UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c),
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. __3__)
AMPEX CORP.
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(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
032092306
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(CUSIP Number)
DECEMBER 31, 2006
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(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)
CUSIP No. 032092306 13G Page 1 of 6 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Knoll Capital Management, LP
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
Joint Filer
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 183,472
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 183,472
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,472
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.81%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 032092306 13G Page 2 of 6 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fred Knoll
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
Joint Filer
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 183,472
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 183,472
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,472
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.81%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 032092306 13G Page 3 of 6 Pages
Item 1(a). Name of Issuer:
Ampex Corp. (the "Issuer")
____________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
1228 Douglas Avenue
Redwood City, CA 94063-3199
____________________________________________________________________
Item 2(a). Name of Persons Filing:
Knoll Capital Management LP ("KCMLP")
Fred Knoll ("Knoll")
____________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
The principal business address for each of KCMLP and
Knoll is 666 Fifth Avenue, Suite 3702, New York, New
York 10103.
____________________________________________________________________
Item 2(c). Citizenship:
KCMLP is a Limited Partnership formed and existing
under the laws of the State of Delaware.
Knoll is a citizen of the United States.
____________________________________________________________________
Item 2(d). Title of Class of Securities:
This statement on Schedule 13G is being filed with
respect to the Class A Common Stock, $0.01 par value
per share (the "Common Stock") of the Issuer.
____________________________________________________________________
Item 2(e). CUSIP Number:
032092306
____________________________________________________________________
CUSIP No. 032092306 13G Page 4 of 6 Pages
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a: NOT APPLICABLE.
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP No. 032092306 13G Page 5 of 6 Pages
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:
As of the date of this filing:
Each of KCMLP and Knoll beneficially own 183,472 shares of the
Issuer's Common Stock consisting of (i) 76,886 shares of the Issuer's Common
Stock owned by Europa International, Inc. ("Europa"); and (ii) 106,586 shares of
the Issuer's common Stock owned by Knoll Capital Fund II Master Fund, Ltd. (the
"Knoll Fund"). KCMLP is the investment manager of Europa and a manager of KOM
Capital Management, LLC ("KOM"), the investment manager of the Knoll Fund. Knoll
is the President of KCMLP.
______________________________________________________________________
(b) Percent of class: As of the date of this filing (taking into
consideration that 3,820,273 shares of the Issuer's Common Stock is issued and
outstanding as reported in the Issuer's Form 10-Q for the period ended September
30, 2006).
The 183,472 shares of the Issuer's Common Stock beneficially
owned by each of KCMLP and Knoll constituted 4.81% of the shares outstanding.
______________________________________________________________________
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
Not Applicable.
(ii) Shared power to vote or to direct the vote:
KCMLP and Knoll share the power to vote or direct the vote of
those shares of Common Stock owned by Europa and the Knoll Fund.
(iii) Sole power to dispose or direct the disposition of:
Not Applicable.
(iv) Shared power to dispose or direct the disposition of:
KCMLP and Knoll share the power to dispose of or direct the
disposition of those shares owned by Europa and the Knoll Fund.
The 183,472 shares of the Common Stock of the Issuer covered by
this Schedule 13G are beneficially owned by KCMLP as the investment manager for
(i) Europa International Inc., an equity fund which holds on the date hereof,
76,886 shares of the Common Stock; and (ii) the Knoll Fund, an equity fund which
holds on the date hereof, 106,586 shares of the Common Stock. Knoll is the
President of KCMLP and as such has the power to vote and dispose of the shares
of Common Stock owned by the equity funds.
CUSIP No. 032092306 13G Page 6 of 6 Pages
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 person has 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.
As set forth in Item 4(c), the shares of Common Stock
covered by this Schedule 13G are owned by persons other than KCMLP and Knoll,
none of whom, holds five percent or more of the securities reported herein.
______________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
Not Applicable
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
Not Applicable
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
Not Applicable.
______________________________________________________________________
Item 10. Certifications.
(a) The following certification shall be included if the statement is
filed pursuant to Rule 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.
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 14, 2007 KNOLL CAPITAL MANAGEMENT, LP
By: /S/ Fred Knoll
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Name: Fred Knoll
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Title: President
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Dated: February 14, 2007 /S/ Fred Knoll
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Fred Knoll
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
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely fling of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate.
Dated: February 14, 2007 KNOLL CAPITAL MANAGEMENT, LP
By: /S/ Fred Knoll
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Name: Fred Knoll
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Title: President
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Dated: February 14, 2007 /S/ Fred Knoll
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Fred Knoll