UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
THE SINGING MACHINE COMPANY, INC.
_________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $.01 per share
_________________________________________________________________
(Title of Class of Securities
829322304
____________________________
(CUSIP Number)
Stephen A. Springer
345 E. 57th St., Suite 8A
New York, New York 10022
(Phone: (212) 486-9734)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 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.
*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).
SCHEDULE 13D
Amendment No. 1
CUSIP NO. 829322304
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Stephen A. Springer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 580,900
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
26,000
9. SOLE DISPOSITIVE POWER
580,900
10. SHARED DISPOSITIVE POWER
26,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.595%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 829322304
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Ashley A. Springer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 13,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
13,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.147%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 829322304
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Dillon K. Springer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 3,100
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
3,100
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.033%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
Amendment No. 1
INTRODUCTION
The ownership of shares ("Shares") of common stock of the
Issuer was previously reported by the Reporting Persons in a
Schedule 13D filed with the Securities and Exchange Commission
(the "Original Schedule 13D"). Since the filing of the Original
Schedule 13D, three of the Reporting Persons have purchased
additional Shares. The cover pages for the three Reporting
Persons who purchased additional Shares are hereby amended as
shown in this Amendment No. 1. Items 3 and 5 are hereby amended
as shown in this Amendment No. 1. All other cover pages and
Items remain unchanged from the Original Schedule 13D.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY THE
PERSONS LISTED BELOW (THE "REPORTING PERSONS") SHALL
NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT THE
REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE
ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE
A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF
THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER
THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY
IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL
INTEREST.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Item 3 is hereby amended to read as follows:
The source of funds used by the Reporting Persons are personal
funds of each such person with respect to the purchases of such
person, except the source of funds used for the purchases by
Target Capital Management were personal funds of its client. The
Reporting Persons did not borrow any funds to acquire their
respective shares. The APPROXIMATE amount of funds paid for the
Shares by the Reporting Persons totals $548,000.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read as follows:
(a) The Reporting Persons hereby report beneficial ownership, in the
manner hereinafter described, of 664,900 Shares:
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
Stephen A. Springer 606,900(2) 6.595%
Melanie A. Cissone 14,000(3) 0.152%
Ralph J. Cissone 7,000(4) 0.076%
Ashley A. Springer 13,500(5) 0.147%
Dillon K. Springer 3,100(6) 0.033%
Wendy Cissone Kazickas 4,400(7) 0.048%
Target Capital Management 16,000(8) 0.174%
---------- -------
TOTAL 664,900 7.225%
(1) The foregoing percentages assume that the number of Shares
of the Issuer outstanding is 9,202,318 Shares (as
reported in the Issuer's Form 10-Q as of September 30,
2004).
(2) 575,500 of such shares are held in individual retirement
accounts for Stephen A. Springer. 9,000 of such shares
are held as co-trustee with A.K. Springer for Ashley A.
Springer. 10,000 of such shares are held as co-trustee
with A.K. Springer for Dillon K. Springer. 7,000 of such
shares are held as co-trustee with A.K. Springer for
Helena H. Springer. 4,300 of such shares are held as
custodian for Dillon K. Springer. 1,100 of such shares
are held as custodian for Helena H. Springer.
Note: Ashley A. Springer, Dillon K. Springer, and Helena
H. Springer are children of Stephen A. Springer. Melanie
A. Cissone is the spouse of Stephen A. Springer.
(3) 10,000 of such shares are held individually by Melanie A.
Cissone. 2,000 of such shares are held as custodian for
Corey Needham. 2,000 of such shares are held as
custodian for Alex Needham.
Note: Corey Needham and Alex Needham are children of
Melanie A. Cissone. Ralph J. Cissone is the father of
Melanie A. Cissone. Wendy Cissone Kazickas is a sister
of Melanie A. Cissone.
(4) Such shares are held in an individual retirement account
for Ralph J. Cissone.
(5) 6,000 of such shares are held individually by Ashley A.
Springer and 7,500 of such shares are held in a Roth IRA
for Ashley A. Springer.
(6) Such shares are held in a Roth IRA for Dillon K. Springer.
(7) 2,200 of such shares are held as custodian for Cole
Kazickas. 2,200 of such shares are held as custodian for
Gage Kazickas.
Note: Cole Kazickas and Gage Kazickas are children of
Wendy Cissone Kazickas.
(8) Shares are held by Target Capital Management for a client
of Target Capital Management. Such shares are included
in this Schedule D since Target Capital Management shares
voting and investment power (as defined in Rule 13d-3)
with respect to such shares.
(b) Stephen A. Springer has sole voting and dispositive power
with respect to 580,900 shares, determined as follows: 575,500
shares in IRA accounts; 4,300 shares held as custodian for Dillon
K. Springer; and 1,100 shares held as custodian for Helena H.
Springer.
Stephen A. Springer has shared voting and dispositive
power with respect to 26,000 shares, determined as follows:
9,000 shares held as co-trustee with A.K. Springer for Ashley A.
Springer; 10,000 shares held as co-trustee with A.K. Springer for
Dillon K. Springer; 7,000 shares held as co-trustee with A.K.
Springer for Helena H. Springer.
Melanie A. Cissone has sole voting and dispositive power
over her shares enumerated in paragraph (a).
Ralph J. Cissone has sole voting and dispositive power
over his shares enumerated in paragraph (a).
Ashley A. Springer has sole voting and dispositive power
over his shares enumerated in paragraph (a).
Dillon K. Springer has sole voting and dispositive power
over his shares enumerated in paragraph (a).
Wendy Cissone Kazickas has sole voting and dispositive
power over her shares enumerated in paragraph (a).
Target Capital Management has shared voting and
dispositive power over its shares enumerated in paragraph (a).
(c) The following purchases of the Shares were effected
during the past sixty days:
Price/Share (in
Dollars
Purchase In The Number of Commissions not
Name Of Date Shares included)
Stephen A. 1/27/05 50,800 0.77
Springer (IRA) 1/28/05 44,800 0.82
Ashley A. 1/28/05 3,000 0.81
Springer (IRA)
Dillon K. 1/31/05 1,000 0.95
Springer (IRA)
The transactions were effectuated through open-market purchases.
(d) Not applicable
(e) Not applicable
SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
DATED this 2nd day of February, 2005.
S/Stephen A. Springer
Stephen A. Springer
S/Ashley A. Springer
Ashley A. Springer
S/Dillon K. Springer
Dillon K. Springer