-----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, QIUR3rpGaibBm3YECSqa54LMaZmTehPi4J/tTmQJ26qTv30rb4sI8fy13WeDgRH7 OyxgOA04TEQAP3GqOVdSmg== 0001012975-06-000192.txt : 20060425 0001012975-06-000192.hdr.sgml : 20060425 20060425164023 ACCESSION NUMBER: 0001012975-06-000192 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060425 DATE AS OF CHANGE: 20060425 GROUP MEMBERS: FIREBIRD AVRORA ADVISORS LLC GROUP MEMBERS: FIREBIRD MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASPIAN SERVICES INC CENTRAL INDEX KEY: 0001093430 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870617371 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78422 FILM NUMBER: 06778502 BUSINESS ADDRESS: STREET 1: 2319 FOOTHILL BOULEVARD STREET 2: SUITE 250 CITY: SALT LAKE CITY STATE: UT ZIP: 84109 BUSINESS PHONE: 801-746-3700 MAIL ADDRESS: STREET 1: 2319 FOOTHILL BOULEVARD STREET 2: SUITE 250 CITY: SALT LAKE CITY STATE: UT ZIP: 84109 FORMER COMPANY: FORMER CONFORMED NAME: EMPS CORP DATE OF NAME CHANGE: 19990818 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FGS ADVISORS LLC CENTRAL INDEX KEY: 0001266114 IRS NUMBER: 134043004 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH ST STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126989260 SC 13D/A 1 e8468894v1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* CASPIAN SERVICES INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 268711108 (CUSIP Number) Joanne Tuckman Chief Financial Officer Firebird Management LLC 152 West 57th Street, 24th Floor New York, NY 10019 (212) 698-9260 ------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) APRIL 11, 2006 -------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 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, as amended ("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. 358438109 1 Names of Reporting Persons. Firebird Avrora Advisors LLC I.R.S. Identification Nos. of above persons (entities only) [ ] -------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - ---------------------------------------------------------------------------- 3 SEC Use Only - ---------------------------------------------------------------------------- 4 Source of Funds (See Instructions) AF - ---------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - ---------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York - ---------------------------------------------------------------------------- 7 Sole Voting Power -------------------------------------------------- Number of 8 Shared Voting Power 950,000 -------------------------------------------------- Shares Bene- 9 Sole Dispositive Power -------------------------------------------------- ficially Owned 10 Shared Dispositive Power 950,000 -------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,962,500 - ---------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ---------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 4.72% - ---------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) 1A - ---------------------------------------------------------------------------- 2 CUSIP No. 358438109 1 Names of Reporting Persons. FGS Advisors, LLC I.R.S. Identification Nos. of above persons (entities only) [ ] -------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - ---------------------------------------------------------------------------- 3 SEC Use Only - ---------------------------------------------------------------------------- 4 Source of Funds (See Instructions) AF - ---------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - ---------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York - ---------------------------------------------------------------------------- 7 Sole Voting Power ---------------------------------------------- Number of 8 Shared Voting Power 1,875,000 ---------------------------------------------- Shares Bene- 9 Sole Dispositive Power ---------------------------------------------- ficially Owned 10 Shared Dispositive Power 1,875,000 ---------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,240,000 - ----------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ---------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 7.72% - ---------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IA - ---------------------------------------------------------------------------- 3 CUSIP No. 358438109 1 Names of Reporting Persons. Firebird Management LLC I.R.S. Identification Nos. of above persons (entities only) [ ] -------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - ---------------------------------------------------------------------------- 3 SEC Use Only - ---------------------------------------------------------------------------- 4 Source of Funds (See Instructions) AF - ---------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - ---------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York - ---------------------------------------------------------------------------- 7 Sole Voting Power -------------------------------------------------- Number of 8 Shared Voting Power 575,000 -------------------------------------------------- Shares Bene- 9 Sole Dispositive Power -------------------------------------------------- ficially Owned 10 Shared Dispositive Power 575,000 -------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,972,500 - ---------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ---------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 4.75% - ---------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) 1A - ---------------------------------------------------------------------------- 4 ITEM 1. SECURITY AND ISSUER This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends and supplements the Statement on Schedule 13D originally filed on October 6, 2003 and amended on February 2, 2004 and February 28, 2005 (the "Schedule 13D"), with respect to the common stock, par value $0.001 per share (the "Common Stock"), of Caspian Services Inc., a Nevada corporation (the "Company"). The address of the principal executive office of the Company is 2319 Foothill Boulevard, Suite 250, Salt Lake City, Utah 84109. Certain terms used but not defined in this Amendment No. 3 have the meanings assigned thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented by this Amendment No. 3 as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The full amount of the purchase price of $10 million in respect of the Reporting Persons' acquisition of shares of Common Stock on April 11, 2006 and April 19, 2006 was paid from the working capital of the private investment funds that purchased the subject securities at the direction of the Reporting Persons. (Please see Item 5 below.) As discussed in Item 5 below, certain of the shares of Common Stock acquired on April 11, 2006 are issuable to such private investment funds upon the exercise at any time prior to the third anniversary of the issuance of such warrants (each, as "Stock Warrant" and collectively the "Stock Warrants") by the Reporting Persons. ITEM 4. PURPOSE OF TRANSACTION The disclosure under Item 4 is supplemented by the addition of the following: The shares of Common Stock to which this Amendment No. 3 relate have been acquired for investment purposes. James D. Passin was previously appointed as a member of the Board of Directors of the Company pursuant to the 2003 Purchase Agreement described in the Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Items 5(a) and (b) are hereby amended to read in their entirety as follows: (a) The Reporting Persons together beneficially own a total of 7,175,000 shares of Common Stock of the Company, representing 17.19% of the total issued and outstanding shares of Common Stock, consisting of (i) an aggregate of 1,700,000 shares of Common Stock purchased at the closing of the Stock Purchase Agreement dated September 26, 2003 described in the Schedule 13D, (ii) an aggregate of 1,000,000 shares of Common Stock purchased at the closing of the Stock Purchase Agreement dated January 26, 2004 described in Amendment No. 1, (iii) an aggregate of 300,000 shares of Common Stock purchased at the closing of the Subscription Agreements dated January 25, 2005 and January 26, 2005 described in Amendment No. 2, (iv) an aggregate of 2,000,000 shares of Common Stock purchased at the closing of the Subscription Agreements dated March 29, 2006 and March 30, 2006, (v) an aggregate of 400,000 shares of Common Stock purchased through on-market transactions on April 19, 2006, (vi) an aggregate of 1,000,000 shares of Common Stock issuable upon the exercise of the Stock Warrants, (vii) 675,000 shares of Common Stock otherwise purchased by the Funds, and (viii) 100,000 shares of Common Stock issuable upon the exercise of stock warrants otherwise purchased by the Funds (the "Warrants"). Other than as described in this Item 5, to the knowledge of the Reporting Persons no shares of Common Stock are beneficially owned by any of the persons name in Item 2. (b) For purposes of Rule 13-d-3 under the Securities Exchange Act of 1934, the Reporting Persons may be deemed to beneficially own the Common Stock described in Item 5(a) above because Avrora acts as investment advisor to Firebird Avrora Fund, Ltd. ("Avrora Fund"), a private investment fund which owns 1,962,500 shares of Common Stock (including an aggregate of 250,000 shares of Common Stock issuable upon 5 the exercise of the Stock Warrants held by such fund and 65,000 shares of Common Stock issuable upon the exercise of the Warrants by such fund), FGS acts as investment adviser to Firebird Global Master Fund, Ltd. ("Global"), a private investment fund which owns 3,240,000 shares of Common Stock (including an aggregate of 625,000 shares of Common Stock issuable upon the exercise of the Stock Warrants held by such fund and 35,000 shares of Common Stock issuable upon the exercise of the Warrants held by such fund), and Management acts as investment adviser to Firebird Republics Fund, Ltd. ("Republics"), a private investment fund which owns 1,900,000 shares of Common Stock (including an aggregate of 125,000 shares issuable upon the exercise of the Stock Warrants held by such fund) and New Russia Fund, a private investment fund which owns 72,500 shares of Common Stock ("New Russia", and collectively with Avrora Fund, Global and Republics, the "Funds" and each individually a "Fund"). As investment advisers to the Funds, each Reporting Person has voting and investment control with respect to the shares of Common Stock held by their respective advised fund. (c) During the past sixty days, the Funds have entered into the transactions described below in respect of the Company's Common Stock. Republics entered into a Subscription Agreement with the Company dated as of March 30, 2006 pursuant to which Republics acquired 250,000 shares of Common Stock and Stock Warrants (which upon exercise provide for the issue of 125,000 shares of Common Stock) from the Company for a purchase price of $1,000,000. Global entered into a Subscription Agreement with the Company dated as of March 29, 2006 pursuant to which Global acquired 1,250,000 shares of Common Stock and Stock Warrants (which upon exercise provide for the issue of 125,000 shares of Common Stock) for a purchase price of $5,000,000. Avrora Fund entered into a Subscription Agreement dated as of March 30, 2006 pursuant to which Avrora Fund acquired 500,000 shares of Common Stock and Stock Warrants (which upon exercise provide for the issue of 250,000 shares of Common Stock) for a purchase price of $2,000,000. Each of the Reporting Persons purchased the shares at $4.00 per share. Avrora Fund purchased 200,000 shares of Common Stock for a purchase price of $5.00 per share through an on-market purchase on April 19, 2006. Republics purchased 200,000 shares of Common Stock for a purchase price of $5.00 per share through an on-market purchase on April 19, 2006. (d) The Funds have the right to receive proceeds from the sale or other disposition of the subject securities. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS ORE RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby supplemented with the addition of the following information: As discussed in the response to Item 5(c) above, each of Republics and Avrora Fund entered into a Subscription Agreement with the Company dated as of March 29, 2006 and Global entered into a Subscription Agreement with the Company dated March 30, 2006 (the closing of which occurred on April 11, 2006) pursuant to which the Funds acquired in aggregate 3,000,000 shares of Common Stock (including 1,000,000 shares issuable upon the exercise of the Stock Warrants) from the Company for an aggregate purchase price of $8,000,000. Each of the Funds has also entered into a Registration Rights Agreement with the Company pursuant to which such Fund may request the registration of shares of Common Stock purchased under the Subscription Agreements, subject to the satisfaction of certain conditions. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1 Joint Filing Agreement dated April 21, 2006. 2. Republics Subscription Agreement dated March 30, 2006. 3. Global Subscription Agreement dated March 29, 2006. 6 4. Avrora Fund Subscription Agreement dated March 30, 2006. 7 S I G N A T U R E After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct. Date: April 21, 2006 Firebird Avrora Advisors LLC /s/ ----------------------------- Name Harvey Sawikin Title: Principal Firebird Management LLC. /s/ ----------------------------- Name: Harvey Sawikin Title: Principal FGS Advisors LLC /s/ ----------------------------- Name: Harvey Sawikin Title: Principal 8 JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Amendment No. 3 being filed by Firebird Avrora Advisors LLC, FGS Advisors, LLC and Firebird Management LLC in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Amendment No. 3 to which this Agreement is attached is filed on behalf of the below-named companies, that they are each responsible for the timely filing of the Amendment No 3 and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein. Dated: April 21, 2006 FIREBIRD AVRORA ADVISORS LLC By: /s/ ------------------------ Name: Harvey Sawikin Title: Principal FGS ADVISORS, LLC By: /s/ ------------------------ Name: Harvey Sawikin Title: Principal FIREBIRD MANAGEMENT LLC By: /s/ ------------------------ Name: Harvey Sawikin Title: Principal 9 EX-2 2 e8498097.txt EXHIBIT 2 NON-U.S. PURCHASER SUBSCRIPTION AGREEMENT Caspian Services, Inc. 257 East 200 South, Suite 340 Salt Lake City, Utah 84111 Gentlemen: 1. We certify, to enable you to make offers and sales of units, consisting of two shares, par value $0.001 per share common stock and one callable warrant to purchase an additional share of common stock for $5.00, (the "Units"), of Caspian Services, Inc., a Nevada corporation, (the "Company") in accordance with Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), that (1) our principal address is outside the United States, (2) we were located outside the United States at the time any offer to buy the Units was made to us and at the time that the buy order was originated by us, and (3) we are not a "U.S. person" (as defined in Rule 902(o) under the Securities Act) (a "Non-U.S. Person"). 2. We further certify that we are purchasing securities from or through you only for our own account or for the account of one or more other Non-U.S. Persons located outside the United States at the time any offer to buy the Units was made and at the time the buy order was originated by us. 3. We agree to notify you of any change in the certifications herein, and the purchase by us of securities from or through you will constitute a reaffirmation of the certifications herein (as modified by any such notice) as of the time of such purchase. 4. We understand that the Units are being offered in a transaction not involving any public offering within the United States within the meaning of the Securities Act and that neither the Units, nor the common shares included in the Units, the warrant or the common shares underlying the warrants (any reference herein to Unit shall refer both to all of the securities included in the Unit collectively and to each of the securities included in the Unit individually) have been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of each account for which we acquire any Unit, that, if in the future we decide to offer, resell, pledge or otherwise transfer such Unit, prior to the date which is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company (or any predecessor thereto) was the owner of such Unit (the "Resale Restriction Termination Date"), such Unit may be offered, resold, pledged or otherwise transferred only (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) for so long as the Unit is eligible for resale pursuant to Rule 144A under the Securities Act, in a transaction complying with the requirements of Rule 144A to a person who we reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB and to whom notice is given that the offer, resale, pledge or transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act, with the consent of the Company, (e) to an "accredited investor" (within the meaning of Rule 501(a) under the Securities Act) (an "Accredited Investor") that is acquiring the Securities for his, her or its own account or for the account of such an Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof, or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and subject to compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Unit is proposed to be made pursuant to clause (d) above prior to the end of the one-year restricted period within the meaning of Regulation S under the Securities Act or pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver to the Company and to the transfer agent of the Units, a letter from the transferee, which shall provide, as applicable, among other things, that the transferee is (x) an institution that, at the time the buy order was originated, was outside the United States and was not a U.S. person within the meaning of Regulation S under the Securities Act or (y) an Accredited Investor, and that he, she or it is acquiring such Units for investment purposes and not for distribution in violation of the Securities Act. We understand that the registrar and transfer agent for the Units will not be required to accept for registration of transfer any Units acquired by us, except upon presentation of evidence satisfactory to the Company and the transfer agent that the foregoing restrictions on transfer have been complied with. We further understand that any certificates representing Units acquired by us will bear a legend reflecting the substance of this paragraph. Each purchaser acknowledges, on his, her or its own behalf and on behalf of any investor account for which he, she or it is purchasing the Units, that the Company and you reserve the right prior to any offer, sale or other transfer of the Units (1) pursuant to clause (d) above prior to the Resale Restriction Termination Date, (2) prior to the end of the one-year restricted period within the meaning of Regulation S under the Securities Act or (3) pursuant to clauses (e) or (f) above prior to the Resale Restriction Termination Date to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and you. 5. We represent that we are (a) knowledgeable of, or have been independently advised as to, the Securities Laws, (which is defined herein to mean, in respect of each and every offer or sale of the Units, any securities laws having application to us and the Offering other than the laws of the U.S. and all regulatory notices, orders, rules, regulations, policies and other instruments incidental thereto), which would apply to this subscription, if any (b) purchasing the Units pursuant to an applicable exemption from any prospectus, registration or similar requirements under the Securities Laws of that international jurisdiction, or, if such is not applicable, we are permitted to purchase the Units under the Securities Laws of the international jurisdiction without the need to rely on exemptions and (c) that Securities Laws do not require you or the Company to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the international jurisdiction. 6. We hereby make the representations and warranties deemed made by us under the section of the Confidential Information Memorandum dated March 28, 2006 ("Confidential Non-U.S. Purchaser-2 Information Memorandum") relating to the Units entitled "Transfer Restrictions" and agree to be bound by the restrictions set forth in such section. 7. We have received a copy of the Confidential Information Memorandum dated March 28, 2006 and understand that we and our professional advisor(s), if any, have the right to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning the terms and conditions of the offering of the Units to the extent that the Company possesses the same or could acquire it without unreasonable effort or expense, as we and our advisor(s), if any, deem necessary to verify the accuracy of the information referred to in the Confidential Information Memorandum pursuant to which the Company is offering the Units to certain qualified offerees. We represent and agree that we and our professional advisor(s), if any, have asked such questions, received such answers and obtained such information as we have deemed necessary to verify the accuracy (1) of the information referred to in the Confidential Information Memorandum and (2) of any other information that we deem relevant to making an investment decision with respect to the Units. 8. In making the decision to purchase the Units, we have relied solely upon the Confidential Information Memorandum and independent investigation made by us. 9. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Units and invest in or purchase securities similar to the Units in the normal course of our business. Alone, or together with our professional advisor(s), if any, we have adequately analyzed the risks of an investment in the Units and determined that the Units are a suitable investment for us, and that we or any accounts for which we are acting are able at this time and in the foreseeable future to bear the economic risk of a total loss of our investment in the Company, and we acknowledge such a possibility. 10. We and any accounts for which we are acting are acquiring the Units for investment purposes and not with a view to distribution thereof or with any present intention of offering or selling any of the Units in violation of the Securities Act. 11. We are not an "affiliate" (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company. 12. We understand that there is a limited public market for the common shares included in the Units on the Over the Counter Bulletin Board (OTCBB) and no market for Company warrants and that no assurance can be given that the common stock of the Company may be listed for trading on a national exchange or market. 13. We acknowledge that you, the Company and others will rely upon our confirmation, acknowledgments, agreements and binding commitment to purchase Units set forth herein and we agree to notify you promptly if any of our representations or warranties herein ceases to be accurate and complete. 14. We acknowledge and agree that this Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah, without regard to the principles of conflicts of laws that would require the application of the law of any other state. Non-U.S. Purchaser-3 15. You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Subject to the foregoing representations and covenants, we hereby agree and give our binding commitment to purchase Units of the Company, at a purchase price of $8.00 per share, for a total capital contribution in the amount of $1,000,000 (the "Subscription Amount"). The Subscription Amount will be wired to the account of the escrow holder for the Company at the time of delivery of this Subscription Agreement to you, as follows: Beneficiary Bank: [omitted] Beneficiary: [omitted] Subscribed and agreed to this 30th day of March, 2006. By: /s/ Ian Hague Name: Ian Hague Title: Director Note: The following must be completed to be used by Caspian Services, Inc. in preparing stock and warrant certificates: Name in which the shares and warrant are to be registered: Firebird Republics Fund Ltd. Certificate denomination(s): US$ Complete mailing address for delivery of stock certificate(s) for shares, notices and other shareholder communications: FGS Republics Fund Ltd. 152 W. 57th Street, 24th Floor New York, NY 10019 ACCEPTANCE: The above Subscription Agreement is hereby accepted as of the 30th of March, 2006. Caspian Services, Inc. - ------------------------------- By: Geoffrey Hadley, Secretary EX-3 3 e8497218v1.txt EXHIBIT 3 NON-U.S. PURCHASER SUBSCRIPTION AGREEMENT Caspian Services, Inc. 257 East 200 South, Suite 340 Salt Lake City, Utah 84111 Gentlemen: 1. We certify, to enable you to make offers and sales of units, consisting of two shares, par value $0.001 per share common stock and one callable warrant to purchase an additional share of common stock for $5.00, (the "Units"), of Caspian Services, Inc., a Nevada corporation, (the "Company") in accordance with Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), that (1) our principal address is outside the United States, (2) we were located outside the United States at the time any offer to buy the Units was made to us and at the time that the buy order was originated by us, and (3) we are not a "U.S. person" (as defined in Rule 902(o) under the Securities Act) (a "Non-U.S. Person"). 2. We further certify that we are purchasing securities from or through you only for our own account or for the account of one or more other Non-U.S. Persons located outside the United States at the time any offer to buy the Units was made and at the time the buy order was originated by us. 3. We agree to notify you of any change in the certifications herein, and the purchase by us of securities from or through you will constitute a reaffirmation of the certifications herein (as modified by any such notice) as of the time of such purchase. 4. We understand that the Units are being offered in a transaction not involving any public offering within the United States within the meaning of the Securities Act and that neither the Units, nor the common shares included in the Units, the warrant or the common shares underlying the warrants (any reference herein to Unit shall refer both to all of the securities included in the Unit collectively and to each of the securities included in the Unit individually) have been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of each account for which we acquire any Unit, that, if in the future we decide to offer, resell, pledge or otherwise transfer such Unit, prior to the date which is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company (or any predecessor thereto) was the owner of such Unit (the "Resale Restriction Termination Date"), such Unit may be offered, resold, pledged or otherwise transferred only (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) for so long as the Unit is eligible for resale pursuant to Rule 144A under the Securities Act, in a transaction complying with the requirements of Rule 144A to a person who we reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB and to whom notice is given that the offer, resale, pledge or transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act, with the consent of the Company, (e) to an "accredited investor" (within the meaning of Rule 501(a) under the Securities Act) (an "Accredited Investor") that is acquiring the Securities for his, her or its own account or for the account of such an Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof, or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and subject to compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Unit is proposed to be made pursuant to clause (d) above prior to the end of the one-year restricted period within the meaning of Regulation S under the Securities Act or pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver to the Company and to the transfer agent of the Units, a letter from the transferee, which shall provide, as applicable, among other things, that the transferee is (x) an institution that, at the time the buy order was originated, was outside the United States and was not a U.S. person within the meaning of Regulation S under the Securities Act or (y) an Accredited Investor, and that he, she or it is acquiring such Units for investment purposes and not for distribution in violation of the Securities Act. We understand that the registrar and transfer agent for the Units will not be required to accept for registration of transfer any Units acquired by us, except upon presentation of evidence satisfactory to the Company and the transfer agent that the foregoing restrictions on transfer have been complied with. We further understand that any certificates representing Units acquired by us will bear a legend reflecting the substance of this paragraph. Each purchaser acknowledges, on his, her or its own behalf and on behalf of any investor account for which he, she or it is purchasing the Units, that the Company and you reserve the right prior to any offer, sale or other transfer of the Units (1) pursuant to clause (d) above prior to the Resale Restriction Termination Date, (2) prior to the end of the one-year restricted period within the meaning of Regulation S under the Securities Act or (3) pursuant to clauses (e) or (f) above prior to the Resale Restriction Termination Date to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and you. 5. We represent that we are (a) knowledgeable of, or have been independently advised as to, the Securities Laws, (which is defined herein to mean, in respect of each and every offer or sale of the Units, any securities laws having application to us and the Offering other than the laws of the U.S. and all regulatory notices, orders, rules, regulations, policies and other instruments incidental thereto), which would apply to this subscription, if any (b) purchasing the Units pursuant to an applicable exemption from any prospectus, registration or similar requirements under the Securities Laws of that international jurisdiction, or, if such is not applicable, we are permitted to purchase the Units under the Securities Laws of the international jurisdiction without the need to rely on exemptions and (c) that Securities Laws do not require you or the Company to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the international jurisdiction. 6. We hereby make the representations and warranties deemed made by us under the section of the Confidential Information Memorandum dated March 28, 2006 ("Confidential Non-U.S. Purchaser-2 Information Memorandum") relating to the Units entitled "Transfer Restrictions" and agree to be bound by the restrictions set forth in such section. 7. We have received a copy of the Confidential Information Memorandum dated March 28, 2006 and understand that we and our professional advisor(s), if any, have the right to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning the terms and conditions of the offering of the Units to the extent that the Company possesses the same or could acquire it without unreasonable effort or expense, as we and our advisor(s), if any, deem necessary to verify the accuracy of the information referred to in the Confidential Information Memorandum pursuant to which the Company is offering the Units to certain qualified offerees. We represent and agree that we and our professional advisor(s), if any, have asked such questions, received such answers and obtained such information as we have deemed necessary to verify the accuracy (1) of the information referred to in the Confidential Information Memorandum and (2) of any other information that we deem relevant to making an investment decision with respect to the Units. 8. In making the decision to purchase the Units, we have relied solely upon the Confidential Information Memorandum and independent investigation made by us. 9. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Units and invest in or purchase securities similar to the Units in the normal course of our business. Alone, or together with our professional advisor(s), if any, we have adequately analyzed the risks of an investment in the Units and determined that the Units are a suitable investment for us, and that we or any accounts for which we are acting are able at this time and in the foreseeable future to bear the economic risk of a total loss of our investment in the Company, and we acknowledge such a possibility. 10. We and any accounts for which we are acting are acquiring the Units for investment purposes and not with a view to distribution thereof or with any present intention of offering or selling any of the Units in violation of the Securities Act. 11. We are not an "affiliate" (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company. 12. We understand that there is a limited public market for the common shares included in the Units on the Over the Counter Bulletin Board (OTCBB) and no market for Company warrants and that no assurance can be given that the common stock of the Company may be listed for trading on a national exchange or market. 13. We acknowledge that you, the Company and others will rely upon our confirmation, acknowledgments, agreements and binding commitment to purchase Units set forth herein and we agree to notify you promptly if any of our representations or warranties herein ceases to be accurate and complete. 14. We acknowledge and agree that this Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah, without regard to the principles of conflicts of laws that would require the application of the law of any other state. Non-U.S. Purchaser-3 15. You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Subject to the foregoing representations and covenants, we hereby agree and give our binding commitment to purchase Units of the Company, at a purchase price of $8.00 per share, for a total capital contribution in the amount of $5,000,000 (the "Subscription Amount"). The Subscription Amount will be wired to the account of the escrow holder for the Company at the time of delivery of this Subscription Agreement to you, as follows: Beneficiary Bank: [omitted] Beneficiary: [omitted] Subscribed and agreed to this 29th day of March, 2006. By: /s/ James Passin Name: James Passin Title: Director Note: The following must be completed to be used by Caspian Services, Inc. in preparing stock and warrant certificates: Name in which the shares and warrant are to be registered: Firebird Global Master Fund, Ltd. Certificate denomination(s): US$ Complete mailing address for delivery of stock certificate(s) for shares, notices and other shareholder communications: Non-U.S. Purchaser-4 FGS Advisors LLC 152 W. 57th Street, 24th Floor NY, NY 10019 ACCEPTANCE: The above Subscription Agreement is hereby accepted as of the 29th of March, 2006. Caspian Services, Inc. - --------------------------- By: Geoffrey Hadley, Secretary Non-U.S. Purchaser-5 EX-4 4 e8498138v1.txt EXHIBIT 4 NON-U.S. PURCHASER SUBSCRIPTION AGREEMENT Caspian Services, Inc. 257 East 200 South, Suite 340 Salt Lake City, Utah 84111 Gentlemen: 1. We certify, to enable you to make offers and sales of units, consisting of two shares, par value $0.001 per share common stock and one callable warrant to purchase an additional share of common stock for $5.00, (the "Units"), of Caspian Services, Inc., a Nevada corporation, (the "Company") in accordance with Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), that (1) our principal address is outside the United States, (2) we were located outside the United States at the time any offer to buy the Units was made to us and at the time that the buy order was originated by us, and (3) we are not a "U.S. person" (as defined in Rule 902(o) under the Securities Act) (a "Non-U.S. Person"). 2. We further certify that we are purchasing securities from or through you only for our own account or for the account of one or more other Non-U.S. Persons located outside the United States at the time any offer to buy the Units was made and at the time the buy order was originated by us. 3. We agree to notify you of any change in the certifications herein, and the purchase by us of securities from or through you will constitute a reaffirmation of the certifications herein (as modified by any such notice) as of the time of such purchase. 4. We understand that the Units are being offered in a transaction not involving any public offering within the United States within the meaning of the Securities Act and that neither the Units, nor the common shares included in the Units, the warrant or the common shares underlying the warrants (any reference herein to Unit shall refer both to all of the securities included in the Unit collectively and to each of the securities included in the Unit individually) have been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of each account for which we acquire any Unit, that, if in the future we decide to offer, resell, pledge or otherwise transfer such Unit, prior to the date which is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company (or any predecessor thereto) was the owner of such Unit (the "Resale Restriction Termination Date"), such Unit may be offered, resold, pledged or otherwise transferred only (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) for so long as the Unit is eligible for resale pursuant to Rule 144A under the Securities Act, in a transaction complying with the requirements of Rule 144A to a person who we reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB and to whom notice is given that the offer, resale, pledge or transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act, with the consent of the Company, (e) to an "accredited investor" (within the meaning of Rule 501(a) under the Securities Act) (an "Accredited Investor") that is acquiring the Securities for his, her or its own account or for the account of such an Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof, or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and subject to compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Unit is proposed to be made pursuant to clause (d) above prior to the end of the one-year restricted period within the meaning of Regulation S under the Securities Act or pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver to the Company and to the transfer agent of the Units, a letter from the transferee, which shall provide, as applicable, among other things, that the transferee is (x) an institution that, at the time the buy order was originated, was outside the United States and was not a U.S. person within the meaning of Regulation S under the Securities Act or (y) an Accredited Investor, and that he, she or it is acquiring such Units for investment purposes and not for distribution in violation of the Securities Act. We understand that the registrar and transfer agent for the Units will not be required to accept for registration of transfer any Units acquired by us, except upon presentation of evidence satisfactory to the Company and the transfer agent that the foregoing restrictions on transfer have been complied with. We further understand that any certificates representing Units acquired by us will bear a legend reflecting the substance of this paragraph. Each purchaser acknowledges, on his, her or its own behalf and on behalf of any investor account for which he, she or it is purchasing the Units, that the Company and you reserve the right prior to any offer, sale or other transfer of the Units (1) pursuant to clause (d) above prior to the Resale Restriction Termination Date, (2) prior to the end of the one-year restricted period within the meaning of Regulation S under the Securities Act or (3) pursuant to clauses (e) or (f) above prior to the Resale Restriction Termination Date to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and you. 5. We represent that we are (a) knowledgeable of, or have been independently advised as to, the Securities Laws, (which is defined herein to mean, in respect of each and every offer or sale of the Units, any securities laws having application to us and the Offering other than the laws of the U.S. and all regulatory notices, orders, rules, regulations, policies and other instruments incidental thereto), which would apply to this subscription, if any (b) purchasing the Units pursuant to an applicable exemption from any prospectus, registration or similar requirements under the Securities Laws of that international jurisdiction, or, if such is not applicable, we are permitted to purchase the Units under the Securities Laws of the international jurisdiction without the need to rely on exemptions and (c) that Securities Laws do not require you or the Company to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the international jurisdiction. 6. We hereby make the representations and warranties deemed made by us under the section of the Confidential Information Memorandum dated March 28, 2006 ("Confidential Non-U.S. Purchaser-2 Information Memorandum") relating to the Units entitled "Transfer Restrictions" and agree to be bound by the restrictions set forth in such section. 7. We have received a copy of the Confidential Information Memorandum dated March 28, 2006 and understand that we and our professional advisor(s), if any, have the right to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning the terms and conditions of the offering of the Units to the extent that the Company possesses the same or could acquire it without unreasonable effort or expense, as we and our advisor(s), if any, deem necessary to verify the accuracy of the information referred to in the Confidential Information Memorandum pursuant to which the Company is offering the Units to certain qualified offerees. We represent and agree that we and our professional advisor(s), if any, have asked such questions, received such answers and obtained such information as we have deemed necessary to verify the accuracy (1) of the information referred to in the Confidential Information Memorandum and (2) of any other information that we deem relevant to making an investment decision with respect to the Units. 8. In making the decision to purchase the Units, we have relied solely upon the Confidential Information Memorandum and independent investigation made by us. 9. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Units and invest in or purchase securities similar to the Units in the normal course of our business. Alone, or together with our professional advisor(s), if any, we have adequately analyzed the risks of an investment in the Units and determined that the Units are a suitable investment for us, and that we or any accounts for which we are acting are able at this time and in the foreseeable future to bear the economic risk of a total loss of our investment in the Company, and we acknowledge such a possibility. 10. We and any accounts for which we are acting are acquiring the Units for investment purposes and not with a view to distribution thereof or with any present intention of offering or selling any of the Units in violation of the Securities Act. 11. We are not an "affiliate" (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company. 12. We understand that there is a limited public market for the common shares included in the Units on the Over the Counter Bulletin Board (OTCBB) and no market for Company warrants and that no assurance can be given that the common stock of the Company may be listed for trading on a national exchange or market. 13. We acknowledge that you, the Company and others will rely upon our confirmation, acknowledgments, agreements and binding commitment to purchase Units set forth herein and we agree to notify you promptly if any of our representations or warranties herein ceases to be accurate and complete. 14. We acknowledge and agree that this Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah, without regard to the principles of conflicts of laws that would require the application of the law of any other state. Non-U.S. Purchaser-3 15. You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Subject to the foregoing representations and covenants, we hereby agree and give our binding commitment to purchase Units of the Company, at a purchase price of $8.00 per share, for a total capital contribution in the amount of $2,000,000 (the "Subscription Amount"). The Subscription Amount will be wired to the account of the escrow holder for the Company at the time of delivery of this Subscription Agreement to you, as follows: Beneficiary Bank: [omitted] Beneficiary: [omitted] Subscribed and agreed to this 30th day of March, 2006. By: /s/ Ian Hague Name: Ian Hague Title: Director Note: The following must be completed to be used by Caspian Services, Inc. in preparing stock and warrant certificates: Name in which the shares and warrant are to be registered: Firebird Avrora Fund Ltd. Certificate denomination(s): US$ Complete mailing address for delivery of stock certificate(s) for shares, notices and other shareholder communications: Non-U.S. Purchaser-4 Firebird Avrora Fund Ltd. 152 W. 57th Street, 24th Floor NY, NY 10019 ACCEPTANCE: The above Subscription Agreement is hereby accepted as of the 30th of March, 2006. Caspian Services, Inc. - --------------------------- By: Geoffrey Hadley, Secretary Non-U.S. Purchaser-5 -----END PRIVACY-ENHANCED MESSAGE-----