UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
R F INDUSTRIES, LTD.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
749552105
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(CUSIP Number)
Istvan Benko, Esq.
TroyGould PC
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
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(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
October 15, 2008
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(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 Rule 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. 749552 10 5
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Howard F. Hill
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
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(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization United States of America
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Number of 7. Sole Voting Power 255,371
Shares ------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by Each ------------------------------------------------------------
Reporting 9. Sole Dispositive Power 255,371
Person With ------------------------------------------------------------
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
255,371
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11) 7.7%
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14. Type of Reporting Person (See Instructions)
IN
Page 2 of 4
INTRODUCTION
This Amendment No. 2 to Schedule 13D (the "Amendment") is being filed by
Howard Hill to amend and supplement the Schedule 13D filed on February 5, 2004
with the Securities and Exchange Commission (the "Statement") , relating to the
common stock (the "Common Stock") of R F Industries, Ltd., a Nevada corporation
(the "Company"). Only those Items amended are reported herein.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Hill used a total of $16,107.20 of personal funds to purchase 3,500
shares of Common Stock on the open market in October 2008. The remaining 251,871
shares beneficially owned by Mr. Hill represent unexercised stock purchase
options. No funds were used to acquire the stock purchase options, which were
granted to Mr. Hill under his employment agreement with the Company and in his
capacity as a director of the Company. During 2007, Mr. Hill exercised options
to purchase a total of 65,000 shares. The exercise price of those shares, a
total of $35,540, was paid from Mr. Hill's personal funds.
Item 5. Interest in Securities of the Issuer
(a) Items 5-11 of the cover page is incorporated herein by this reference.
The percentage of class of securities in row 13 of the cover page is based on
the assumption that the Company had 3,076,264 shares of Common Stock
outstanding, based on the number of shares reported by the Company as
outstanding in its Annual Report on Form 10-K for the period ending December 31,
2008.
(b) Mr. Hill has the right to vote and the right to dispose of the shares
reported on the cover page to this Statement.
(c) On October 10, 2008, Mr. Hill purchased 952 shares at a price of $4.90
per share and 1,048 shares at $5.05 per share. On October 15, 2008, he purchased
an additional 1,500 shares at $4.10 per share. In addition, Mr. Hill exercised
stock options to purchase a total of 65,000 shares of Common Stock and
immediately thereafter sold such shares through broker transactions on the
Nasdaq Global Market as follows:
Date of Exercise/Sale Number of Shares Option Exercise Price Sales Price
--------------------- ---------------- --------------------- -----------
2/5/2007 6,000 $4.94 $48,060.00
2/5/2007 3,478 $0.10 $27,858.78
2/6/2007 18,072 $0.10 $144,756.72
2/6/2007 2,450 $0.10 $19,624.50
9/19/2007 35,000 $0.10 $194,950.00
(d) Not applicable.
(e) Not applicable.
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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: February 17, 2009
/s/ Howard F. Hill
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Howard F. Hill
Page 4 of 4