-----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, EL4OoiO5rwO5rXvTrWLi7YSDQRkLLSOIHrzEw+egdH2mOpvD1IlVzh1Mri9cNU5L 6J3wX+WtLa/217bOXbZRtQ== 0000930413-03-000976.txt : 20030328 0000930413-03-000976.hdr.sgml : 20030328 20030328165948 ACCESSION NUMBER: 0000930413-03-000976 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030328 GROUP MEMBERS: LEON FRENKEL GROUP MEMBERS: OTA LLC GROUP MEMBERS: PERISCOPE L.P. GROUP MEMBERS: TRIAGE ADVISORS, LLC GROUP MEMBERS: TRIAGE CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: TRIAGE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETWOLVES CORP CENTRAL INDEX KEY: 0001084103 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112208052 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60217 FILM NUMBER: 03626019 BUSINESS ADDRESS: STREET 1: 4002 EISENHOWER BOULEVARD STREET 2: STE 101 CITY: TAMPA STATE: FL ZIP: 33634 BUSINESS PHONE: 8132868644 MAIL ADDRESS: STREET 1: 4002 EISENHOWER BOULEVARD STREET 2: STE 101 CITY: TAMPA STATE: FL ZIP: 33634 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIAGE MANAGEMENT LLC CENTRAL INDEX KEY: 0001225070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 401 CITY AVE. STREET 2: SUITE 526 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6016680404 MAIL ADDRESS: STREET 1: 401 CITY AVE. STREET 2: SUITE 526 CITY: BALA CYNWYD STATE: PA ZIP: 19004 SC 13G 1 c27590_sc13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 NETWOLVES CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.0033 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 64120V102 ---------------------------------------- (CUSIP Number) July 10, 2002 ---------------------------------------------------------------- (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) |X| RULE 13d-1(c) |_| RULE 13d-1(d) CUSIP NO. 64120V102 SCHEDULE 13G ================================================================================ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Triage Management 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 ================================================================================ 5 SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,500,000 (1) EACH ----------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ----------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,500,000 (1) ================================================================================ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 (1) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.6% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO ================================================================================ (1) This Schedule 13G filing includes 100,000 shares of Issuer's Series A Convertible Preferred Stock and 500,000 warrants to purchase shares of the Issuer's Common Stock, which by reason of conversion or exercise rights result in the holdings reported herein. ITEM 1. (a) NAME OF ISSUER: NetWolves Corporation. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: The principal business offices of the Issuer are located at 4002 Eisenhower Blvd., Tampa, Florida 33634-7511. ITEM 2. (a) NAME: This statement is being filed by Triage Management LLC. (b) PRINCIPAL BUSINESS ADDRESS: The principal business offices of Triage Management LLC are located at 401 City Avenue, Suite 526, Bala Cynwyd, Pennsylvania 19004. (c) CITIZENSHIP: Delaware. (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.0033 per share. (e) CUSIP NUMBER: 64120V102. ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR 13D-2(b) OR (c): See Row 12 of cover page ("Type of Reporting Person") for the Reporting Person. 1 If this statement is filed pursuant to Rule 13d-1(c), check this box [ X ]. ITEM 4. OWNERSHIP. (a) AMOUNT BENEFICIALLY OWNED: The responses of the Reporting Person to Row 9 of the cover page is incorporated herein by reference. (b) PERCENTAGE OF CLASS: The response of the Reporting Person to Row 11 of the cover page is incorporated herein by reference. The percentage is based upon 12,597,571 shares of Common Stock reported as outstanding as of April 16, 2002 by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. (c) NUMBER OF SHARES TO WHICH SUCH PERSON HAS: (i) sole power to vote or direct the vote (ii) shared power to vote or direct the vote (iii) sole power to dispose or to direct the disposition of (iv) shared power to dispose or to direct the disposition of The response of the Reporting Person to Rows 5-8 of the cover page are incorporated herein by reference. The Reporting Person and those persons listed on EXHIBIT B attached hereto may be deemed members of a group within the meaning of Section 13(d)(3) (the "Group"), which in the aggregate may be deemed to beneficially own, by reason of conversion or exercise right, a total of 1,500,000 shares of Common Stock, consisting of 10.6% of the Issuer's Common Stock. The Reporting Person disclaims beneficial ownership of any of the shares securities covered by this Schedule 13G. 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. 2 ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: See EXHIBIT B attached hereto. 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. 3 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. Dated: March 28, 2003 TRIAGE Management LLC By: /s/ LEON FRENKEL ---------------------------------- Name: Leon Frenkel Title: Managing Member 4 EXHIBIT INDEX Exhibit A - Joint Filing Agreement dated as of March 28, 2003 by and among Triage Capital Management, L.P., Triage Management LLC, TRIAGE Offshore Fund, Ltd, TRIAGE Advisors, LLC, OTA, LLC, Periscope L.P. and Leon Frenkel. Exhibit B - Members of the Filing Group 5 EX-99.A 3 c27590_ex99a.txt EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $.0033 per share, of NetWolves Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 28th day of March, 2003. Dated: March 28, 2003 TRIAGE Management LLC By: /s/ LEON FRENKEL ----------------------------------------- Name: Leon Frenkel Title: Managing Member Dated: March 28, 2003 TRIAGE Capital Management, L.P. By: /s/ LEON FRENKEL ----------------------------------------- Name: Leon Frenkel Title: Senior Managing Member Dated: March 28, 2003 TRIAGE Offshore Fund, Ltd. By: /s/ LEON FRENKEL ----------------------------------------- Name: Leon Frenkel Title: Senior Managing Director Dated: March 28, 2003 TRIAGE Advisors, LLC By: /s/ LEON FRENKEL ----------------------------------------- Name: Leon Frenkel Title: Managing Member 6 Dated: March 28, 2003 OTA LLC By: /s/ RICHARD CAYNE ----------------------------------------- Name: Richard Cayne Title: Dated: March 28, 2003 Periscope L.P. By: /s/ LEON FRENKEL ----------------------------------------- Name: Leon Frenkel Title: General Partner Dated: March 28, 2003 /s/ LEON FRENKEL ----------------------------------------- Leon Frenkel 7 EX-99.B 4 c27590_ex99b.txt EXHIBIT B MEMBERS OF THE FILING GROUP TRIAGE Management LLC, a Delaware limited liability company, the principal offices of which are located at 401 City Avenue, Suite 526, Bala Cynwyd, Pennsylvania 19004, which is the general partner of TRIAGE Capital Management, L.P. and which may be deemed to be controlled by Leon Frenkel. TRIAGE Capital Management, L.P., a Delaware limited partnership, the principal offices of which are located at 401 City Avenue, Suite 526, Bala Cynwyd, Pennsylvania 19004, the general partner of which is TRIAGE Management, LLC. TRIAGE Offshore Fund, Ltd., a Cayman Islands limited corporation, the principal offices of which are located at c/o I.F.A., 48 Par La Ville Road, Suite 464, Hamilton HW11, Bermuda, the investment manager of which is TRIAGE Advisors, LLC. TRIAGE Advisors, LLC, a Delaware limited liability company, the principal offices of which are located at 401 City Avenue, Suite 526, Bala Cynwyd, Pennsylvania 19004, which is the investment manager of TRIAGE Offshore Fund, Ltd. OTA LLC, a Delaware limited liability company, the principal offices of which are located at One Manhattanville Road, Purchase, New York, 10577. Periscope L.P., a Delaware limited partnership, the principal offices of which are located at 401 City Avenue, Suite 526, Bala Cynwyd, Pennsylvania 19004, the general partner of which is Leon Frenkel. Leon Frenkel, an individual, whose principal offices are located at 401 City Avenue, Suite 526, Bala Cynwyd, Pennsylvania 19004, and who may be deemed to control TRIAGE Management, LLC, TRIAGE Capital Management, L.P., TRIAGE Offshore Fund, Ltd., TRIAGE Advisors, LLC and Periscope L.P. 8 -----END PRIVACY-ENHANCED MESSAGE-----