UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
OSIRIS CORPORATION
(f/k/a Thomas Equipment, Inc.)
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
68827T104
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G 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. 68827T104
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Laurus Master Fund, Ltd. (In Liquidation)*
98-0337673
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,430,098 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,430,098 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,098 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
*Based on 24,325,310 shares of the common stock, par value $0.01 per share (the
"Shares") of Osiris Corporation (f/k/a Thomas Equipment, Inc.), a Delaware
corporation (the "Company") outstanding, as of December 31, 2008, as disclosed
by the Company to the Investors. As of December 31, 2008, Calliope Capital
Corporation ("Calliope"), ACIS Production Corp. ("ACIS"), PSource Structured
Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Calliope, ACIS,
PSource, and Valens US, the "Investors") collectively held (i) a Secured
Convertible Term Note, as amended and restated, in the aggregate initial
principal amount of $6,000,000, which is convertible into Shares, at a
conversion rate of $0.125 per Share, subject to certain adjustments (the
"Restated Term Note"), (ii) a Secured Revolving Note, as amended and restated,
in the aggregate initial principal amount of $22,000,000, which is convertible
into Shares at a conversion rate of $0.125 per Share, subject to certain
adjustments (the "Revolving Note"), (iii) a Secured Convertible Minimum
Borrowing Note, in the aggregate initial principal amount of $8,000,000, which
is convertible into Shares at a conversion rate of $0.125 per Share, subject to
certain adjustments (the "MB Note", together with the Restated Term Note, the
Second Term Note, and the Revolving Note, the "Notes"), (iv) a warrant (as
amended, the "A Warrant") to acquire up to 150,000 Shares at an exercise price
of $0.125 per share, subject to certain adjustments;(v)a warrant (the B
Warrant") to acquire up to 61,974,063 Shares at an exercise price of $0.01 per
share, subject to certain adjustments; (vi) a warrant (as amended, the "C
Warrant") to acquire up to 400,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments an option, (vii) a warrant (as amended,
the "D Warrant") to acquire up to 1,416,667 Shares, at an exercise price of
$0.125 per share, subject to certain adjustments; (viii) a warrant (the "E
Warrant") to acquire up to 844,497,199 Shares, at an exercise price of $0.01 per
share, subject to certain adjustments, (ix) a warrant (as amended, the "F
Warrant") to acquire up to 2,200,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments, (x) a warrant (the "G Warrant") to
acquire up to 1,156,850 Shares, at an exercise price of $0.01 per share, subject
to certain adjustments, (xi) a warrant (the "H Warrant") to acquire up to
562,998,132 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, (xii) a warrant (as amended, the "I Warrant") to acquire up to
50,662,500 Shares, at an exercise price of $0.125 per share, subject to certain
adjustments, (xiii) a warrant (the "J Warrant", and together with the A Warrant,
the B Warrant, the C Warrant, the D Warrant, the E Warrant, the F Warrant, the G
Warrant, the H Warrant and the I Warrant, the "Warrants") to acquire up to
50,625,294 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, and (xix) 2,217,372 Shares. Each of the Notes, and each of the
Warrants, contains an issuance limitation prohibiting the Investors from
converting or exercising those securities to the extent that such conversion or
exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon no less than 65 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope and ACIS are
wholly owned subsidiaries 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
the Calliope and ACIS 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. PSource is
managed by LCM. PSource is managed by Laurus Capital Management, LLC. Valens US
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC and share sole voting
and investment power over the securities owned by PSource, Valens US and VOFF
SPV II reported in this Schedule 13G, as amended.
|
CUSIP No. 68827T104
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Calliope Capital Corporation
57-1237865
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,430,098 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,430,098 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,098 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
*Based on 24,325,310 shares of the common stock, par value $0.01 per share (the
"Shares") of Osiris Corporation (f/k/a Thomas Equipment, Inc.), a Delaware
corporation (the "Company") outstanding, as of December 31, 2008, as disclosed
by the Company to the Investors. As of December 31, 2008, Calliope Capital
Corporation ("Calliope"), ACIS Production Corp. ("ACIS"), PSource Structured
Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Calliope, ACIS,
PSource, and Valens US, the "Investors") collectively held (i) a Secured
Convertible Term Note, as amended and restated, in the aggregate initial
principal amount of $6,000,000, which is convertible into Shares, at a
conversion rate of $0.125 per Share, subject to certain adjustments (the
"Restated Term Note"), (ii) a Secured Revolving Note, as amended and restated,
in the aggregate initial principal amount of $22,000,000, which is convertible
into Shares at a conversion rate of $0.125 per Share, subject to certain
adjustments (the "Revolving Note"), (iii) a Secured Convertible Minimum
Borrowing Note, in the aggregate initial principal amount of $8,000,000, which
is convertible into Shares at a conversion rate of $0.125 per Share, subject to
certain adjustments (the "MB Note", together with the Restated Term Note, the
Second Term Note, and the Revolving Note, the "Notes"), (iv) a warrant (as
amended, the "A Warrant") to acquire up to 150,000 Shares at an exercise price
of $0.125 per share, subject to certain adjustments;(v)a warrant (the B
Warrant") to acquire up to 61,974,063 Shares at an exercise price of $0.01 per
share, subject to certain adjustments; (vi) a warrant (as amended, the "C
Warrant") to acquire up to 400,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments an option, (vii) a warrant (as amended,
the "D Warrant") to acquire up to 1,416,667 Shares, at an exercise price of
$0.125 per share, subject to certain adjustments; (viii) a warrant (the "E
Warrant") to acquire up to 844,497,199 Shares, at an exercise price of $0.01 per
share, subject to certain adjustments, (ix) a warrant (as amended, the "F
Warrant") to acquire up to 2,200,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments, (x) a warrant (the "G Warrant") to
acquire up to 1,156,850 Shares, at an exercise price of $0.01 per share, subject
to certain adjustments, (xi) a warrant (the "H Warrant") to acquire up to
562,998,132 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, (xii) a warrant (as amended, the "I Warrant") to acquire up to
50,662,500 Shares, at an exercise price of $0.125 per share, subject to certain
adjustments, (xiii) a warrant (the "J Warrant", and together with the A Warrant,
the B Warrant, the C Warrant, the D Warrant, the E Warrant, the F Warrant, the G
Warrant, the H Warrant and the I Warrant, the "Warrants") to acquire up to
50,625,294 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, and (xix) 2,217,372 Shares. Each of the Notes, and each of the
Warrants, contains an issuance limitation prohibiting the Investors from
converting or exercising those securities to the extent that such conversion or
exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon no less than 65 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope and ACIS are
wholly owned subsidiaries 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
the Calliope and ACIS 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. PSource is
managed by LCM. PSource is managed by Laurus Capital Management, LLC. Valens US
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC and share sole voting
and investment power over the securities owned by PSource, Valens US and VOFF
SPV II reported in this Schedule 13G, as amended.
|
CUSIP No. 68827T104
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
ACIS Production Corp.
26-0456994
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,430,098 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,430,098 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,098 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
*Based on 24,325,310 shares of the common stock, par value $0.01 per share (the
"Shares") of Osiris Corporation (f/k/a Thomas Equipment, Inc.), a Delaware
corporation (the "Company") outstanding, as of December 31, 2008, as disclosed
by the Company to the Investors. As of December 31, 2008, Calliope Capital
Corporation ("Calliope"), ACIS Production Corp. ("ACIS"), PSource Structured
Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Calliope, ACIS,
PSource, and Valens US, the "Investors") collectively held (i) a Secured
Convertible Term Note, as amended and restated, in the aggregate initial
principal amount of $6,000,000, which is convertible into Shares, at a
conversion rate of $0.125 per Share, subject to certain adjustments (the
"Restated Term Note"), (ii) a Secured Revolving Note, as amended and restated,
in the aggregate initial principal amount of $22,000,000, which is convertible
into Shares at a conversion rate of $0.125 per Share, subject to certain
adjustments (the "Revolving Note"), (iii) a Secured Convertible Minimum
Borrowing Note, in the aggregate initial principal amount of $8,000,000, which
is convertible into Shares at a conversion rate of $0.125 per Share, subject to
certain adjustments (the "MB Note", together with the Restated Term Note, the
Second Term Note, and the Revolving Note, the "Notes"), (iv) a warrant (as
amended, the "A Warrant") to acquire up to 150,000 Shares at an exercise price
of $0.125 per share, subject to certain adjustments;(v)a warrant (the B
Warrant") to acquire up to 61,974,063 Shares at an exercise price of $0.01 per
share, subject to certain adjustments; (vi) a warrant (as amended, the "C
Warrant") to acquire up to 400,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments an option, (vii) a warrant (as amended,
the "D Warrant") to acquire up to 1,416,667 Shares, at an exercise price of
$0.125 per share, subject to certain adjustments; (viii) a warrant (the "E
Warrant") to acquire up to 844,497,199 Shares, at an exercise price of $0.01 per
share, subject to certain adjustments, (ix) a warrant (as amended, the "F
Warrant") to acquire up to 2,200,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments, (x) a warrant (the "G Warrant") to
acquire up to 1,156,850 Shares, at an exercise price of $0.01 per share, subject
to certain adjustments, (xi) a warrant (the "H Warrant") to acquire up to
562,998,132 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, (xii) a warrant (as amended, the "I Warrant") to acquire up to
50,662,500 Shares, at an exercise price of $0.125 per share, subject to certain
adjustments, (xiii) a warrant (the "J Warrant", and together with the A Warrant,
the B Warrant, the C Warrant, the D Warrant, the E Warrant, the F Warrant, the G
Warrant, the H Warrant and the I Warrant, the "Warrants") to acquire up to
50,625,294 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, and (xix) 2,217,372 Shares. Each of the Notes, and each of the
Warrants, contains an issuance limitation prohibiting the Investors from
converting or exercising those securities to the extent that such conversion or
exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon no less than 65 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope and ACIS are
wholly owned subsidiaries 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
the Calliope and ACIS 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. PSource is
managed by LCM. PSource is managed by Laurus Capital Management, LLC. Valens US
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC and share sole voting
and investment power over the securities owned by PSource, Valens US and VOFF
SPV II reported in this Schedule 13G, as amended.
|
CUSIP No. 68827T104
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
PSource Structured Debt Limited
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,430,098 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,430,098 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,098 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
*Based on 24,325,310 shares of the common stock, par value $0.01 per share (the
"Shares") of Osiris Corporation (f/k/a Thomas Equipment, Inc.), a Delaware
corporation (the "Company") outstanding, as of December 31, 2008, as disclosed
by the Company to the Investors. As of December 31, 2008, Calliope Capital
Corporation ("Calliope"), ACIS Production Corp. ("ACIS"), PSource Structured
Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Calliope, ACIS,
PSource, and Valens US, the "Investors") collectively held (i) a Secured
Convertible Term Note, as amended and restated, in the aggregate initial
principal amount of $6,000,000, which is convertible into Shares, at a
conversion rate of $0.125 per Share, subject to certain adjustments (the
"Restated Term Note"), (ii) a Secured Revolving Note, as amended and restated,
in the aggregate initial principal amount of $22,000,000, which is convertible
into Shares at a conversion rate of $0.125 per Share, subject to certain
adjustments (the "Revolving Note"), (iii) a Secured Convertible Minimum
Borrowing Note, in the aggregate initial principal amount of $8,000,000, which
is convertible into Shares at a conversion rate of $0.125 per Share, subject to
certain adjustments (the "MB Note", together with the Restated Term Note, the
Second Term Note, and the Revolving Note, the "Notes"), (iv) a warrant (as
amended, the "A Warrant") to acquire up to 150,000 Shares at an exercise price
of $0.125 per share, subject to certain adjustments;(v)a warrant (the B
Warrant") to acquire up to 61,974,063 Shares at an exercise price of $0.01 per
share, subject to certain adjustments; (vi) a warrant (as amended, the "C
Warrant") to acquire up to 400,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments an option, (vii) a warrant (as amended,
the "D Warrant") to acquire up to 1,416,667 Shares, at an exercise price of
$0.125 per share, subject to certain adjustments; (viii) a warrant (the "E
Warrant") to acquire up to 844,497,199 Shares, at an exercise price of $0.01 per
share, subject to certain adjustments, (ix) a warrant (as amended, the "F
Warrant") to acquire up to 2,200,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments, (x) a warrant (the "G Warrant") to
acquire up to 1,156,850 Shares, at an exercise price of $0.01 per share, subject
to certain adjustments, (xi) a warrant (the "H Warrant") to acquire up to
562,998,132 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, (xii) a warrant (as amended, the "I Warrant") to acquire up to
50,662,500 Shares, at an exercise price of $0.125 per share, subject to certain
adjustments, (xiii) a warrant (the "J Warrant", and together with the A Warrant,
the B Warrant, the C Warrant, the D Warrant, the E Warrant, the F Warrant, the G
Warrant, the H Warrant and the I Warrant, the "Warrants") to acquire up to
50,625,294 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, and (xix) 2,217,372 Shares. Each of the Notes, and each of the
Warrants, contains an issuance limitation prohibiting the Investors from
converting or exercising those securities to the extent that such conversion or
exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon no less than 65 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope and ACIS are
wholly owned subsidiaries 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
the Calliope and ACIS 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. PSource is
managed by LCM. PSource is managed by Laurus Capital Management, LLC. Valens US
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC and share sole voting
and investment power over the securities owned by PSource, Valens US and VOFF
SPV II reported in this Schedule 13G, as amended.
|
CUSIP No. 68827T104
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Laurus Capital Management, LLC
13-4150669
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,430,098 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,430,098 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,098 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
*Based on 24,325,310 shares of the common stock, par value $0.01 per share (the
"Shares") of Osiris Corporation (f/k/a Thomas Equipment, Inc.), a Delaware
corporation (the "Company") outstanding, as of December 31, 2008, as disclosed
by the Company to the Investors. As of December 31, 2008, Calliope Capital
Corporation ("Calliope"), ACIS Production Corp. ("ACIS"), PSource Structured
Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Calliope, ACIS,
PSource, and Valens US, the "Investors") collectively held (i) a Secured
Convertible Term Note, as amended and restated, in the aggregate initial
principal amount of $6,000,000, which is convertible into Shares, at a
conversion rate of $0.125 per Share, subject to certain adjustments (the
"Restated Term Note"), (ii) a Secured Revolving Note, as amended and restated,
in the aggregate initial principal amount of $22,000,000, which is convertible
into Shares at a conversion rate of $0.125 per Share, subject to certain
adjustments (the "Revolving Note"), (iii) a Secured Convertible Minimum
Borrowing Note, in the aggregate initial principal amount of $8,000,000, which
is convertible into Shares at a conversion rate of $0.125 per Share, subject to
certain adjustments (the "MB Note", together with the Restated Term Note, the
Second Term Note, and the Revolving Note, the "Notes"), (iv) a warrant (as
amended, the "A Warrant") to acquire up to 150,000 Shares at an exercise price
of $0.125 per share, subject to certain adjustments;(v)a warrant (the B
Warrant") to acquire up to 61,974,063 Shares at an exercise price of $0.01 per
share, subject to certain adjustments; (vi) a warrant (as amended, the "C
Warrant") to acquire up to 400,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments an option, (vii) a warrant (as amended,
the "D Warrant") to acquire up to 1,416,667 Shares, at an exercise price of
$0.125 per share, subject to certain adjustments; (viii) a warrant (the "E
Warrant") to acquire up to 844,497,199 Shares, at an exercise price of $0.01 per
share, subject to certain adjustments, (ix) a warrant (as amended, the "F
Warrant") to acquire up to 2,200,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments, (x) a warrant (the "G Warrant") to
acquire up to 1,156,850 Shares, at an exercise price of $0.01 per share, subject
to certain adjustments, (xi) a warrant (the "H Warrant") to acquire up to
562,998,132 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, (xii) a warrant (as amended, the "I Warrant") to acquire up to
50,662,500 Shares, at an exercise price of $0.125 per share, subject to certain
adjustments, (xiii) a warrant (the "J Warrant", and together with the A Warrant,
the B Warrant, the C Warrant, the D Warrant, the E Warrant, the F Warrant, the G
Warrant, the H Warrant and the I Warrant, the "Warrants") to acquire up to
50,625,294 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, and (xix) 2,217,372 Shares. Each of the Notes, and each of the
Warrants, contains an issuance limitation prohibiting the Investors from
converting or exercising those securities to the extent that such conversion or
exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon no less than 65 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope and ACIS are
wholly owned subsidiaries 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
the Calliope and ACIS 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. PSource is
managed by LCM. PSource is managed by Laurus Capital Management, LLC. Valens US
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC and share sole voting
and investment power over the securities owned by PSource, Valens US and VOFF
SPV II reported in this Schedule 13G, as amended.
|
CUSIP No. 68827T104
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Valens U.S. SPV I, LLC
20-8903266
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,430,098 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,430,098 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,098 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
*Based on 24,325,310 shares of the common stock, par value $0.01 per share (the
"Shares") of Osiris Corporation (f/k/a Thomas Equipment, Inc.), a Delaware
corporation (the "Company") outstanding, as of December 31, 2008, as disclosed
by the Company to the Investors. As of December 31, 2008, Calliope Capital
Corporation ("Calliope"), ACIS Production Corp. ("ACIS"), PSource Structured
Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Calliope, ACIS,
PSource, and Valens US, the "Investors") collectively held (i) a Secured
Convertible Term Note, as amended and restated, in the aggregate initial
principal amount of $6,000,000, which is convertible into Shares, at a
conversion rate of $0.125 per Share, subject to certain adjustments (the
"Restated Term Note"), (ii) a Secured Revolving Note, as amended and restated,
in the aggregate initial principal amount of $22,000,000, which is convertible
into Shares at a conversion rate of $0.125 per Share, subject to certain
adjustments (the "Revolving Note"), (iii) a Secured Convertible Minimum
Borrowing Note, in the aggregate initial principal amount of $8,000,000, which
is convertible into Shares at a conversion rate of $0.125 per Share, subject to
certain adjustments (the "MB Note", together with the Restated Term Note, the
Second Term Note, and the Revolving Note, the "Notes"), (iv) a warrant (as
amended, the "A Warrant") to acquire up to 150,000 Shares at an exercise price
of $0.125 per share, subject to certain adjustments;(v)a warrant (the B
Warrant") to acquire up to 61,974,063 Shares at an exercise price of $0.01 per
share, subject to certain adjustments; (vi) a warrant (as amended, the "C
Warrant") to acquire up to 400,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments an option, (vii) a warrant (as amended,
the "D Warrant") to acquire up to 1,416,667 Shares, at an exercise price of
$0.125 per share, subject to certain adjustments; (viii) a warrant (the "E
Warrant") to acquire up to 844,497,199 Shares, at an exercise price of $0.01 per
share, subject to certain adjustments, (ix) a warrant (as amended, the "F
Warrant") to acquire up to 2,200,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments, (x) a warrant (the "G Warrant") to
acquire up to 1,156,850 Shares, at an exercise price of $0.01 per share, subject
to certain adjustments, (xi) a warrant (the "H Warrant") to acquire up to
562,998,132 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, (xii) a warrant (as amended, the "I Warrant") to acquire up to
50,662,500 Shares, at an exercise price of $0.125 per share, subject to certain
adjustments, (xiii) a warrant (the "J Warrant", and together with the A Warrant,
the B Warrant, the C Warrant, the D Warrant, the E Warrant, the F Warrant, the G
Warrant, the H Warrant and the I Warrant, the "Warrants") to acquire up to
50,625,294 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, and (xix) 2,217,372 Shares. Each of the Notes, and each of the
Warrants, contains an issuance limitation prohibiting the Investors from
converting or exercising those securities to the extent that such conversion or
exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon no less than 65 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope and ACIS are
wholly owned subsidiaries 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
the Calliope and ACIS 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. PSource is
managed by LCM. PSource is managed by Laurus Capital Management, LLC. Valens US
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC and share sole voting
and investment power over the securities owned by PSource, Valens US and VOFF
SPV II reported in this Schedule 13G, as amended.
|
CUSIP No. 68827T104
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Valens Offshore SPV II, Corp.
26-0811267
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,430,098 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,430,098 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,098 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
*Based on 24,325,310 shares of the common stock, par value $0.01 per share (the
"Shares") of Osiris Corporation (f/k/a Thomas Equipment, Inc.), a Delaware
corporation (the "Company") outstanding, as of December 31, 2008, as disclosed
by the Company to the Investors. As of December 31, 2008, Calliope Capital
Corporation ("Calliope"), ACIS Production Corp. ("ACIS"), PSource Structured
Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Calliope, ACIS,
PSource, and Valens US, the "Investors") collectively held (i) a Secured
Convertible Term Note, as amended and restated, in the aggregate initial
principal amount of $6,000,000, which is convertible into Shares, at a
conversion rate of $0.125 per Share, subject to certain adjustments (the
"Restated Term Note"), (ii) a Secured Revolving Note, as amended and restated,
in the aggregate initial principal amount of $22,000,000, which is convertible
into Shares at a conversion rate of $0.125 per Share, subject to certain
adjustments (the "Revolving Note"), (iii) a Secured Convertible Minimum
Borrowing Note, in the aggregate initial principal amount of $8,000,000, which
is convertible into Shares at a conversion rate of $0.125 per Share, subject to
certain adjustments (the "MB Note", together with the Restated Term Note, the
Second Term Note, and the Revolving Note, the "Notes"), (iv) a warrant (as
amended, the "A Warrant") to acquire up to 150,000 Shares at an exercise price
of $0.125 per share, subject to certain adjustments;(v)a warrant (the B
Warrant") to acquire up to 61,974,063 Shares at an exercise price of $0.01 per
share, subject to certain adjustments; (vi) a warrant (as amended, the "C
Warrant") to acquire up to 400,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments an option, (vii) a warrant (as amended,
the "D Warrant") to acquire up to 1,416,667 Shares, at an exercise price of
$0.125 per share, subject to certain adjustments; (viii) a warrant (the "E
Warrant") to acquire up to 844,497,199 Shares, at an exercise price of $0.01 per
share, subject to certain adjustments, (ix) a warrant (as amended, the "F
Warrant") to acquire up to 2,200,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments, (x) a warrant (the "G Warrant") to
acquire up to 1,156,850 Shares, at an exercise price of $0.01 per share, subject
to certain adjustments, (xi) a warrant (the "H Warrant") to acquire up to
562,998,132 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, (xii) a warrant (as amended, the "I Warrant") to acquire up to
50,662,500 Shares, at an exercise price of $0.125 per share, subject to certain
adjustments, (xiii) a warrant (the "J Warrant", and together with the A Warrant,
the B Warrant, the C Warrant, the D Warrant, the E Warrant, the F Warrant, the G
Warrant, the H Warrant and the I Warrant, the "Warrants") to acquire up to
50,625,294 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, and (xix) 2,217,372 Shares. Each of the Notes, and each of the
Warrants, contains an issuance limitation prohibiting the Investors from
converting or exercising those securities to the extent that such conversion or
exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon no less than 65 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope and ACIS are
wholly owned subsidiaries 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
the Calliope and ACIS 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. PSource is
managed by LCM. PSource is managed by Laurus Capital Management, LLC. Valens US
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC and share sole voting
and investment power over the securities owned by PSource, Valens US and VOFF
SPV II reported in this Schedule 13G, as amended.
|
CUSIP No. 68827T104
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Valens Capital Management, LLC
20-8903345
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,430,098 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,430,098 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,098 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
*Based on 24,325,310 shares of the common stock, par value $0.01 per share (the
"Shares") of Osiris Corporation (f/k/a Thomas Equipment, Inc.), a Delaware
corporation (the "Company") outstanding, as of December 31, 2008, as disclosed
by the Company to the Investors. As of December 31, 2008, Calliope Capital
Corporation ("Calliope"), ACIS Production Corp. ("ACIS"), PSource Structured
Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Calliope, ACIS,
PSource, and Valens US, the "Investors") collectively held (i) a Secured
Convertible Term Note, as amended and restated, in the aggregate initial
principal amount of $6,000,000, which is convertible into Shares, at a
conversion rate of $0.125 per Share, subject to certain adjustments (the
"Restated Term Note"), (ii) a Secured Revolving Note, as amended and restated,
in the aggregate initial principal amount of $22,000,000, which is convertible
into Shares at a conversion rate of $0.125 per Share, subject to certain
adjustments (the "Revolving Note"), (iii) a Secured Convertible Minimum
Borrowing Note, in the aggregate initial principal amount of $8,000,000, which
is convertible into Shares at a conversion rate of $0.125 per Share, subject to
certain adjustments (the "MB Note", together with the Restated Term Note, the
Second Term Note, and the Revolving Note, the "Notes"), (iv) a warrant (as
amended, the "A Warrant") to acquire up to 150,000 Shares at an exercise price
of $0.125 per share, subject to certain adjustments;(v)a warrant (the B
Warrant") to acquire up to 61,974,063 Shares at an exercise price of $0.01 per
share, subject to certain adjustments; (vi) a warrant (as amended, the "C
Warrant") to acquire up to 400,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments an option, (vii) a warrant (as amended,
the "D Warrant") to acquire up to 1,416,667 Shares, at an exercise price of
$0.125 per share, subject to certain adjustments; (viii) a warrant (the "E
Warrant") to acquire up to 844,497,199 Shares, at an exercise price of $0.01 per
share, subject to certain adjustments, (ix) a warrant (as amended, the "F
Warrant") to acquire up to 2,200,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments, (x) a warrant (the "G Warrant") to
acquire up to 1,156,850 Shares, at an exercise price of $0.01 per share, subject
to certain adjustments, (xi) a warrant (the "H Warrant") to acquire up to
562,998,132 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, (xii) a warrant (as amended, the "I Warrant") to acquire up to
50,662,500 Shares, at an exercise price of $0.125 per share, subject to certain
adjustments, (xiii) a warrant (the "J Warrant", and together with the A Warrant,
the B Warrant, the C Warrant, the D Warrant, the E Warrant, the F Warrant, the G
Warrant, the H Warrant and the I Warrant, the "Warrants") to acquire up to
50,625,294 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, and (xix) 2,217,372 Shares. Each of the Notes, and each of the
Warrants, contains an issuance limitation prohibiting the Investors from
converting or exercising those securities to the extent that such conversion or
exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon no less than 65 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope and ACIS are
wholly owned subsidiaries 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
the Calliope and ACIS 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. PSource is
managed by LCM. PSource is managed by Laurus Capital Management, LLC. Valens US
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC and share sole voting
and investment power over the securities owned by PSource, Valens US and VOFF
SPV II reported in this Schedule 13G, as amended.
|
CUSIP No. 68827T104
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
David Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,430,098 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,430,098 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,098 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
*Based on 24,325,310 shares of the common stock, par value $0.01 per share (the
"Shares") of Osiris Corporation (f/k/a Thomas Equipment, Inc.), a Delaware
corporation (the "Company") outstanding, as of December 31, 2008, as disclosed
by the Company to the Investors. As of December 31, 2008, Calliope Capital
Corporation ("Calliope"), ACIS Production Corp. ("ACIS"), PSource Structured
Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Calliope, ACIS,
PSource, and Valens US, the "Investors") collectively held (i) a Secured
Convertible Term Note, as amended and restated, in the aggregate initial
principal amount of $6,000,000, which is convertible into Shares, at a
conversion rate of $0.125 per Share, subject to certain adjustments (the
"Restated Term Note"), (ii) a Secured Revolving Note, as amended and restated,
in the aggregate initial principal amount of $22,000,000, which is convertible
into Shares at a conversion rate of $0.125 per Share, subject to certain
adjustments (the "Revolving Note"), (iii) a Secured Convertible Minimum
Borrowing Note, in the aggregate initial principal amount of $8,000,000, which
is convertible into Shares at a conversion rate of $0.125 per Share, subject to
certain adjustments (the "MB Note", together with the Restated Term Note, the
Second Term Note, and the Revolving Note, the "Notes"), (iv) a warrant (as
amended, the "A Warrant") to acquire up to 150,000 Shares at an exercise price
of $0.125 per share, subject to certain adjustments;(v)a warrant (the B
Warrant") to acquire up to 61,974,063 Shares at an exercise price of $0.01 per
share, subject to certain adjustments; (vi) a warrant (as amended, the "C
Warrant") to acquire up to 400,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments an option, (vii) a warrant (as amended,
the "D Warrant") to acquire up to 1,416,667 Shares, at an exercise price of
$0.125 per share, subject to certain adjustments; (viii) a warrant (the "E
Warrant") to acquire up to 844,497,199 Shares, at an exercise price of $0.01 per
share, subject to certain adjustments, (ix) a warrant (as amended, the "F
Warrant") to acquire up to 2,200,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments, (x) a warrant (the "G Warrant") to
acquire up to 1,156,850 Shares, at an exercise price of $0.01 per share, subject
to certain adjustments, (xi) a warrant (the "H Warrant") to acquire up to
562,998,132 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, (xii) a warrant (as amended, the "I Warrant") to acquire up to
50,662,500 Shares, at an exercise price of $0.125 per share, subject to certain
adjustments, (xiii) a warrant (the "J Warrant", and together with the A Warrant,
the B Warrant, the C Warrant, the D Warrant, the E Warrant, the F Warrant, the G
Warrant, the H Warrant and the I Warrant, the "Warrants") to acquire up to
50,625,294 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, and (xix) 2,217,372 Shares. Each of the Notes, and each of the
Warrants, contains an issuance limitation prohibiting the Investors from
converting or exercising those securities to the extent that such conversion or
exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon no less than 65 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope and ACIS are
wholly owned subsidiaries 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
the Calliope and ACIS 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. PSource is
managed by LCM. PSource is managed by Laurus Capital Management, LLC. Valens US
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC and share sole voting
and investment power over the securities owned by PSource, Valens US and VOFF
SPV II reported in this Schedule 13G, as amended.
|
CUSIP No. 68827T104
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Eugene Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,430,098 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,430,098 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,098 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
*Based on 24,325,310 shares of the common stock, par value $0.01 per share (the
"Shares") of Osiris Corporation (f/k/a Thomas Equipment, Inc.), a Delaware
corporation (the "Company") outstanding, as of December 31, 2008, as disclosed
by the Company to the Investors. As of December 31, 2008, Calliope Capital
Corporation ("Calliope"), ACIS Production Corp. ("ACIS"), PSource Structured
Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Calliope, ACIS,
PSource, and Valens US, the "Investors") collectively held (i) a Secured
Convertible Term Note, as amended and restated, in the aggregate initial
principal amount of $6,000,000, which is convertible into Shares, at a
conversion rate of $0.125 per Share, subject to certain adjustments (the
"Restated Term Note"), (ii) a Secured Revolving Note, as amended and restated,
in the aggregate initial principal amount of $22,000,000, which is convertible
into Shares at a conversion rate of $0.125 per Share, subject to certain
adjustments (the "Revolving Note"), (iii) a Secured Convertible Minimum
Borrowing Note, in the aggregate initial principal amount of $8,000,000, which
is convertible into Shares at a conversion rate of $0.125 per Share, subject to
certain adjustments (the "MB Note", together with the Restated Term Note, the
Second Term Note, and the Revolving Note, the "Notes"), (iv) a warrant (as
amended, the "A Warrant") to acquire up to 150,000 Shares at an exercise price
of $0.125 per share, subject to certain adjustments;(v)a warrant (the B
Warrant") to acquire up to 61,974,063 Shares at an exercise price of $0.01 per
share, subject to certain adjustments; (vi) a warrant (as amended, the "C
Warrant") to acquire up to 400,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments an option, (vii) a warrant (as amended,
the "D Warrant") to acquire up to 1,416,667 Shares, at an exercise price of
$0.125 per share, subject to certain adjustments; (viii) a warrant (the "E
Warrant") to acquire up to 844,497,199 Shares, at an exercise price of $0.01 per
share, subject to certain adjustments, (ix) a warrant (as amended, the "F
Warrant") to acquire up to 2,200,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments, (x) a warrant (the "G Warrant") to
acquire up to 1,156,850 Shares, at an exercise price of $0.01 per share, subject
to certain adjustments, (xi) a warrant (the "H Warrant") to acquire up to
562,998,132 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, (xii) a warrant (as amended, the "I Warrant") to acquire up to
50,662,500 Shares, at an exercise price of $0.125 per share, subject to certain
adjustments, (xiii) a warrant (the "J Warrant", and together with the A Warrant,
the B Warrant, the C Warrant, the D Warrant, the E Warrant, the F Warrant, the G
Warrant, the H Warrant and the I Warrant, the "Warrants") to acquire up to
50,625,294 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, and (xix) 2,217,372 Shares. Each of the Notes, and each of the
Warrants, contains an issuance limitation prohibiting the Investors from
converting or exercising those securities to the extent that such conversion or
exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon no less than 65 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope and ACIS are
wholly owned subsidiaries 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
the Calliope and ACIS 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. PSource is
managed by LCM. PSource is managed by Laurus Capital Management, LLC. Valens US
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC and share sole voting
and investment power over the securities owned by PSource, Valens US and VOFF
SPV II reported in this Schedule 13G, as amended.
|
Item 1(a). Name of Issuer: OSIRIS CORPORATION (f/k/a Thomas Equipment, Inc.)
Item 1(b). Address of Issuer's Principal Executive Offices:
1818 North Farwell Avenue, Milwaukee, Wisconsin 53202
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, ACIS Production Corp., a Delaware
corporation, PSource Structured Debt Limited, a closed ended company
incorporated with limited liability in Guernsey, Valens U.S. SPV I, LLC, a
Delaware limited liability company, Valens Offshore SPV II, Corp., a Delaware
corporation, Valens Capital Management, LLC, a Delaware limited liability
company, Eugene Grin and David Grin. Calliope Capital Corporation and ACIS
Production Corp. are wholly owned subsidiaries 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 the securities owned
by Calliope Capital Corporation and ACIS Production Corp., 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.
Laurus Capital Management, LLC manages PSource Structured Debt Limited. Valens
Capital Management, LLC manages Valens U.S. SPV I, LLC and Valens Offshore SPV
II, Corp. Eugene Grin and David Grin, through other entities, are the
controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share sole voting and investment power over the securities
owned by PSource Structured Debt Limited, Valens U.S. SPV I, LLC, and Valens
Offshore SPV II, Corp. reported on this Schedule 13G, as amended. Information
related to each of Laurus Capital Management, LLC, Calliope Capital Corporation,
ACIS Production Corp., PSource Structured Debt Limited, Valens U.S SPV I, LLC,
Valens Offshore SPV II, Corp., Valens Capital Management, LLC, 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
Item 2(e). CUSIP Number: 68827T104
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 2,430,098 shares of Common Stock*
(b) Percent of Class: 9.99%*
(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: 2,430,098 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:
2,430,098 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 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.
*Based on 24,325,310 shares of the common stock, par value $0.01 per share (the
"Shares") of Osiris Corporation (f/k/a Thomas Equipment, Inc.), a Delaware
corporation (the "Company") outstanding, as of December 31, 2008, as disclosed
by the Company to the Investors. As of December 31, 2008, Calliope Capital
Corporation ("Calliope"), ACIS Production Corp. ("ACIS"), PSource Structured
Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Calliope, ACIS,
PSource, and Valens US, the "Investors") collectively held (i) a Secured
Convertible Term Note, as amended and restated, in the aggregate initial
principal amount of $6,000,000, which is convertible into Shares, at a
conversion rate of $0.125 per Share, subject to certain adjustments (the
"Restated Term Note"), (ii) a Secured Revolving Note, as amended and restated,
in the aggregate initial principal amount of $22,000,000, which is convertible
into Shares at a conversion rate of $0.125 per Share, subject to certain
adjustments (the "Revolving Note"), (iii) a Secured Convertible Minimum
Borrowing Note, in the aggregate initial principal amount of $8,000,000, which
is convertible into Shares at a conversion rate of $0.125 per Share, subject to
certain adjustments (the "MB Note", together with the Restated Term Note, the
Second Term Note, and the Revolving Note, the "Notes"), (iv) a warrant (as
amended, the "A Warrant") to acquire up to 150,000 Shares at an exercise price
of $0.125 per share, subject to certain adjustments;(v)a warrant (the B
Warrant") to acquire up to 61,974,063 Shares at an exercise price of $0.01 per
share, subject to certain adjustments; (vi) a warrant (as amended, the "C
Warrant") to acquire up to 400,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments an option, (vii) a warrant (as amended,
the "D Warrant") to acquire up to 1,416,667 Shares, at an exercise price of
$0.125 per share, subject to certain adjustments; (viii) a warrant (the "E
Warrant") to acquire up to 844,497,199 Shares, at an exercise price of $0.01 per
share, subject to certain adjustments, (ix) a warrant (as amended, the "F
Warrant") to acquire up to 2,200,000 Shares, at an exercise price of $0.125 per
share, subject to certain adjustments, (x) a warrant (the "G Warrant") to
acquire up to 1,156,850 Shares, at an exercise price of $0.01 per share, subject
to certain adjustments, (xi) a warrant (the "H Warrant") to acquire up to
562,998,132 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, (xii) a warrant (as amended, the "I Warrant") to acquire up to
50,662,500 Shares, at an exercise price of $0.125 per share, subject to certain
adjustments, (xiii) a warrant (the "J Warrant", and together with the A Warrant,
the B Warrant, the C Warrant, the D Warrant, the E Warrant, the F Warrant, the G
Warrant, the H Warrant and the I Warrant, the "Warrants") to acquire up to
50,625,294 Shares, at an exercise price of $0.01 per share, subject to certain
adjustments, and (xix) 2,217,372 Shares. Each of the Notes, and each of the
Warrants, contains an issuance limitation prohibiting the Investors from
converting or exercising those securities to the extent that such conversion or
exercise would result in beneficial ownership by the Investors of more than
9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon no less than 65 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). Calliope and ACIS are
wholly owned subsidiaries 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
the Calliope and ACIS 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. PSource is
managed by LCM. PSource is managed by Laurus Capital Management, LLC. Valens US
and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC and share sole voting
and investment power over the securities owned by PSource, Valens US and VOFF
SPV II reported in this Schedule 13G, as amended.
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 13, 2009
Date
LAURUS MASTER FUND, LTD. (IN LIQUIDATION)
/s/ David Grin
-----------------------------
David Grin
Principal
|
APPENDIX A
A. Name: Laurus Capital Management, LLC,
a Delaware limited liability company
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of Organization: Delaware
B. Name: Calliope Capital Corporation,
a Delaware Corporation
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of Organization: Delaware
C. Name: ACIS Production Corp., a Delaware corporation
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of Organization: Delaware
D. Name: PSource Structured Debt Limited, a closed ended
company incorporated with limited liability
in Guernsey
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of Organization: Guernsey
E. Name: Valens U.S. SPV I, LLC,
a Delaware limited liability company
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of Organization: Delaware
F. Name: Valens Offshore SPV II, Corp.,
a Delaware corporation
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of Organization: Delaware
G. Name: Valens Capital Management, LLC,
a Delaware limited liability company
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of Organization: Delaware
H. Name: Eugene Grin
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Principal Occupation: Principal of Valens Capital Management, LLC
Principal of Laurus Capital Management, LLC
Citizenship: United States
I. Name: David Grin
Business Address: 335 Madison Avenue, 10th Floor
|
New York, New York 10017
Principal Occupation: Principal of Valens Capital Management, LLC
Principal of Laurus Capital Management, LLC
Citizenship: Israel
Each of Laurus Capital Management, LLC, Calliope Capital Corporation, ACIS
Production Corp., PSource Structured Debt Limited, Valens U.S. SPV I, LLC,
Valens Offshore SPV II, Corp., Valens Capital Management, LLC, Eugene Grin and
David Grin hereby agrees, 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
ACIS Production Corp.
PSource Structured Debt Limited
Laurus Capital Management, LLC
By: Laurus Capital Management, LLC
Individually and as investment manager
/s/ Eugene Grin
--------------------------------
Eugene Grin
Principal
February 13, 2009
|
Valens U.S. SPV I, LLC
Valens Offshore SPV II, Corp
Valens Capital Management, LLC
By: Valens Capital Management, LLC
Individually and as investment manager
/s/ Eugene Grin
--------------------------------
Eugene Grin
Principal
February 13, 2009
/s/ Eugene Grin
--------------------------------
Eugene Grin, on his individual behalf
February 13, 2009
/s/ David Grin
--------------------------------
David Grin, on his individual behalf
February 13, 2009
|
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