-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IXcYIiF6wavjfUTBBLGRt5qrj6iIzR4P40wFd75/P2Ka73WGY9XXMI7JVr3kB49Z lq1uB6DJOiz2WQDYcHEeSQ== 0000950117-06-000630.txt : 20060213 0000950117-06-000630.hdr.sgml : 20060213 20060213164932 ACCESSION NUMBER: 0000950117-06-000630 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 GROUP MEMBERS: LAMPE, CONWAY & CO. LLC GROUP MEMBERS: LC CAPITAL ADVISORS LLC GROUP MEMBERS: LC CAPITAL INTERNATIONAL LLC GROUP MEMBERS: LC CAPITAL PARTNERS, L.P. GROUP MEMBERS: RICHARD F. CONWAY GROUP MEMBERS: STEVEN G. LAMP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBIX CORP CENTRAL INDEX KEY: 0001003111 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 133781263 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47401 FILM NUMBER: 06604330 BUSINESS ADDRESS: STREET 1: 139 CENTRE STREET CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2125945300 FORMER COMPANY: FORMER CONFORMED NAME: BELL TECHNOLOGY GROUP LTD DATE OF NAME CHANGE: 19951106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LC CAPITAL MASTER FUND LTD CENTRAL INDEX KEY: 0001222051 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O LAMPE CONWAY & CO LLC STREET 2: 730 FIFTH AVENUE STE 1002 CITY: NEW YORK STATE: NY ZIP: 10019-4105 BUSINESS PHONE: 2125818989 SC 13G/A 1 a41342.htm GLOBIX CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2 TO
SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

GLOBIX CORPORATION

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

37957F200

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


	¨	Rule 13d-1(b)

	þ	Rule 13d-1(c)

	¨	Rule 13d-1(d)

CUSIP No. 37957F200

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LC Capital Master Fund, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨
(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

5,386,366 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

5,386,366 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,386,366 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9 )
11.1 %

12

TYPE OF REPORTING PERSON*

CO

*See Instructions.

CUSIP No. 37957F200

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LC Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨
(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

5,386,366 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

5,386,366 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,386,366 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9 )
11.1%

12

TYPE OF REPORTING PERSON*

PN, HC

*See Instructions.

CUSIP No. 37957F200

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LC Capital Advisors LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨
(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

5,386,366 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

5,386,366 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,386,366 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9 )
11.1%

12

TYPE OF REPORTING PERSON*

OO, HC

*See Instructions.

CUSIP No. 37957F200

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Lampe, Conway & Co. LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨
(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

5,386,366 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

5,386,366 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,386,366 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9 )
11.1%

12

TYPE OF REPORTING PERSON*

OO, IV

*See Instructions.

CUSIP No. 37957F200

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LC Capital International LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨
(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

5,386,366 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

5,386,366 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,386,366 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9 )
11.1%

12

TYPE OF REPORTING PERSON*

OO, IA

*See Instructions.

CUSIP No. 37957F200

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Steven G. Lampe

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨
(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

9,502 shares

6

SHARED VOTING POWER

5,386,366 shares

7

SOLE DISPOSITIVE POWER

9,502 shares

8

SHARED DISPOSITIVE POWER

5,386,366 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,395,868 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9 )
11.1%

12

TYPE OF REPORTING PERSON*

IN

*See Instructions.

CUSIP No. 37957F200

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Richard F. Conway

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨
(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

5,386,366 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

5,386,366 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,386,366 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9 )
11.1%

12

TYPE OF REPORTING PERSON*

IN

*See Instructions.


Item 1(a).	Name of Issuer:

	GLOBIX CORPORATION

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	139 Centre Street New York, NY 10013

Item 2(a).	Name of Person Filing:

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, this Schedule 13G is filed on behalf of each of the reporting persons indicated in Item 1 of each of the cover pages of this Schedule 13G. The information required by this paragraph is set forth in Item 1 of each of the cover pages of this Schedule 13G and is incorporated herein by reference.

Item 2(b).	Address of Principal Business Office or, if None, Residence:

The information required by this paragraph is set forth on Annex A attached hereto and is incorporated herein by reference.

Item 2(c).	Citizenship:

The information required by this paragraph is set forth in Item 4 of each of the cover pages of this Schedule 13G and is incorporated herein by reference.


Item 2(d).	Title of Class of Securities:

	common stock, $.01 par value (“Common Stock”)

Item 2(e).	CUSIP Number:

	37957F200

Item 3.	Not applicable.

Item 4.	Ownership.

	(a) Amount Beneficially Owned:

The information required by this paragraph is set forth in Item 9 of each of the cover pages of this Schedule 13G and is incorporated herein by reference.

LC Capital Master Fund, Ltd. (the “Master Fund”) directly holds 4,901,177 shares of the Issuer’s Common Stock, par value $0.01 per share (the “Common Stock”), 462,462 shares of the Issuer’s preferred stock (the “Preferred Stock”), which is convertible into Common Stock on a share-for-share basis, and rights to purchase 22,727 shares of Common Stock at a purchase price of $2.75 (the “Options”, and together with the Preferred Stock and the Common Stock, the “Shares”). The Shares were acquired in separate transactions as follows: 770,646 shares of Common Stock were acquired on October 16, 2002;

449,171 shares of Common Stock were acquired on September 22, 2003; and 3,226,815 shares of Common Stock and 462,462 shares of Preferred Stock were acquired on the conversion of common stock and preferred stock of NEON Communications, Inc. (“NEON”) into shares of Common Stock and Preferred Stock in connection with the merger of NEON with a subsidiary of the Issuer on March 7, 2005 (the “Merger”). The Shares listed above also include 454,545 shares of Common Stock acquired upon a debt-for-equity exchange with the Issuer that took place concurrently with the Merger and rights to purchase 22,727 shares of Common Stock acquired in July 2005 pursuant to the terms of a debt-for-equity exchange agreement with the Issuer at a purchase price of $2.75 per share. In the Merger, Steven C. Lampe also acquired an option to purchase 9,502 shares of Common Stock upon the conversion of options to purchase NEON common stock issuable under the NEON 2003 Directors’ Stock Option Plan.

LC Capital Partners, LP (“Partners”) may be deemed to control the Master Fund by virtue of Partners’ ownership of approximately 54.31% of the outstanding shares of the Master Fund. Accordingly, Partners may be deemed to have a beneficial interest in the Shares. In addition, since LC Capital Advisors LLC (“Advisors”) is the sole general partner of Partners, Advisors may also be deemed to have a beneficial interest in the Shares. Each of Partners and Advisors disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein.

Lampe, Conway & Co. LLC (“LC&C”) acts as investment manager to Partners and the Master Fund pursuant to certain investment management agreements. LC Capital International LLC (“International”) acts as investment advisor to the Master Fund pursuant to an investment advisory agreement. Since LC&C and International share voting and dispositive power over the Shares by virtue of the aforementioned agreements (the “Agreements”), LC&C and International may each be deemed to have a beneficial interest in the Shares. Each of LC&C and International disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein.

Steven G. Lampe (“Lampe”) and Richard F. Conway (“Conway”) act as the sole managing members of each of Advisors, LC&C and International and each of Lampe and Conway may be deemed to control each such entity. Accordingly, each of Lampe and Conway may be deemed to have a beneficial interest in the Shares by virtue of Advisors’ indirect deemed control of the Master Fund and LC&C’s and International’s respective power to vote and/or dispose of the Shares pursuant to the Agreements. Each of Lampe and Conway disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein.

(b) Percent of Class:

The information required by this paragraph is set forth in Item 11 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. The information in Item 4(a) above is incorporated herein by reference.

(i) Sole power to vote or to direct the vote:

The information required by this subparagraph is set forth in Item 5 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference.

(ii) Shared power to vote or to direct the vote:

The information required by this subparagraph is set forth in Item 6 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference.

(iii) Sole power to dispose or to direct the disposition of:

The information required by this subparagraph is set forth in Item 7 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference.

(iv) Shared power to dispose or to direct the disposition of:

The information required by this subparagraph is set forth in Item 8 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference.


Item 5.	Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.

	Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

The Master Fund directly acquired all of the Shares being reported on by Partners and Advisors. Partners directly holds approximately 54.31% of the outstanding shares of the Master Fund and may be deemed to control the Master Fund. Advisors is the sole general partner of Partners and may also be deemed to control the Master Fund.

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, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct


Date: February 9, 2006	LC Capital Master Fund, Ltd.

	By:	/s/ Richard F. Conway

		Name: Richard F. Conway
		Title: Director

Date: February 9, 2006	LC Capital Partners, LP

	By:	LC Capital Advisors LLC,
		its General Partner

	By:	/s/ Richard F. Conway

		Name: Richard F. Conway
		Title: Managing Member

Date: February 9, 2006	LC Capital Advisors LLC

	By:	/s/ Richard F. Conway

		Name: Richard F. Conway
		Title: Managing Member

Date: February 9, 2006	Lampe, Conway & Co. LLC

	By:	/s/ Steven G. Lampe

		Name: Steven G. Lampe
		Title: Managing Member

Date: February 9, 2006	LC Capital International LLC

	By:	/s/ Richard F. Conway

		Name: Richard F. Conway
		Title: Managing Member
Date: February 9, 2006
	/s/ Steven G. Lampe

	Steven G. Lampe

Date: February 9, 2006	/s/ Richard F. Conway

	Richard F. Conway

ANNEX A

Address of Principal Business Office or, if none, Residence

LC Capital Master Fund, Ltd.
c/o Trident Fund Services (B.V.I.) Limited
P.O. Box 146
Waterfront Drive
Wickhams Cay
Road Town, Tortola
British Virgin Islands

LC Capital Partners, LP
680 Fifth Avenue, Suite 1202
New York, NY 10019

LC Capital Advisors LLC
680 Fifth Avenue, Suite 1202
New York, NY 10019

Lampe, Conway & Co. LLC
680 Fifth Avenue, Suite 1202
New York, NY 10019

LC Capital International LLC
680 Fifth Avenue, Suite 1202
New York, NY 10019

Steven G. Lampe
680 Fifth Avenue, Suite 1202
New York, NY 10019

Richard F. Conway
680 Fifth Avenue, Suite 1202
New York, NY 10019

-----END PRIVACY-ENHANCED MESSAGE-----


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LC Capital Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER	0 shares
		6	SHARED VOTING POWER	5,386,366 shares
		7	SOLE DISPOSITIVE POWER	0 shares
		8	SHARED DISPOSITIVE POWER	5,386,366 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,386,366 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9 ) 11.1 %
12	TYPE OF REPORTING PERSON* CO