0000922423-05-000127.txt : 20120703
0000922423-05-000127.hdr.sgml : 20120703
20050201163513
ACCESSION NUMBER: 0000922423-05-000127
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050201
DATE AS OF CHANGE: 20050201
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SDS CAPITAL GROUP SPC LTD
CENTRAL INDEX KEY: 0001277663
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: RK CONSULTING (CAYMAN) LTD PO BOX 174865
STREET 2: CAYMAN CORPORATE CENTER 27 HOSPITAL RD
CITY: GRAND CAYMAN
STATE: E9
ZIP: 00000
MAIL ADDRESS:
STREET 1: C/O CAYMAN CORP P O BOX 174865
STREET 2: 27 HOSPITAL RD
CITY: GRAND CAYMAN
STATE: E9
ZIP: 00000
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Prescient Applied Intelligence, Inc.
CENTRAL INDEX KEY: 0001017137
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
IRS NUMBER: 731247666
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-57033
FILM NUMBER: 05566233
BUSINESS ADDRESS:
STREET 1: 1247 WARD AVENUE
CITY: WEST CHESTER
STATE: PA
ZIP: 19380
BUSINESS PHONE: 6107191600
MAIL ADDRESS:
STREET 1: 1247 WARD AVENUE
CITY: WEST CHESTER
STATE: PA
ZIP: 19380
FORMER COMPANY:
FORMER CONFORMED NAME: VIALINK CO
DATE OF NAME CHANGE: 19981218
FORMER COMPANY:
FORMER CONFORMED NAME: VIALINK CO /
DATE OF NAME CHANGE: 19981218
FORMER COMPANY:
FORMER CONFORMED NAME: APPLIED INTELLIGENCE GROUP INC
DATE OF NAME CHANGE: 19960618
SC 13D/A
1
kl00201_sc13d-a.txt
SCHEDULE 13D AMENDMENT NO. 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Prescient Applied Intelligence, Inc.
------------------------------------
(f/k/a The viaLink Company)
---------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class of Securities)
740925102
---------
(CUSIP Number)
Steven Derby
SDS Management, LLC
53 Forest Avenue, 2nd Floor
Old Greenwich, CT 06870
(203) 967-5850
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 2004
-----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SDS Capital Group SPC, Ltd.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Cayman Islands
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 5,712,000
Beneficially -----------------------------------------------------
Owned 8. Shared Voting Power
By Each 0
Reporting -----------------------------------------------------
Person 9. Sole Dispositive Power
With 5,712,000
-----------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,712,000
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
21.2%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
Page 2 of 10
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SDS Management, LLC
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 0
Beneficially -----------------------------------------------------
Owned 8. Shared Voting Power
By Each 5,712,000
Reporting -----------------------------------------------------
Person 9. Sole Dispositive Power
With 0
-----------------------------------------------------
10. Shared Dispositive Power
5,712,000
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,712,000
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
21.2%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
Page 3 of 10
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Mr. Steven Derby
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 0
Beneficially ---------------------------------------------------
Owned 8. Shared Voting Power
By Each 5,712,000
Reporting ---------------------------------------------------
Person 9. Sole Dispositive Power
With 0
---------------------------------------------------
10. Shared Dispositive Power
5,712,000
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,712,000
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
21.2%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
Page 4 of 10
Introduction
------------
This Amendment No. 3 to Schedule 13D is being filed by SDS Capital Group
SPC, Ltd., a Cayman Islands corporation (the "Reporting Person"), with respect
to its beneficial ownership of shares of common stock, par value $.001 per share
("Common Stock"), of Prescient Applied Intelligence, Inc., a Delaware
corporation (the "Company"), formerly known as The viaLink Company.
Item 1. Security and Issuer
This statement relates to the Common Stock of the Company. The Company's
executive offices are located at 1247 Ward Avenue, Suite 200, West Chester,
Pennsylvania 19380.
Item 2. Identity and Background
This statement is filed by SDS Capital Group SPC, Ltd., a Cayman Islands
corporation. SDS Management, LLC, a Delaware limited liability company, is the
investment manager (the "Investment Manager") of the Reporting Person. Mr.
Steven Derby, a United States citizen ("Mr. Derby"), is the sole managing member
of the Investment Manager. The Reporting Person is principally engaged in making
investments. The address of the principal business office of the Reporting
Person is 53 Forest Avenue, 2nd Floor, Old Greenwich, Connecticut 06870. The
address of the principal business office of the Investment Manager is 53 Forest
Avenue, 2nd Floor, Old Greenwich, Connecticut 06870. The address of the
principal business office of Mr. Derby is 53 Forest Avenue, 2nd Floor, Old
Greenwich, Connecticut 06870.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) During the last five years, neither the Reporting Person, the
Investment Manager, Mr. Derby nor any executive officer or
director of the Reporting Person or the Investment Manager has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person, the
Investment Manager, Mr. Derby nor any executive officer or
director of the Reporting Person or the Investment Manager has
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person or entity was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or
State securities laws or findings of any violation with
respect to such laws.
(f) Not applicable.
Page 5 of 10
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a merger consummated on December 31, 2004 between a wholly
owned subsidiary of the Company and Prescient Systems, Inc., a private company
(the "Merger"), and related recapitalization of the Company, the Company issued
shares of its Common Stock, shares of its Series E Convertible Preferred Stock,
shares of its Series F Convertible Preferred Stock and warrants to purchase
shares of Common Stock. The shares of Common Stock which are the subject of this
Amendment No. 3 to Schedule 13D were acquired by the Reporting Person in
exchange for (i) certain shares of the Company's Series D Preferred Stock held
by the Reporting Person, (ii) certain shares of convertible preferred stock of
Prescient Systems, Inc. held by the Reporting Person and (iii) warrants to
purchase shares of Common Stock held by the Reporting Person. In connection with
the Merger and related recapitalization of the Company, the Company changed its
corporate name from "The viaLink Company" to "Prescient Applied Intelligence,
Inc." and effected a one-for-twenty reverse stock split of its Common Stock
effective December 31, 2004.
Item 4. Purpose of Transaction
The purpose of the acquisitions by the Reporting Person was to purchase
and acquire securities of the Company for investment purposes.
Except as may be provided herein, in the Schedule 13D filed by the
Reporting Person on February 10, 2004, or in any amendments to such Schedule 13D
filed by the Reporting Person with respect to its beneficial ownership of shares
of Common Stock of the Company, the Reporting Person does not have any other
plans or proposals which would result in: (i) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation of the Company or
any of its subsidiaries; (ii) a sale or transfer of a material amount of assets
of the Company or any of its subsidiaries; (iii) any change in the present board
of directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (iv) any material change in the present capitalization or dividend policy
of the Company; (v) any other material change in the Company's business or
corporate structure, (vi) any changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (vii) causing a class of
securities of the Company to be delisted from a national securities exchange or
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (viii) causing a class of equity
securities of the Company to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
1. The Reporting Person.
(a) Amount beneficially owned: 5,712,000 shares of Common Stock.
(b) Percent of Class: 21.2%
(c) Number of shares as to which such person has:
Page 6 of 10
(i) sole power to vote or direct the vote: 5,712,000
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or direct the disposition of:
5,712,000
(iv) shared power to dispose or direct the disposition of: 0
2. The Investment Manager - same as Mr. Derby, see below.
3. Mr. Derby.
(a) Amount beneficially owned: 5,712,000 shares of Common Stock.
(b) Percent of Class: 21.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 5,712,000
(iii) sole power to dispose or direct the disposition of: 0
(iv) shared power to dispose or direct the disposition of:
5,712,000
The Reporting Person acquired the following securities of the Company on
December 31, 2004:
1. 307.5714 shares of the Company's Series E Preferred Stock and
46,232,426 shares of Common Stock (2,311,621 shares post reverse split) in
exchange for 725.4043 shares of the Company's Series D Preferred Stock;
2. 39.9546 shares of the Company's Series E Preferred Stock, one share of
the Company's Series F Preferred Stock and 6,480,680 shares of Common Stock
(324,034 shares post reverse split) in exchange for 6,805.436 shares of
preferred stock of Prescient Systems, Inc.;
3. 1,750,000 shares of Common Stock in exchange for warrants to purchase
1,750,000 shares of Common Stock (87,500 shares post reverse split);
4. 35 shares of the Company's Series E Preferred Stock in exchange for
promissory notes in the aggregate principal amount of $350,000;
5. 59 shares of the Company's Series F Preferred Stock in exchange for
promissory notes in the aggregate principal amount of $590,000; and
6. 47.5 shares of the Company's Series F Preferred Stock in exchange for
$475,000 cash.
All shares of the Company's preferred stock and warrants to purchase
Common Stock held by the Reporting Person restrict the conversion or exercise of
such securities to the extent
Page 7 of 10
that such conversion or exercise would result in the Reporting Person
beneficially owning in excess of 9.99% of the then issued and outstanding shares
of Common Stock.
The Reporting Person beneficially owns an aggregate of 5,712,000 shares of
Common Stock, consisting of (i) 2,988,845 shares of Common Stock previously
reported on Schedule 13D (which includes approximately 1,325 shares which were
issued as accrued interest on certain promissory notes held by the Reporting
Person and inadvertently omitted from such Schedule 13D) and (ii) 2,723,155
shares of Common Stock reported herein.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
To the knowledge of the Reporting Person, the Investment Manager or Mr.
Derby on the date hereof, except to the extent set forth herein or in the
Exhibits herewith, neither the Reporting Person, the Investment Manager or Mr.
Derby has any other contracts, arrangements, understandings or relationship
(legal or otherwise) with any person with respect to securities issued by the
Company, including, but not limited to, transfer or voting of any such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, divisions or profits or loss or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement
Page 8 of 10
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 1, 2005
SDS MERCHANT FUND, LP
SDS CAPITAL GROUP SPC, LTD.
By: SDS Management, LLC,
its Investment Manager
By: /s/ Steven Derby
-------------------------------
Name: Steven Derby
Title: Managing Member
SDS MANAGEMENT, LLC
By: /s/ Steven Derby
-------------------------------
Name: Steven Derby
Title: Managing Member
/s/ Steven Derby
----------------------------------
Steven Derby
Page 9 of 10
EXHIBIT 1
JOINT FILING AGREEMENT
This Agreement is filed as an exhibit to this Amendment No. 3 to Schedule 13D
being filed by SDS Capital Group SPC, Ltd., SDS Management, LLC and Mr. Steven
Derby in compliance with Rule 13d-1(k) of the Securities and Exchange
Commission, which requires an agreement in writing indicating that this
Amendment No. 3 to Schedule 13D to which this Agreement is attached is filed on
behalf of the below-named companies and individual, that they are each
responsible for the timely filing of the Amendment No. 3 to Schedule 13D and any
amendments thereto and for the completeness and accuracy of the information
concerning such persons contained therein.
Dated: February 1, 2005
SDS MERCHANT FUND, LP
SDS CAPITAL GROUP SPC, LTD.
By: SDS Management, LLC,
its Investment Manager
By: /s/ Steven Derby
-------------------------------
Name: Steven Derby
Title: Managing Member
SDS MANAGEMENT, LLC
By: /s/ Steven Derby
-------------------------------
Name: Steven Derby
Title: Managing Member
/s/ Steven Derby
----------------------------------
Steven Derby
Page 10 of 10