-----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, LiN/SWgDsIluqw542EtTY9xVbPPGrcIPRI+uM5bHN/6CryYAjRIIVsYqaaxKDIzs uwrsK0tXKtgrnKBEiVKImg== 0001144204-09-007129.txt : 20090212 0001144204-09-007129.hdr.sgml : 20090212 20090212083128 ACCESSION NUMBER: 0001144204-09-007129 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: PSOURCE STRUCTURED DEBT LIMITED GROUP MEMBERS: VALENS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: VALENS OFFSHORE SPV II, CORP. GROUP MEMBERS: VALENS U.S. SPV I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MODTECH HOLDINGS INC CENTRAL INDEX KEY: 0001075066 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED WOOD BLDGS & COMPONENTS [2452] IRS NUMBER: 330825386 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58945 FILM NUMBER: 09591920 BUSINESS ADDRESS: STREET 1: 2830 BARRETT AVE STREET 2: PO BOX 1240 CITY: PERRIS STATE: CA ZIP: 92571 BUSINESS PHONE: 9099434014 MAIL ADDRESS: STREET 1: 4675 MACARTHUR CT., STREET 2: SUITE 710 CITY: NEWPORT STATE: CA ZIP: 92660 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001296341 IRS NUMBER: 134150669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-541-5800X209 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 v138235_sc13ga.txt CUSIP No. 60783C100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.3)* MODTECH HOLDINGS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 60783C100 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *The 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. 60783C100 13G - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: PSource Structured Debt Limited S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Guensey - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 2,153,120 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON 0O - -------------------------------------------------------------------------------- * Based on 21,552,759 shares of common stock, par value $0.01 per share (the "Shares") of Modtech Holdings, Inc., a Delaware corporation (the "Company") outstanding as of July 31, 2008, as disclosed in the Company's Quarterly Report on Form 10Q for the quarterly period ended June 30, 2008. As of December 31, 2008, 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 PSource and Valens US, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 1,540,697 Shares, at an exercise price of $7.82 per Share for the first 770,349 Shares and $7.31 per Share for the remainder of the Shares acquired thereunder, subject to certain adjustments; (ii) a warrant (the "Second Warrant") to acquire 581,395 Shares at an exercise price of $5.69 per Share, subject to certain adjustments, and (iii) a warrant (the "Third Warrant") to acquire an additional 576,086 Shares, at an exercise price of (x) $5.06 per Share for the first 192,029 Shares, (y) $5.29 per Share for the next 192,029 Shares and (z) $6.53 per Share for any additional Shares acquired thereunder, subject to certain adjustments, (iv)a warrant (the "Fourth Warrant") to acquire 2,537,657 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (v) a warrant (the "Fifth Warrant") to acquire 266,408 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (vi) a warrant (the "Sixth Warrant" and collectively with the First Warrant, the Second Warrant, the Third Warrant, the Fourth Warrant and the Fifth Warrant, the "Warrants") to acquire 195,935 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments and (vii) 449,110 Shares. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), provided however with respect to the Fourth Warrant, the Fifth Warrant and the Sixth Warrant, notice shall only be effective if delivered at a time when no indebtedness of the Company of which the Investors was the owner, at any time is outstanding. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 60783C100 13G - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 2,153,120 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 21,552,759 shares of common stock, par value $0.01 per share (the "Shares") of Modtech Holdings, Inc., a Delaware corporation (the "Company") outstanding as of July 31, 2008, as disclosed in the Company's Quarterly Report on Form 10Q for the quarterly period ended June 30, 2008. As of December 31, 2008, 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 PSource and Valens US, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 1,540,697 Shares, at an exercise price of $7.82 per Share for the first 770,349 Shares and $7.31 per Share for the remainder of the Shares acquired thereunder, subject to certain adjustments; (ii) a warrant (the "Second Warrant") to acquire 581,395 Shares at an exercise price of $5.69 per Share, subject to certain adjustments, and (iii) a warrant (the "Third Warrant") to acquire an additional 576,086 Shares, at an exercise price of (x) $5.06 per Share for the first 192,029 Shares, (y) $5.29 per Share for the next 192,029 Shares and (z) $6.53 per Share for any additional Shares acquired thereunder, subject to certain adjustments, (iv)a warrant (the "Fourth Warrant") to acquire 2,537,657 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (v) a warrant (the "Fifth Warrant") to acquire 266,408 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (vi) a warrant (the "Sixth Warrant" and collectively with the First Warrant, the Second Warrant, the Third Warrant, the Fourth Warrant and the Fifth Warrant, the "Warrants") to acquire 195,935 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments and (vii) 449,110 Shares. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), provided however with respect to the Fourth Warrant, the Fifth Warrant and the Sixth Warrant, notice shall only be effective if delivered at a time when no indebtedness of the Company of which the Investors was the owner, at any time is outstanding. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 60783C100 13G - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 2,153,120 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 21,552,759 shares of common stock, par value $0.01 per share (the "Shares") of Modtech Holdings, Inc., a Delaware corporation (the "Company") outstanding as of July 31, 2008, as disclosed in the Company's Quarterly Report on Form 10Q for the quarterly period ended June 30, 2008. As of December 31, 2008, 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 PSource and Valens US, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 1,540,697 Shares, at an exercise price of $7.82 per Share for the first 770,349 Shares and $7.31 per Share for the remainder of the Shares acquired thereunder, subject to certain adjustments; (ii) a warrant (the "Second Warrant") to acquire 581,395 Shares at an exercise price of $5.69 per Share, subject to certain adjustments, and (iii) a warrant (the "Third Warrant") to acquire an additional 576,086 Shares, at an exercise price of (x) $5.06 per Share for the first 192,029 Shares, (y) $5.29 per Share for the next 192,029 Shares and (z) $6.53 per Share for any additional Shares acquired thereunder, subject to certain adjustments, (iv)a warrant (the "Fourth Warrant") to acquire 2,537,657 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (v) a warrant (the "Fifth Warrant") to acquire 266,408 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (vi) a warrant (the "Sixth Warrant" and collectively with the First Warrant, the Second Warrant, the Third Warrant, the Fourth Warrant and the Fifth Warrant, the "Warrants") to acquire 195,935 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments and (vii) 449,110 Shares. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), provided however with respect to the Fourth Warrant, the Fifth Warrant and the Sixth Warrant, notice shall only be effective if delivered at a time when no indebtedness of the Company of which the Investors was the owner, at any time is outstanding. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 60783C100 13G - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 26-0811267 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 2,153,120 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 21,552,759 shares of common stock, par value $0.01 per share (the "Shares") of Modtech Holdings, Inc., a Delaware corporation (the "Company") outstanding as of July 31, 2008, as disclosed in the Company's Quarterly Report on Form 10Q for the quarterly period ended June 30, 2008. As of December 31, 2008, 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 PSource and Valens US, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 1,540,697 Shares, at an exercise price of $7.82 per Share for the first 770,349 Shares and $7.31 per Share for the remainder of the Shares acquired thereunder, subject to certain adjustments; (ii) a warrant (the "Second Warrant") to acquire 581,395 Shares at an exercise price of $5.69 per Share, subject to certain adjustments, and (iii) a warrant (the "Third Warrant") to acquire an additional 576,086 Shares, at an exercise price of (x) $5.06 per Share for the first 192,029 Shares, (y) $5.29 per Share for the next 192,029 Shares and (z) $6.53 per Share for any additional Shares acquired thereunder, subject to certain adjustments, (iv)a warrant (the "Fourth Warrant") to acquire 2,537,657 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (v) a warrant (the "Fifth Warrant") to acquire 266,408 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (vi) a warrant (the "Sixth Warrant" and collectively with the First Warrant, the Second Warrant, the Third Warrant, the Fourth Warrant and the Fifth Warrant, the "Warrants") to acquire 195,935 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments and (vii) 449,110 Shares. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), provided however with respect to the Fourth Warrant, the Fifth Warrant and the Sixth Warrant, notice shall only be effective if delivered at a time when no indebtedness of the Company of which the Investors was the owner, at any time is outstanding. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 60783C100 13G - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 2,153,120 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 21,552,759 shares of common stock, par value $0.01 per share (the "Shares") of Modtech Holdings, Inc., a Delaware corporation (the "Company") outstanding as of July 31, 2008, as disclosed in the Company's Quarterly Report on Form 10Q for the quarterly period ended June 30, 2008. As of December 31, 2008, 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 PSource and Valens US, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 1,540,697 Shares, at an exercise price of $7.82 per Share for the first 770,349 Shares and $7.31 per Share for the remainder of the Shares acquired thereunder, subject to certain adjustments; (ii) a warrant (the "Second Warrant") to acquire 581,395 Shares at an exercise price of $5.69 per Share, subject to certain adjustments, and (iii) a warrant (the "Third Warrant") to acquire an additional 576,086 Shares, at an exercise price of (x) $5.06 per Share for the first 192,029 Shares, (y) $5.29 per Share for the next 192,029 Shares and (z) $6.53 per Share for any additional Shares acquired thereunder, subject to certain adjustments, (iv)a warrant (the "Fourth Warrant") to acquire 2,537,657 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (v) a warrant (the "Fifth Warrant") to acquire 266,408 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (vi) a warrant (the "Sixth Warrant" and collectively with the First Warrant, the Second Warrant, the Third Warrant, the Fourth Warrant and the Fifth Warrant, the "Warrants") to acquire 195,935 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments and (vii) 449,110 Shares. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), provided however with respect to the Fourth Warrant, the Fifth Warrant and the Sixth Warrant, notice shall only be effective if delivered at a time when no indebtedness of the Company of which the Investors was the owner, at any time is outstanding. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 60783C100 13G - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 2,153,120 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 21,552,759 shares of common stock, par value $0.01 per share (the "Shares") of Modtech Holdings, Inc., a Delaware corporation (the "Company") outstanding as of July 31, 2008, as disclosed in the Company's Quarterly Report on Form 10Q for the quarterly period ended June 30, 2008. As of December 31, 2008, 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 PSource and Valens US, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 1,540,697 Shares, at an exercise price of $7.82 per Share for the first 770,349 Shares and $7.31 per Share for the remainder of the Shares acquired thereunder, subject to certain adjustments; (ii) a warrant (the "Second Warrant") to acquire 581,395 Shares at an exercise price of $5.69 per Share, subject to certain adjustments, and (iii) a warrant (the "Third Warrant") to acquire an additional 576,086 Shares, at an exercise price of (x) $5.06 per Share for the first 192,029 Shares, (y) $5.29 per Share for the next 192,029 Shares and (z) $6.53 per Share for any additional Shares acquired thereunder, subject to certain adjustments, (iv)a warrant (the "Fourth Warrant") to acquire 2,537,657 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (v) a warrant (the "Fifth Warrant") to acquire 266,408 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (vi) a warrant (the "Sixth Warrant" and collectively with the First Warrant, the Second Warrant, the Third Warrant, the Fourth Warrant and the Fifth Warrant, the "Warrants") to acquire 195,935 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments and (vii) 449,110 Shares. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), provided however with respect to the Fourth Warrant, the Fifth Warrant and the Sixth Warrant, notice shall only be effective if delivered at a time when no indebtedness of the Company of which the Investors was the owner, at any time is outstanding. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 60783C100 13G - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 2,153,120 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,153,120 shares of Common Stock.* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 21,552,759 shares of common stock, par value $0.01 per share (the "Shares") of Modtech Holdings, Inc., a Delaware corporation (the "Company") outstanding as of July 31, 2008, as disclosed in the Company's Quarterly Report on Form 10Q for the quarterly period ended June 30, 2008. As of December 31, 2008, 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 PSource and Valens US, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 1,540,697 Shares, at an exercise price of $7.82 per Share for the first 770,349 Shares and $7.31 per Share for the remainder of the Shares acquired thereunder, subject to certain adjustments; (ii) a warrant (the "Second Warrant") to acquire 581,395 Shares at an exercise price of $5.69 per Share, subject to certain adjustments, and (iii) a warrant (the "Third Warrant") to acquire an additional 576,086 Shares, at an exercise price of (x) $5.06 per Share for the first 192,029 Shares, (y) $5.29 per Share for the next 192,029 Shares and (z) $6.53 per Share for any additional Shares acquired thereunder, subject to certain adjustments, (iv)a warrant (the "Fourth Warrant") to acquire 2,537,657 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (v) a warrant (the "Fifth Warrant") to acquire 266,408 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (vi) a warrant (the "Sixth Warrant" and collectively with the First Warrant, the Second Warrant, the Third Warrant, the Fourth Warrant and the Fifth Warrant, the "Warrants") to acquire 195,935 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments and (vii) 449,110 Shares. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), provided however with respect to the Fourth Warrant, the Fifth Warrant and the Sixth Warrant, notice shall only be effective if delivered at a time when no indebtedness of the Company of which the Investors was the owner, at any time is outstanding. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 60783C100 Item 1(a). Name of Issuer: Modtech Holdings, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 2830 Barrett Avenue, Perris, California 92571 Item 2(a). Name of Person Filing: Laurus Capital Management, LLC This Schedule 13G, as amended, is also filed on behalf of 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, Eugene Grin and David Grin. Laurus Capital Management, LLC manages PSource Structured Debt Limited. Valens Capital Management, LLC manages Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. Information related to each of PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: 335 Madison Avenue, 10th Floor, New York, NY 10017 Item 2(c). Citizenship: Delaware Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value Item 2(e). CUSIP Number: 60783C100 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 2,153,120 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: 2,153,120 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: 2,153,120 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 21,552,759 shares of common stock, par value $0.01 per share (the "Shares") of Modtech Holdings, Inc., a Delaware corporation (the "Company") outstanding as of July 31, 2008, as disclosed in the Company's Quarterly Report on Form 10Q for the quarterly period ended June 30, 2008. As of December 31, 2008, 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 PSource and Valens US, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 1,540,697 Shares, at an exercise price of $7.82 per Share for the first 770,349 Shares and $7.31 per Share for the remainder of the Shares acquired thereunder, subject to certain adjustments; (ii) a warrant (the "Second Warrant") to acquire 581,395 Shares at an exercise price of $5.69 per Share, subject to certain adjustments, and (iii) a warrant (the "Third Warrant") to acquire an additional 576,086 Shares, at an exercise price of (x) $5.06 per Share for the first 192,029 Shares, (y) $5.29 per Share for the next 192,029 Shares and (z) $6.53 per Share for any additional Shares acquired thereunder, subject to certain adjustments, (iv)a warrant (the "Fourth Warrant") to acquire 2,537,657 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (v) a warrant (the "Fifth Warrant") to acquire 266,408 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments, (vi) a warrant (the "Sixth Warrant" and collectively with the First Warrant, the Second Warrant, the Third Warrant, the Fourth Warrant and the Fifth Warrant, the "Warrants") to acquire 195,935 Shares, at an exercise price of $0.40 per Share, subject to certain adjustments and (vii) 449,110 Shares. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation under the Warrants may be waived by the Investors upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), provided however with respect to the Fourth Warrant, the Fifth Warrant and the Sixth Warrant, notice shall only be effective if delivered at a time when no indebtedness of the Company of which the Investors was the owner, at any time is outstanding. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 60783C100 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 12, 2009 Laurus Capital Management, LLC By: /s/ Eugene Grin --------------------------------- Name: Eugene Grin Title: Principal CUSIP No. 60783C100 APPENDIX A A. 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 B. 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 C. 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 D. 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 E. Name: Eugene Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC and Valens Capital Management, LLC Citizenship: United States F. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC and Valens Capital Management, LLC Citizenship: Israel CUSIP No. 60783C100 Each of 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 By: Laurus Capital Management, LLC its investment manager /s/ Eugene Grin - --------------------------------- Eugene Grin Principal February 12, 2009 Valens Offshore SPV II, Corp. Valens U.S. SPV I, LLC Valens Capital Management, LLC By: Valens Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - --------------------------------- Eugene Grin Principal February 12, 2009 /s/ David Grin - --------------------------------- David Grin, on his individual behalf February 12, 2009 /s/ Eugene Grin - --------------------------------- Eugene Grin, on his individual behalf February 12, 2009 -----END PRIVACY-ENHANCED MESSAGE-----