SEC 1745 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
(02-02) CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NEOSE TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
640522108
(CUSIP Number)
February 27, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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. 640522108
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Potomac Capital Management LLC
13-3984298
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 New York
NUMBER OF 5. SOLE VOTING POWER
SHARES 449,852
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
449,852
8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The Reporting Persons own an aggregate of 449,852 shares consisting
of 310,243 shares of common stock and warrants to purchase 139,609
shares of common stock, representing in the aggregate .82% of the
issued and outstanding shares.
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.82%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC; OO (Limited Liability Company)
CUSIP NO. 640522108
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Potomac Capital Management Inc.
13-3984786
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
New York
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,060,592
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
1,060,592
8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The Reporting Persons own an aggregate of 1,060,592 shares consisting of
866,043 shares of common stock and warrants to purchase 194,549
shares of common stock, representing in the aggregate 1.94% of the
issued and outstanding shares.
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.94%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
CUSIP NO. 640522108
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Paul J. Solit
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
NUMBER OF 5. SOLE VOTING POWER
SHARES 29,000
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 1,510,444
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
29,000
8. SHARED DISPOSITIVE POWER
1,510,444
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The Reporting Persons own an aggregate of 1,539,444 shares consisting of
1,205,286 shares of common stock and warrants to purchase 334,158
shares of common stock; representing in the aggregate 2.81% of the
issued and outstanding shares.
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.81%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN; HC
ITEM 1.
(A) NAME OF ISSUER
Neose Technologies Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
102 Witmer Road
Horsham, Pennsylvania 19044
ITEM 2.
(A) NAME OF PERSON FILING
This statement is being filed by
(i) Potomac Capital Management LLC;
(ii) Potomac Capital Management Inc.; and
(iii) Paul J. Solit..
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
(i), (ii), and (iii)
825 Third Avenue, 33rd Floor
New York, New York 10022
(C) CITIZENSHIP
(i) New York
(ii) New York
(iii) U.S.
(D) TITLE OF CLASS OF SECURITIES
Common Stock, no par value
(E) CUSIP NUMBER
640522108
ITEM 3. Not Applicable
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.
Potomac Capital Management LLC
(A) AMOUNT BENEFICIALLY OWNED: 449,852 shares consisting of
310,243 shares of common stock and warrants to purchase
139,609 shares of common stock.
(B) PERCENT OF CLASS:
.82%
(C) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
449,852
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
0
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
449,852
Potomac Capital Management Inc.
(A) AMOUNT BENEFICIALLY OWNED:
1,060,592 shares consisting of 866,043 shares of common stock and
warrants to purchase 194,549 shares of common stock
(B) PERCENT OF CLASS:
1.94%
(C) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
1,060,592
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
0
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
1,060,592
Paul J. Solit
(A) AMOUNT BENEFICIALLY OWNED:
1,539,444 shares consisting of 1,205,286 shares of common stock and
warrants to purchase 334,158 shares of common stock.
(B) PERCENT OF CLASS:
2.81%
(C) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
29,000
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
1,510,444
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
29,000
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this Statement is being filed to report the fact that as of the date hereof
the Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ x]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON
See Exhibit A attached hereto.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
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.
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 this 27TH DAY OF FEBRUARY, 2009
POTOMAC CAPITAL MANAGEMENT LLC
By: /s/ Paul J. Solit
-----------------------
Paul J. Solit, Managing Member
POTOMAC CAPITAL MANAGEMENT INC.
By: /s/ Paul J. Solit
---------------------
Paul J. Solit, President
PAUL J. SOLIT
By: /s/ Paul J. Solit
---------------------
Paul J. Solit
EXHIBIT INDEX
The following exhibits are filed with this report on Schedule 13G/A:
Exhibit A Identification of entities which acquired the shares which
are the subject of this report on Schedule 13G/A.
Exhibit B Joint Filing Agreement dated February 27, 2009 among Potomac
Capital Management LLC, Potomac Capital Management, Inc.,
and Paul J. Solit.