-----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, MZWKRM0I2cgYL0M8EpBWoRaf1A0stLizY3ckOu5exvuUpBAAacQf0Lhf2OhbfA/D 8fVbN+8nVc+FPtsWlMe7Og== 0001026505-03-000002.txt : 20030404 0001026505-03-000002.hdr.sgml : 20030404 20030404141313 ACCESSION NUMBER: 0001026505-03-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AKIN THOMAS B CENTRAL INDEX KEY: 0001026505 IRS NUMBER: 545824213 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 55 SOUTH LAKE AVENUE CITY: PASADENA STATE: CA ZIP: 91101 MAIL ADDRESS: STREET 1: 55 SOUTH LAKE AVENUE CITY: PASADENA STATE: CA ZIP: 91101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTIV INC CENTRAL INDEX KEY: 0001044167 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 582033795 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53091 FILM NUMBER: 03639906 BUSINESS ADDRESS: STREET 1: 998 FOREST EDGE DRIVE CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 8478768300 MAIL ADDRESS: STREET 1: 998 FOREST EDGE DRIVE CITY: VERNON HILLS STATE: IL ZIP: 60061 FORMER COMPANY: FORMER CONFORMED NAME: TEKGRAF INC DATE OF NAME CHANGE: 19970808 SC 13D/A 1 cntv403.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 CENTIV, INC (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 15233P 10 1 (CUSIP number) Thomas B. Akin Talkot Capital, LLC 2400 Bridgeway, Suite 300 Sausalito, CA 94965 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 4, 2003 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 1 NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSON Thomas Bruce Akin - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,115,000 BENEFICIALLY -------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 4,165,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 2,115,000 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,165,000 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,115,000 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.69% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN 1 NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSON Talkot Crossover Fund, L.P. - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* GF - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY --------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING --------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,050,000 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.33% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* GR ITEM 1. SECURITY AND ISSUER. This statement relates to shares of Common Stock (the "Stock") of Centiv, Inc. ("Centiv"). The principal executive office of Centiv is located at 998 Forest Edge Drive, Vernon Hills, IL 60061. ITEM 2. IDENTITY AND BACKGROUND. The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows: The names of the persons filing this statement are Thomas Bruce Akin (Thomas Akin), and the Talkot Crossover Fund (the Fund). (a) The names of the persons filing this statement are Thomas Bruce Akin ("Thomas Akin"), Talkot Crossover Fund, L.P. ("the Fund"), (collectively, the "Filers"). (b) The address of the filers is 10 Via El Verano, Tiburon, CA 94920. The Talkot Crossover Fund, L.P. is located at 2400 Bridgeway, Suite 300, Sausalito, CA 94965. (c) Thomas Akin is the Managing General Partner of the Talkot Crossover Fund, L.P. which is located at 2400 Bridgeway, Suite 300, Sausalito, CA 94965. (d) During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Filers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 finding any violation with respect to such laws. (f) All of the Filers who are natural persons are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of funds used in purchasing the Stock were as follows: Purchaser Source of Funds Amount Thomas Akin PF $1,089,350 The Fund GF $1,025,000 ITEM 4. PURPOSE OF TRANSACTION. The Filers acquired the Securities reported in this statement for investment purposes with the goal of capital appreciation. The Filers feel Centiv is an undervalued investment opportunity poised for substantial growth. Except as set forth above, the Filers have no present plans or proposals that would result in or relate to any of the transactions described in Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Aggregate number and percentage of securities beneficially owned: Thomas Akin is the direct beneficial owner of 2,115,000 shares of Common Stock, representing approximately 11.69% of Centiv's Common Stock. Talkot Crossover Fund, L.P. is the direct beneficial owner of 2,050,000 shares of Common Stock, representing approximately 11.33% of Centiv's Common Stock. By virtue of the relationship between Mr. Akin and the Fund described in Item 2, Mr. Akin may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by the Fund. Ownership percentages of Common Stock is based upon the fully diluted common shares outstanding (18,096,785). (b) The beneficial ownership of the Stock of the persons named in Item 2 of this statement is as follows at the date hereof: Aggregate Beneficially Owned Voting Power Dispositive Power Name Number Percent Sole Shared Sole Shared Thomas Akin 2,115,000 11.69% 2,115,000 4,165,000 2,115,000 4,165,000 The Fund 2,050,000 11.33% -0- -0- -0- -0- (c) Transactions effected during the past 60 days or since the most recent filing on Schedule 13D, whichever is less: The persons filing this statement effected the following transactions in the Stock on the dates indicated, and such transactions are the only transactions in the Stock by the persons filing this statement since February 1, 2003. Purchase Amount of Price Per Name or Sale Date Preferred B Stock Share ($) Thomas Akin P 03/31/03 105,000 $5.00000 The Fund P 03/31/03 105,000 $5.00000 ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Thomas Akin is the Managing General Partner of the Fund. As such, he has the power to vote the Stock held by such persons and to direct the receipt of dividends from, or the proceeds from the sale of, the Stock held by such persons. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. SIGNATURES After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct. DATED: April 4, 2003 /s/ Thomas Bruce Akin Thomas Bruce Akin TALKOT CROSSOVER FUND, L.P. By: /s/ Thomas Bruce Akin Thomas Bruce Akin, Managing General Partner -----END PRIVACY-ENHANCED MESSAGE-----