UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
THOMAS EQUIPMENT, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
884400102
(CUSIP Number)
December 31, 2007
(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 remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 884400102
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Laurus Master Fund, Ltd.
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 2,233,235 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,233,235 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,233,235 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 22,354,713 shares of the common stock, par value $0.01 per share (the
"Shares") of Thomas Equipment, Inc. a Delaware corporation (the "Company")
outstanding, as set forth in the Company's Prospectus dated June 29, 2006. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), 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 Fund, 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
Convertible Term Note, in the aggregate initial principal amount of $1,900,000,
which is convertible into Shares at a conversion rate of $0.125 per Share,
subject to certain adjustments (the "Second Term Note"), (iii) 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"), (iv) 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"), (v) a warrant (as amended, the "A Warrant") to acquire up to 150,000
Shares at an exercise price of $.125 per share, subject to certain
adjustments;(vi)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; (vii) 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,
(viii) 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; (ix)
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, (x) 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, (xi) 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, (xii) 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, (xiii) 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, (xiv) 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 49,397,524 Shares, at an exercise price of $0.01 per share,
subject to certain adjustments, and (xvii) 5,318,338 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). The Fund and
PSource are 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 the Investors reported in this
Schedule 13G, as amended.
CUSIP No. 884400102
--------------------------------------------------------------------------------
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 2,233,235 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,233,235 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,233,235 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 22,354,713 shares of the common stock, par value $0.01 per share (the
"Shares") of Thomas Equipment, Inc. a Delaware corporation (the "Company")
outstanding, as set forth in the Company's Prospectus dated June 29, 2006. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), 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 Fund, 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
Convertible Term Note, in the aggregate initial principal amount of $1,900,000,
which is convertible into Shares at a conversion rate of $0.125 per Share,
subject to certain adjustments (the "Second Term Note"), (iii) 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"), (iv) 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"), (v) a warrant (as amended, the "A Warrant") to acquire up to 150,000
Shares at an exercise price of $.125 per share, subject to certain
adjustments;(vi)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; (vii) 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,
(viii) 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; (ix)
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, (x) 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, (xi) 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, (xii) 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, (xiii) 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, (xiv) 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 49,397,524 Shares, at an exercise price of $0.01 per share,
subject to certain adjustments, and (xvii) 5,318,338 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). The Fund and
PSource are 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 the Investors reported in this
Schedule 13G, as amended.
CUSIP No. 884400102
--------------------------------------------------------------------------------
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 2,233,235 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,233,235 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,233,235 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 22,354,713 shares of the common stock, par value $0.01 per share (the
"Shares") of Thomas Equipment, Inc. a Delaware corporation (the "Company")
outstanding, as set forth in the Company's Prospectus dated June 29, 2006. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), 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 Fund, 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
Convertible Term Note, in the aggregate initial principal amount of $1,900,000,
which is convertible into Shares at a conversion rate of $0.125 per Share,
subject to certain adjustments (the "Second Term Note"), (iii) 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"), (iv) 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"), (v) a warrant (as amended, the "A Warrant") to acquire up to 150,000
Shares at an exercise price of $.125 per share, subject to certain
adjustments;(vi)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; (vii) 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,
(viii) 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; (ix)
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, (x) 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, (xi) 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, (xii) 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, (xiii) 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, (xiv) 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 49,397,524 Shares, at an exercise price of $0.01 per share,
subject to certain adjustments, and (xvii) 5,318,338 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). The Fund and
PSource are 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 the Investors reported in this
Schedule 13G, as amended.
CUSIP No. 884400102
--------------------------------------------------------------------------------
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 2,233,235 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,233,235 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,233,235 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 22,354,713 shares of the common stock, par value $0.01 per share (the
"Shares") of Thomas Equipment, Inc. a Delaware corporation (the "Company")
outstanding, as set forth in the Company's Prospectus dated June 29, 2006. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), 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 Fund, 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
Convertible Term Note, in the aggregate initial principal amount of $1,900,000,
which is convertible into Shares at a conversion rate of $0.125 per Share,
subject to certain adjustments (the "Second Term Note"), (iii) 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"), (iv) 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"), (v) a warrant (as amended, the "A Warrant") to acquire up to 150,000
Shares at an exercise price of $.125 per share, subject to certain
adjustments;(vi)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; (vii) 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,
(viii) 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; (ix)
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, (x) 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, (xi) 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, (xii) 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, (xiii) 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, (xiv) 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 49,397,524 Shares, at an exercise price of $0.01 per share,
subject to certain adjustments, and (xvii) 5,318,338 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). The Fund and
PSource are 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 the Investors reported in this
Schedule 13G, as amended.
CUSIP No. 884400102
--------------------------------------------------------------------------------
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 2,233,235 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,233,235 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,233,235 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 22,354,713 shares of the common stock, par value $0.01 per share (the
"Shares") of Thomas Equipment, Inc. a Delaware corporation (the "Company")
outstanding, as set forth in the Company's Prospectus dated June 29, 2006. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), 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 Fund, 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
Convertible Term Note, in the aggregate initial principal amount of $1,900,000,
which is convertible into Shares at a conversion rate of $0.125 per Share,
subject to certain adjustments (the "Second Term Note"), (iii) 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"), (iv) 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"), (v) a warrant (as amended, the "A Warrant") to acquire up to 150,000
Shares at an exercise price of $.125 per share, subject to certain
adjustments;(vi)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; (vii) 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,
(viii) 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; (ix)
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, (x) 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, (xi) 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, (xii) 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, (xiii) 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, (xiv) 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 49,397,524 Shares, at an exercise price of $0.01 per share,
subject to certain adjustments, and (xvii) 5,318,338 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). The Fund and
PSource are 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 the Investors reported in this
Schedule 13G, as amended.
CUSIP No. 884400102
--------------------------------------------------------------------------------
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 2,233,235 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,233,235 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,233,235 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 22,354,713 shares of the common stock, par value $0.01 per share (the
"Shares") of Thomas Equipment, Inc. a Delaware corporation (the "Company")
outstanding, as set forth in the Company's Prospectus dated June 29, 2006. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), 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 Fund, 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
Convertible Term Note, in the aggregate initial principal amount of $1,900,000,
which is convertible into Shares at a conversion rate of $0.125 per Share,
subject to certain adjustments (the "Second Term Note"), (iii) 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"), (iv) 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"), (v) a warrant (as amended, the "A Warrant") to acquire up to 150,000
Shares at an exercise price of $.125 per share, subject to certain
adjustments;(vi)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; (vii) 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,
(viii) 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; (ix)
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, (x) 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, (xi) 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, (xii) 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, (xiii) 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, (xiv) 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 49,397,524 Shares, at an exercise price of $0.01 per share,
subject to certain adjustments, and (xvii) 5,318,338 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). The Fund and
PSource are 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 the Investors reported in this
Schedule 13G, as amended.CUSIP No.
884400102
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 2,233,235 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
|
2,233,235 shares of Common Stock.*
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,233,235 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 22,354,713 shares of the common stock, par value $0.01 per share (the
"Shares") of Thomas Equipment, Inc. a Delaware corporation (the "Company")
outstanding, as set forth in the Company's Prospectus dated June 29, 2006. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), 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 Fund, 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
Convertible Term Note, in the aggregate initial principal amount of $1,900,000,
which is convertible into Shares at a conversion rate of $0.125 per Share,
subject to certain adjustments (the "Second Term Note"), (iii) 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"), (iv) 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"), (v) a warrant (as amended, the "A Warrant") to acquire up to 150,000
Shares at an exercise price of $.125 per share, subject to certain
adjustments;(vi)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; (vii) 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,
(viii) 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; (ix)
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, (x) 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, (xi) 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, (xii) 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, (xiii) 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, (xiv) 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 49,397,524 Shares, at an exercise price of $0.01 per share,
subject to certain adjustments, and (xvii) 5,318,338 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). The Fund and
PSource are 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 the Investors reported in this
Schedule 13G, as amended.
CUSIP No. 884400102
--------------------------------------------------------------------------------
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 2,233,235 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,233,235 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,233,235 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 22,354,713 shares of the common stock, par value $0.01 per share (the
"Shares") of Thomas Equipment, Inc. a Delaware corporation (the "Company")
outstanding, as set forth in the Company's Prospectus dated June 29, 2006. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), 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 Fund, 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
Convertible Term Note, in the aggregate initial principal amount of $1,900,000,
which is convertible into Shares at a conversion rate of $0.125 per Share,
subject to certain adjustments (the "Second Term Note"), (iii) 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"), (iv) 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"), (v) a warrant (as amended, the "A Warrant") to acquire up to 150,000
Shares at an exercise price of $.125 per share, subject to certain
adjustments;(vi)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; (vii) 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,
(viii) 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; (ix)
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, (x) 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, (xi) 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, (xii) 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, (xiii) 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, (xiv) 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 49,397,524 Shares, at an exercise price of $0.01 per share,
subject to certain adjustments, and (xvii) 5,318,338 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). The Fund and
PSource are 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 the Investors reported in this
Schedule 13G, as amended.
Item 1(a). Name of Issuer: 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.
This Schedule 13G, as amended, is also filed on behalf of Laurus Capital
Management, LLC, a Delaware limited liability company, 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. Laurus Capital
Management, LLC manages Laurus Master Fund, Ltd and 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 Laurus Master Fund, Ltd., 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, 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: 884400102
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 2,233,235 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: 2,233,235 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:
2,233,235 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 22,354,713 shares of the common stock, par value $0.01 per share (the
"Shares") of Thomas Equipment, Inc. a Delaware corporation (the "Company")
outstanding, as set forth in the Company's Prospectus dated June 29, 2006. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), 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 Fund, 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
Convertible Term Note, in the aggregate initial principal amount of $1,900,000,
which is convertible into Shares at a conversion rate of $0.125 per Share,
subject to certain adjustments (the "Second Term Note"), (iii) 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"), (iv) 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"), (v) a warrant (as amended, the "A Warrant") to acquire up to 150,000
Shares at an exercise price of $.125 per share, subject to certain
adjustments;(vi)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; (vii) 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,
(viii) 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; (ix)
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, (x) 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, (xi) 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, (xii) 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, (xiii) 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, (xiv) 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 49,397,524 Shares, at an exercise price of $0.01 per share,
subject to certain adjustments, and (xvii) 5,318,338 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). The Fund and
PSource are 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 the Investors 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 14, 2008
Date
LAURUS MASTER FUND, LTD.
/s/ David Grin
-----------------------------
David Grin
Director
|
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: 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
C. 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
D. 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
E. 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
F. Name: Eugene Grin
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Principal Occupation: Director of Laurus Master Fund, Ltd.
Principal of Laurus Capital Management, LLC
Citizenship: United States
G. Name: David Grin
Business Address: 335 Madison Avenue, 10th Floor
|
New York, New York 10017
Principal Occupation: Director of Laurus Master Fund, Ltd.
Principal of Laurus Capital Management, LLC
Citizenship: Israel
Each of Laurus Capital Management, LLC, 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.
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 14, 2008
|
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 14, 2008
/s/ Eugene Grin
--------------------------------
Eugene Grin, on his individual behalf
February 14, 2008
/s/ David Grin
--------------------------------
David Grin, on his individual behalf
February 14, 2008
|
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