire additional shares in open market transactions or otherwise. Mangan &
McColl, John Mangan and/or Hugh McColl have no plans or proposals, which would
relate to or would result in any of the actions to be described in Item 4 of
Schedule 13D.
Item 5. Interest In Securities of the Issuer
(a)-(b) Mangan & McColl is the beneficial owner of 884,000 shares of Common
Stock, which constitutes approximately 5.1% of the Issuer's outstanding shares
of Common Stock, based upon 17,477,152 shares of Common Stock outstanding as of
May 1, 2004, which shares are held by the private funds for which it acts as
managing member and/or investment advisor. Mangan & McColl has sole power to
vote and sole power to dispose of the Common Stock. John Mangan and Hugh McColl
disclaim any beneficial ownership interest of the Common Stock held by any funds
for which Mangan & McColl acts as the managing member and/or investment adviser,
except for that portion of such Common Stock that relates to their economic
interest in such Common Stock as a minority equity owner in the private
investment funds holding such shares.
(c) See Exhibit B attached hereto. All of the transactions in the Common Stock
set forth on Exhibit B were consummated as open market transactions by private
investment funds for which Mangan & McColl acts as a managing member and/or
investment adviser within 60 days of the event which triggered the filing of
this Schedule 13D.
(d) The Issuer does not pay a dividend on the Common Stock. The members of (or
investors in) each of two or more private investment funds for which Mangan &
McColl acts as managing member and/or investment adviser have the right to
participate in the proceeds from the sale of the Common Stock held for the
accounts of their respective funds in accordance with their respective interests
(or investment percentages) in their respective funds.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except for the arrangements described in Item 5 above, to the best knowledge of
Mangan & McColl, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons enumerated in Item 2 and
any other person with respect to any securities of the Issuer, including but not
limited to, transfer or voting of any of the Common Stock, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to Be Filed as Exhibits
Exhibit A -- Agreement between Mangan & McColl Partners, LLC, John F.
Mangan, Jr. and Hugh L. McColl, III to file this statement jointly on behalf
of each of them.
Exhibit B -- List of transactions in Issuer's Common Stock taking place
during the 60 day period preceding this filing.
Schedule A -- Managing Members and Executive Officers of Mangan & McColl
Partners, LLC.
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.
Mangan & McColl Partners, LLC
Dated: May 19, 2004
Charlotte, NC By: /s/ Joseph J. Schonberg
----------------------------------
Name: Joseph J. Schonberg
Title: Chief Financial Officer
Dated: May 19, 2004
Charlotte, NC By: /s/ John F. Mangan, Jr.
----------------------------------
John F. Mangan, Jr.
Dated: May 19, 2004
Charlotte, NC By: /s/ Hugh L. McColl, III
----------------------------------
Hugh L. McColl, III
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13D and any future amendments thereto reporting each of
the undersigned's ownership of securities of Invision Technologies, Inc., and
hereby affirm that such Schedule 13D is being filed on behalf of each of the
undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that he
or it knows or has reason to believe that such information is inaccurate.
Mangan & McColl Partners, LLC
Dated: May 19, 2004
Charlotte, NC By: /s/ Joseph J. Schonberg
----------------------------------
Name: Joseph J. Schonberg
Title: Chief Financial Officer
Dated: May 19, 2004
Charlotte, NC By: /s/ John F. Mangan, Jr.
----------------------------------
John F. Mangan, Jr.
Dated: May 19, 2004
Charlotte, NC By: /s/ Hugh L. McColl, III
----------------------------------
Hugh L. McColl, III
EXHIBIT B
List of Transactions
Common Stock
Trade Date Transaction Quantity Price
------------------------------------------------------------------------
3/25/2004 BUY 40,000 $ 49.70
3/26/2004 BUY 40,000 49.70
3/30/2004 BUY 20,000 49.78
4/14/2004 BUY 25,000 49.62
4/15/2004 BUY 25,000 49.65
4/22/2004 BUY 50,000 49.61
4/26/2004 BUY 100,000 49.53
4/29/2004 BUY 170,000 49.63
4/30/2004 BUY 50,000 49.64
5/03/2004 BUY 100,000 49.67
5/04/2004 BUY 64,000 49.69
5/05/2004 BUY 100,000 49.66
5/10/2004 BUY 50,000 49.65
5/11/2004 BUY 50,000 49.63
-------------------------------------------------------------------------
Total Purchase Price: $43,882,553.00
SCHEDULE A
Managing Members and Executive Officers of Mangan & McColl Partners, LLC
Name & Principal Occupation Citizenship Business Address
--------------------------- ----------- -----------------------------
John F. Mangan, Jr. USA Mangan & McColl Partners, LLC
Managing Member 100 North Tryon Street
Suite 5130
Charlotte, NC 28202
Hugh L. McColl, III USA Mangan & McColl Partners, LLC
Managing Member 100 North Tryon Street
Suite 5130
Charlotte, NC 28202
Joseph J. Schonberg USA Mangan & McColl Partners, LLC
Chief Financial Officer 100 North Tryon Street
Suite 5130
Charlotte, NC 28202