SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 2)*
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 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. 37936S109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. (In Liquidation)*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0, shares of Common Stock. *
OWNED BY -----------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 505,058 shares of Common Stock. *
-----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock. *
-----------------------------------------------------------------
8 SHARES DISPOSITIVE POWER:
505,058 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,058 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the "Shares") outstanding of Global Payment Technologies, Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation, ("Calliope"), Valens Offshore
SPV I, Ltd. ("Valens SPV I", and together with the Calliope, the "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise price of $4.87 per Share for the first 100,000 Shares acquired
thereunder, $5.28 per Share for the next 60,000 Shares acquire thereunder and
$5.68 for the remaining 40,000 shares acquired thereunder, subject to certain
adjustments, (ii) a warrant (the "June Warrant" and together with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per Share, subject to certain adjustments, and (iii) 230,058 Shares. The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by Investors of more than 9.99% of the Shares then issued
and outstanding (the "Issuance Limitation"). The Issuance Limitation may be
waived by Investors upon at least 61 days prior notice to the Company and shall
automatically become null and void following notice to the Issuer of the
occurrence and during the continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund
is in voluntary liquidation under the supervision of the Grand Court of the
Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC
("LCM"), acting through its controlling principals, Eugene Grin and David Grin,
provides investment management services to the Fund and its two feeder funds
concerning their respective assets, including securities owned by Calliope
reported in this Schedule 13G, as amended, subject to the oversight of the JVLs
and LCM's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007, as amended, restated,
modified and/or supplemented from time to time. Valens SPV I is managed by
Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment power over the securities owned by Valens
SPV I reported in this Schedule 13G, as amended.
|
CUSIP No. 37936S109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Calliope Capital Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237865
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0, shares of Common Stock. *
OWNED BY -----------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 505,058 shares of Common Stock. *
-----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock. *
-----------------------------------------------------------------
8 SHARES DISPOSITIVE POWER:
505,058 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,058 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the "Shares") outstanding of Global Payment Technologies, Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation, ("Calliope"), Valens Offshore
SPV I, Ltd. ("Valens SPV I", and together with the Calliope, the "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise price of $4.87 per Share for the first 100,000 Shares acquired
thereunder, $5.28 per Share for the next 60,000 Shares acquire thereunder and
$5.68 for the remaining 40,000 shares acquired thereunder, subject to certain
adjustments, (ii) a warrant (the "June Warrant" and together with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per Share, subject to certain adjustments, and (iii) 230,058 Shares. The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by Investors of more than 9.99% of the Shares then issued
and outstanding (the "Issuance Limitation"). The Issuance Limitation may be
waived by Investors upon at least 61 days prior notice to the Company and shall
automatically become null and void following notice to the Issuer of the
occurrence and during the continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund
is in voluntary liquidation under the supervision of the Grand Court of the
Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC
("LCM"), acting through its controlling principals, Eugene Grin and David Grin,
provides investment management services to the Fund and its two feeder funds
concerning their respective assets, including securities owned by Calliope
reported in this Schedule 13G, as amended, subject to the oversight of the JVLs
and LCM's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007, as amended, restated,
modified and/or supplemented from time to time. Valens SPV I is managed by
Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment power over the securities owned by Valens
SPV I reported in this Schedule 13G, as amended.
|
CUSIP No. 37936S109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock. *
OWNED BY -----------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 505,058 shares of Common Stock. *
-----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock. *
-----------------------------------------------------------------
8 SHARES DISPOSITIVE POWER:
505,058 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,058 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the "Shares") outstanding of Global Payment Technologies, Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation, ("Calliope"), Valens Offshore
SPV I, Ltd. ("Valens SPV I", and together with the Calliope, the "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise price of $4.87 per Share for the first 100,000 Shares acquired
thereunder, $5.28 per Share for the next 60,000 Shares acquire thereunder and
$5.68 for the remaining 40,000 shares acquired thereunder, subject to certain
adjustments, (ii) a warrant (the "June Warrant" and together with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per Share, subject to certain adjustments, and (iii) 230,058 Shares. The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by Investors of more than 9.99% of the Shares then issued
and outstanding (the "Issuance Limitation"). The Issuance Limitation may be
waived by Investors upon at least 61 days prior notice to the Company and shall
automatically become null and void following notice to the Issuer of the
occurrence and during the continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund
is in voluntary liquidation under the supervision of the Grand Court of the
Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC
("LCM"), acting through its controlling principals, Eugene Grin and David Grin,
provides investment management services to the Fund and its two feeder funds
concerning their respective assets, including securities owned by Calliope
reported in this Schedule 13G, as amended, subject to the oversight of the JVLs
and LCM's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007, as amended, restated,
modified and/or supplemented from time to time. Valens SPV I is managed by
Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment power over the securities owned by Valens
SPV I reported in this Schedule 13G, as amended.
|
CUSIP No. 37936S109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0539781
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0, shares of Common Stock. *
OWNED BY -----------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 505,058 shares of Common Stock. *
-----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock. *
-----------------------------------------------------------------
8 SHARES DISPOSITIVE POWER:
505,058 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,058 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the "Shares") outstanding of Global Payment Technologies, Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation, ("Calliope"), Valens Offshore
SPV I, Ltd. ("Valens SPV I", and together with the Calliope, the "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise price of $4.87 per Share for the first 100,000 Shares acquired
thereunder, $5.28 per Share for the next 60,000 Shares acquire thereunder and
$5.68 for the remaining 40,000 shares acquired thereunder, subject to certain
adjustments, (ii) a warrant (the "June Warrant" and together with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per Share, subject to certain adjustments, and (iii) 230,058 Shares. The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by Investors of more than 9.99% of the Shares then issued
and outstanding (the "Issuance Limitation"). The Issuance Limitation may be
waived by Investors upon at least 61 days prior notice to the Company and shall
automatically become null and void following notice to the Issuer of the
occurrence and during the continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund
is in voluntary liquidation under the supervision of the Grand Court of the
Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC
("LCM"), acting through its controlling principals, Eugene Grin and David Grin,
provides investment management services to the Fund and its two feeder funds
concerning their respective assets, including securities owned by Calliope
reported in this Schedule 13G, as amended, subject to the oversight of the JVLs
and LCM's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007, as amended, restated,
modified and/or supplemented from time to time. Valens SPV I is managed by
Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment power over the securities owned by Valens
SPV I reported in this Schedule 13G, as amended.
|
CUSIP No. 37936S109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0, shares of Common Stock. *
OWNED BY -----------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 505,058 shares of Common Stock. *
-----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock. *
-----------------------------------------------------------------
8 SHARES DISPOSITIVE POWER:
505,058 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,058 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the "Shares") outstanding of Global Payment Technologies, Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation, ("Calliope"), Valens Offshore
SPV I, Ltd. ("Valens SPV I", and together with the Calliope, the "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise price of $4.87 per Share for the first 100,000 Shares acquired
thereunder, $5.28 per Share for the next 60,000 Shares acquire thereunder and
$5.68 for the remaining 40,000 shares acquired thereunder, subject to certain
adjustments, (ii) a warrant (the "June Warrant" and together with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per Share, subject to certain adjustments, and (iii) 230,058 Shares. The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by Investors of more than 9.99% of the Shares then issued
and outstanding (the "Issuance Limitation"). The Issuance Limitation may be
waived by Investors upon at least 61 days prior notice to the Company and shall
automatically become null and void following notice to the Issuer of the
occurrence and during the continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund
is in voluntary liquidation under the supervision of the Grand Court of the
Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC
("LCM"), acting through its controlling principals, Eugene Grin and David Grin,
provides investment management services to the Fund and its two feeder funds
concerning their respective assets, including securities owned by Calliope
reported in this Schedule 13G, as amended, subject to the oversight of the JVLs
and LCM's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007, as amended, restated,
modified and/or supplemented from time to time. Valens SPV I is managed by
Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment power over the securities owned by Valens
SPV I reported in this Schedule 13G, as amended.
|
CUSIP No. 37936S109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
David Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock. *
OWNED BY -----------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 505,058 shares of Common Stock. *
-----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock. *
-----------------------------------------------------------------
8 SHARES DISPOSITIVE POWER:
505,058 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,058 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the "Shares") outstanding of Global Payment Technologies, Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation, ("Calliope"), Valens Offshore
SPV I, Ltd. ("Valens SPV I", and together with the Calliope, the "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise price of $4.87 per Share for the first 100,000 Shares acquired
thereunder, $5.28 per Share for the next 60,000 Shares acquire thereunder and
$5.68 for the remaining 40,000 shares acquired thereunder, subject to certain
adjustments, (ii) a warrant (the "June Warrant" and together with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per Share, subject to certain adjustments, and (iii) 230,058 Shares. The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by Investors of more than 9.99% of the Shares then issued
and outstanding (the "Issuance Limitation"). The Issuance Limitation may be
waived by Investors upon at least 61 days prior notice to the Company and shall
automatically become null and void following notice to the Issuer of the
occurrence and during the continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund
is in voluntary liquidation under the supervision of the Grand Court of the
Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC
("LCM"), acting through its controlling principals, Eugene Grin and David Grin,
provides investment management services to the Fund and its two feeder funds
concerning their respective assets, including securities owned by Calliope
reported in this Schedule 13G, as amended, subject to the oversight of the JVLs
and LCM's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007, as amended, restated,
modified and/or supplemented from time to time. Valens SPV I is managed by
Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment power over the securities owned by Valens
SPV I reported in this Schedule 13G, as amended.
|
CUSIP No. 37936S109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
Eugene Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock. *
OWNED BY -----------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 505,058 shares of Common Stock. *
-----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock. *
-----------------------------------------------------------------
8 SHARES DISPOSITIVE POWER:
505,058 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,058 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the "Shares") outstanding of Global Payment Technologies, Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation, ("Calliope"), Valens Offshore
SPV I, Ltd. ("Valens SPV I", and together with the Calliope, the "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise price of $4.87 per Share for the first 100,000 Shares acquired
thereunder, $5.28 per Share for the next 60,000 Shares acquire thereunder and
$5.68 for the remaining 40,000 shares acquired thereunder, subject to certain
adjustments, (ii) a warrant (the "June Warrant" and together with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per Share, subject to certain adjustments, and (iii) 230,058 Shares. The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by Investors of more than 9.99% of the Shares then issued
and outstanding (the "Issuance Limitation"). The Issuance Limitation may be
waived by Investors upon at least 61 days prior notice to the Company and shall
automatically become null and void following notice to the Issuer of the
occurrence and during the continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund
is in voluntary liquidation under the supervision of the Grand Court of the
Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC
("LCM"), acting through its controlling principals, Eugene Grin and David Grin,
provides investment management services to the Fund and its two feeder funds
concerning their respective assets, including securities owned by Calliope
reported in this Schedule 13G, as amended, subject to the oversight of the JVLs
and LCM's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007, as amended, restated,
modified and/or supplemented from time to time. Valens SPV I is managed by
Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment power over the securities owned by Valens
SPV I reported in this Schedule 13G, as amended.
|
CUSIP No. 37936S109
Item 1(a). Name of Issuer: Global Payment Technologies, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
425B Oser Avenue,
Hauppauge, New York 11788
Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. (In Liquidation)
This Schedule 13G, as amended, is also filed on behalf of
Laurus Capital Management, LLC, a Delaware limited liability
company, Calliope Capital Corporation, a Delaware corporation,
Valens Capital Management, LLC, a Delaware limited liability
Company, Valens Offshore SPV I, Ltd., an exempted company
incorporated with limited liability under the laws of the Cayman
Islands, Eugene Grin and David Grin. Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation). Laurus
Master Fund, Ltd. (in Liquidation) is in voluntary liquidation under
the supervision of the Grand Court of the Cayman Islands. The Joint
Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith
of Chris Johnson Associates Ltd. Laurus Capital Management, LLC,
acting through its controlling principals, Eugene Grin and David
Grin, provides investment management services to Laurus Master Fund,
Ltd. (in Liquidation) and its two feeder funds concerning their
respective assets, including securities owned by Calliope Capital
Corporation reported in this Schedule 13G, as amended, subject to
the oversight of the JVLs and Laurus Capital Management LLC's
obligations to Laurus Master Fund, Ltd (In Liquidation) under the
Seventh Amended and Restated Investment Management Agreement of
April 26, 2007, as amended, restated, modified and/or supplemented
from time to time. Valens Capital Management, LLC manages Valens
Offshore SPV I, Ltd. Eugene Grin and David Grin, through other
entities, are the controlling principals of Valens Capital
Management, LLC and share sole voting and investment power over the
securities owned by Valens Offshore SPV I, Ltd. Information related
to each of Laurus Capital Management, LLC, Calliope Capital
Corporation, Valens Capital Management, LLC, Valens Offshore SPV I,
Ltd., Eugene Grin and David Grin is set forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or if none, Residence:
c/o Laurus Capital Management, LLC,
335 Madison Avenue, 10th Floor, New York, NY 10017
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: Common Stock ("Common Stock")
Item 2(e). CUSIP Number: 37936S109
Item 3. Not Applicable
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Item 4. Ownership:
(a) Amount Beneficially Owned: 505,058 shares of Common Stock
(b) Percent of Class: 6.32%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares of Common Stock.*
(ii) shared power to vote or to direct the vote: 505,058 shares of Common Stock. *
(iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock. *
(iv) shared power to dispose or to direct the disposition of:
505,058 shares of Common Stock. *
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:
Not applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities: 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. Certification:
By signing below, I certify 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.
CUSIP No. 37936S109
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.
February 11, 2009
----------------------
Date
LAURUS MASTER FUND, LTD.(In Liquidation)
By: Laurus Capital Management, LLC
its investment manager
/s/ David Grin
----------------------
David Grin
Principal
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CUSIP No. 37936S109
APPENDIX A
A. Name: Laurus Capital Management, LLC,
a Delaware limited liability company
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
B. Name: Calliope Capital Corporation, a Delaware corporation
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
C. Name: Valens Capital Management, LLC,
a Delaware limited liability company
Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
D. Name: Valens Offshore SPV I, Ltd., an exempted
company incorporated with limited liability under
the laws of the Cayman Islands
Address: c/o Valens Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Cayman Islands
E. Name: David Grin
Business
Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Principal
Occupation: Principal of Laurus Capital Management, LLC and Valens
Capital Management, LLC
Citizenship: Israel
F. Name: Eugene Grin
Business
Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Principal
Occupation: Principal of Laurus Capital Management, LLC and
Valens Capital Management, LLC
Citizenship: United States
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CUSIP No. 37936S109
Each of Laurus Capital Management, LLC, Calliope Capital Corporation, Valens
Capital Management, LLC, Valens Offshore SPV I, Ltd., Eugene Grin and David Grin
hereby agree, by their execution below, that the Schedule 13G, as amended, to
which this Appendix A is attached is filed on behalf of each of them,
respectively.
Calliope Capital Corporation
Laurus Capital Management, LLC
By: Laurus Capital Management, LLC
Individually and as investment manager
/s/ David Grin
-----------------------------------------
David Grin
Principal
February 11, 2009
Valens Capital Management, LLC
Valens Offshore SPV I, Ltd.
By Valens Capital Management, LLC
Individually and as investment manager
/s/ David Grin
-----------------------------------------
David Grin
Authorized Signatory
February 11, 2009
/s/ David Grin
-----------------------------------------
David Grin
February 11, 2009
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
February 11, 2009
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