UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 2)*
Veramark Technologies, Inc.
(Name of issuer)
Common Stock, no par value per share
(Title of Class of Securities)
923351100
(Cusip Number)
December 31, 2003
(Date of the Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
X Rule 13d-1(b)
X Rule 13d-1(c)
Rule 13d-1(d)
CUSIP No. 923351100
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SUMMIT CAPITAL MANAGEMENT, LLC (#91-1723315)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _______________________________________________________________
(b) _______________________________________________________________
3. SEC Use Only _______________________________________________________
4. Citizenship or Place of Organization - WASHINGTON STATE
Number of 5. Sole Voting Power 0.
Shares Bene-
ficially by 6. Shared Voting Power 1,077,100.
Owned by Each
Reporting 7. Sole Dispositive Power 0.
Person With:
8. Shared Dispositive Power 1,077,100.
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,077,100
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) _________________________________________________
11. Percent of Class Represented by Amount in Row (11) 12.6%
12. Type of Reporting Person (See Instructions)
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1.
(a) Name of Issuer
Veramark Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices
3750 Monroe Ave., Pittsford, N.Y. 14534
Item 2.
(a) Name of Person Filing
(a) SUMMIT CAPITAL MANAGEMENT, LLC; (b) SUMMIT CAPITAL PARTNERS, LP and
(c) JOHN C. RUDOLF, INDIVIDUAL.
(b) Address of Principal Business Office or, if none, Residence
601 UNION STREET, SUITE 3900
SEATTLE, WA 98101
(c) Citizenship
WASHINGTON STATE
(d) Title of Class of Securities
COMMON STOCK
(e) CUSIP Number
923351100
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) X An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E).
(f) An employee benefit plan or endowment fund in accordance with 240.13d-
1(b)(1)(ii)(F).
(g) A parent holding company or control person in accordance with 240.13d-
1(b)(1)(ii)(G).
(h) A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
(i) A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3).
(j) Group, in accordance with 240.13d-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: 1,077,100.
(b) Percentage of class: 12.6%.
(c) Number of shares as to which person has:
(i) Sole power to vote or direct the vote: 230,000(c).
(ii) Shared power to vote or direct the vote: 847,100 (a,c).
(iii) Sole power to dispose or to direct the disposition of: 230,000(c).
(iv) Shared power to dispose or to direct the disposition of: 847,100(a,c).
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see 240.13d-3(d)(1).
Item 5. Ownership of Five Percent of 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. ___.
Instruction. Dissolution of a group requires a response to this item.
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 employees benefit plan, pension fund or endowment fund is not required.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(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 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 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 240.13d-1(c) or 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 transaction
sin 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. Certification
(a) The following certification shall be included if the statement is filed
pursuant to 240.13d-1(b):
By signing below I certify that to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the affect 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.
(b) The following certification shall be included if the statement is filed
pursuant to 240.13d-1(c):
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.
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 12, 2004
Date
John C. Rudolf
Signature
John C. Rudolf, Individually and as President of
Summit Capital Mangagement, LLC on its own behalf and as
General Partner for Summit Capital Partners, LP.
Name/Title
CUSIP No. 923351100
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SUMMIT CAPITAL PARTNERS, LP (#13-3198243)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _______________________________________________________________
(b) _______________________________________________________________
3. SEC Use Only _______________________________________________________
4. Citizenship or Place of Organization - WASHINGTON STATE
Number of 5. Sole Voting Power 0.
Shares Bene-
ficially by 6. Shared Voting Power 0.
Owned by Each
Reporting 7. Sole Dispositive Power 0.
Person With:
8. Shared Dispositive Power 0.
9. Aggregate Amount Beneficially Owned by Each Reporting Person
847,100
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) _________________________________________________
11. Percent of Class Represented by Amount in Row (11) 9.9%
12. Type of Reporting Person (See Instructions)
PN
CUSIP No. 923351100
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
JOHN C. RUDOLF
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _______________________________________________________________
(b) _______________________________________________________________
3. SEC Use Only _______________________________________________________
4. Citizenship or Place of Organization - WASHINGTON STATE
Number of 5. Sole Voting Power 230,000.
Shares Bene-
ficially by 6. Shared Voting Power 847,100.
Owned by Each
Reporting 7. Sole Dispositive Power 230,000.
Person With:
8. Shared Dispositive Power 847,100.
9. Aggregate Amount Beneficially Owned by Each Reporting Person
847,100
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) _________________________________________________
11. Percent of Class Represented by Amount in Row (11) 12.6%.
12. Type of Reporting Person (See Instructions)
IN
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)1
This agreement is made pursuant to Rule 13d-1(k)1 under the Securities
and Exchange Act of 1934 (the "Act") by and amoung the parties listed
below, each referred to herein as a "Joint Filer". The Joint Filers
agree that a statement of beneficial ownership as required by
Section 13(d) of the Act and the Rules thereunder may be filed on each
of their behalf on Schedule 13D or Schedule 13G, as appropriate, and
that said joint filing may thereafter be amended by further joint
filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
Dated: February 12, 2004
John C. Rudolf, President
Summit Capital Management, LLC
John C. Rudolf, Individual
John C. Rudolf, Managing Member
Summit Capital Management, LLC, the General Partner of
Summit Capital Partners, LP