UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)
ACCESS INTEGRATED TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
004329108
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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:
[x] Rule 13d-1(b)
[ ] 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 the disclosures provided in a prior cover
page.
The information required in 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. 004329108 SCHEDULE 13G Page 2 of 8
1 Name of Reporting Person Westcliff Capital Management, LLC
IRS Identification No. of Above Person EIN 77-0435868
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,382,377
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,382,377
9 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,382,377
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.97%
12 Type of Reporting Person IA
CUSIP No. 004329108 SCHEDULE 13G Page 3 of 8
1 Name of Reporting Person Richard S. Spencer III
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization United States
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,382,377
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,382,377
9 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,382,377
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.97%
12 Type of Reporting Person HC, IN
CUSIP No. 004329108 SCHEDULE 13G Page 4 of 8
Item 1(a). Name of Issuer:
Access Integrated Technologies, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
55 Madison Avenue, Suite 300, Morristown, New Jersey
07960
Item 2(a). Names of Persons Filing:
Westcliff Capital Management, LLC ("Westcliff LLC")
and Richard S. Spencer III ("Spencer", and
collectively, the "Filers").
Westcliff LLC and Spencer disclaim beneficial
ownership of the Stock (as defined below) except to
the extent of their respective pecuniary interests
therein.
Item 2(b). Address of Principal Business Office or, if none,
Residence:
200 Seventh Avenue, Suite 105, Santa Cruz, CA 95062
Item 2(c). Citizenship:
See Item 4 of the cover page for each Filer.
Item 2(d). Title of Class of Securities:
This Statement relates to the shares of common stock
of the Issuer (the "Stock").
Item 2(e). CUSIP Number:
458751104
Item 3.If this statement is filed pursuant to Sections
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).
CUSIP No. 004329108 SCHEDULE 13G Page 5 of 8
(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 Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations 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 Section 240.13d-
1(b)(1)(ii)(J).
Item 4. Ownership.
See Items 5-9 and 11 of the cover page for each
Filer.
Westcliff LLC, as investment manager of various
client accounts, and Spencer, as Westcliff LLC's
manager and majority owner, may be deemed to
beneficially own the Stock owned by such accounts,
in that they may be deemed to have the power to
direct the voting or disposition of that Stock.
Neither the filing of this Schedule nor any of its
contents shall be deemed to constitute an admission
that Westcliff LLC or Spencer is, for any purpose,
the beneficial owner of any Stock to which this
Schedule relates, and each of Westcliff LLC and
Spencer disclaims beneficial ownership as to that
Stock, except to the extent of his or its pecuniary
interests therein. Neither the filing of this
Schedule nor any of its contents shall be deemed to
constitute an admission that any of the other
individual officers and members of Westcliff LLC is,
for any purpose, the beneficial owner of any of the
Stock to which this Schedule relates, and such
beneficial ownership is expressly disclaimed.
CUSIP No. 004329108 SCHEDULE 13G Page 6 of 8
Item 5.Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6.Ownership of More Than Five Percent on Behalf of
Another Person.
Westcliff LLC is the investment manager of one or
more investment partnerships, pooled investment
vehicles and/or other client accounts that
beneficially hold the Stock and, in that capacity,
has been granted the authority to dispose of and vote
the Stock held by those accounts. The client
accounts have the right to receive (or the power to
direct the receipt of) dividends received in
connection with ownership of the Stock and the
proceeds from the sale of the Stock. No single
client's holdings exceed five percent of the Stock.
Item 7.Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
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.
By signing below, each of the signatories certifies
that, to the best of its 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 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.
CUSIP No. 004329108 SCHEDULE 13G Page 7 of 8
Signatures
After reasonable inquiry and to the best of its knowledge
and belief, each of the signatories certifies that the information
set forth in this statement is true, complete and correct.
Dated: February 5, 2007
WESTCLIFF CAPITAL MANAGEMENT, LLC
By: /s/ Richard S. Spencer III
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Richard S. Spencer III
Manager
RICHARD S. SPENCER III
/s/ Richard S. Spencer III
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Richard S. Spencer III
CUSIP No. 004329108 SCHEDULE 13G Page 8 of 8
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13G to evidence the agreement of
the below-named parties, in accordance with rules promulgated pursuant to
the Securities Exchange Act of 1934, to file this Schedule, as it may be
amended, jointly on behalf of each of such parties.
Dated: February 5, 2007
WESTCLIFF CAPITAL MANAGEMENT, LLC
By: /s/ Richard S. Spencer III
---------------------------
Richard S. Spencer III
Manager
RICHARD S. SPENCER III
/s/ Richard S. Spencer III
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Richard S. Spencer III