-----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, Vx5jEmS3O+xcaiQZi5YK2ui9Vwlg7Smj/un2aFw7/VIta5V1EnJp8ilOy8MNMV4k dGqYwZrLGcJWiQFWwbapaw== 0001108017-07-000677.txt : 20071001 0001108017-07-000677.hdr.sgml : 20071001 20071001172025 ACCESSION NUMBER: 0001108017-07-000677 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071001 DATE AS OF CHANGE: 20071001 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTRAOP MEDICAL CORP CENTRAL INDEX KEY: 0001120817 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 870642947 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79706 FILM NUMBER: 071146866 BUSINESS ADDRESS: STREET 1: 570 DEL REY AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4086361020 MAIL ADDRESS: STREET 1: 570 DEL REY AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 FORMER COMPANY: FORMER CONFORMED NAME: DIGITALPREVIEWS COM INC DATE OF NAME CHANGE: 20000801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jacob Capital, L.L.C. CENTRAL INDEX KEY: 0001413809 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-479-4947 MAIL ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G 1 intraopsc13g.htm intraopsc13g.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. __)*
 
IntraOp Medical Corporation
(Name of Issuer)
 
Common Stock, $.001 par value
(Title of Class of Securities)
 
46118N101
(CUSIP Number)
 
September 19, 2007
(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)

*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).
 
-1-

13 G
CUSIP No. 46118N101

1.
Names of Reporting Persons
Victory Park Capital 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.
Citizenship or Place of Organization
 
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
5,020,167
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
5,020,167
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,020,167*
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
11.
Percent of Class Represented by Amount in Row (9)
 
5.6%
12.
Type of Reporting Person (See Instructions)
 
OO
 
*
Excludes 5,653,578 shares issuable upon exercise of warrants which are exercisable only if the Second Closing (as defined in Item 4(a)) occurs.
-2-

13 G
CUSIP No. 46118N101

1.
Names of Reporting Persons
Victory Park Master Fund, Ltd.
 
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.
Citizenship or Place of Organization
 
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With
5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
5,020,167
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
5,020,167
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,020,167*
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
11.
Percent of Class Represented by Amount in Row (9)
 
5.6%
12.
Type of Reporting Person (See Instructions)
 
OO
 
*
Excludes 5,653,578 shares issuable upon exercise of warrants which are exercisable only if the Second Closing (as defined in Item 4(a)) occurs.

-3-

13 G
CUSIP No. 46118N101

1.
Names of Reporting Persons
Jacob Capital, L.L.C.
 
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.
Citizenship or Place of Organization
 
Illinois
Number of Shares Beneficially Owned by Each Reporting Person With
5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
5,020,167
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
5,020,167
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,020,167*
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
11.
Percent of Class Represented by Amount in Row (9)
 
5.6%
12.
Type of Reporting Person (See Instructions)
 
OO
 
*
Excludes 5,653,578 shares issuable upon exercise of warrants which are exercisable only if the Second Closing (as defined in Item 4(a)) occurs.
-4-

13 G
CUSIP No. 46118N101

1.
Names of Reporting Persons
Richard Levy
 
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.
Citizenship or Place of Organization
 
USA
Number of Shares Beneficially Owned by Each Reporting Person With
5.
Sole Voting Power
 
0
6.
Shared Voting Power
 
5,020,167
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power
 
5,020,167
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,020,167*
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
11.
Percent of Class Represented by Amount in Row (9)
 
5.6%
12.
Type of Reporting Person (See Instructions)
 
IN
 
*
Excludes 5,653,578 shares issuable upon exercise of warrants which are exercisable only if the Second Closing (as defined in Item 4(a)) occurs.
-5-


 
Item 1(a)
Name of Issuer:
 
     
 
IntraOp Medical Corporation (the “Issuer”)
 
     
Item 1(b)
Address of Issuer’s Principal Executive Offices:
 
     
 
570 Del Rey Avenue
 
 
Sunnyvale, CA 94085
 
     
Item 2(a)
Name of Person Filing:
 
     
 
Victory Park Capital Advisors, LLC
 
 
Victory Park Master Fund, Ltd.
 
 
Jacob Capital, L.L.C.
 
 
Richard Levy
 
     
 
Victory Park Capital Advisors, LLC is the investment manager for Victory Park Master
  Fund, Ltd.  Jacob Capital, L.L.C. is the manager of Victory Park Capital Advisors, LLC. 
  Richard Levy is the sole member of Jacob Capital, L.L.C and sole manager of Victory
 
Park Capital Advisors, LLC.
 
     
Item 2(b)
Address of Principal Business Office or, if none, Residence:
 
     
 
The business address for each of the reporting persons, other than Victory Park Master
  Fund, Ltd., is 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606.  The 
  business address for Victory Park Master Fund, Ltd. is c/o Walkers SPV Limited,
 
Walker House, 87 Mary Street, George Town, Grand Cayman, KY1 9002 Cayman Islands. 
   
Item 2(c)
Citizenship:
 
     
 
Victory Park Capital Advisors, LLC is a Delaware limited liability company. 
 
Victory Park Master Fund, Ltd. is a Cayman Islands exempted company. 
 
Jacob Capital, L.L.C. is an Illinois limited liability company. 
 
Richard Levy is a citizen of the United States. 
     
Item 2(d)
Title of Class of Securities:
 
     
 
Common Stock, par value per share $.001 (the “Common Stock”) 
 
-6-

 
   
Item 2(e)
CUSIP Number:
 
     
 
46118N101
 
     
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
 
Not Applicable
 
     
Item 4.
Ownership
 
     
 
As of September 19, 2007:
 
     
           
(a)    Amount beneficially owned:
 
     
 
Victory Park Capital Advisors, LLC
5,020,167 shares
 
Victory Park Master Fund, Ltd.
5,020,167 shares
 
Jacob Capital, L.L.C.
5,020,167 shares
 
Richard Levy
5,020,167 shares
     
 
Victory Park Master Fund, Ltd. is the record holder of warrents to acquire 5,653,578 shares of the Issuer’s common stock. The warrants are exercisable only after the Second Closing, as such term is defined in that certain Common Stock and Warrant Purchase Agreement, dated as of August 17, 2007, by and between the Issuer, Lacuna Venture Fund LLLP and certain other investor parties thereto (the “Purchase Agreement”).  The Second Closing is subject to satisfaction of certain terms and conditions under the Purchase Agreement, which are not in the control of the reporting persons. The warrants must be exercised in full within 10 days after the Second Closing.  Since the reporting persons cannot be sure that the Second Closing will occur, the shares underlying the warrants have not been included in the number of shares beneficially owned by the reporting persons.
     
           
(b)    Percent of class:
 
     
 
Victory Park Capital Advisors, LLC
5.6%
 
Victory Park Master Fund, Ltd.
5.6%
 
Jacob Capital, L.L.C.
5.6%
 
Richard Levy
5.6%
 
-7-

 
     
           
(c)    Number of shares as to which the person has: 
     
 
(i)    Sole power to vote or to direct the vote
 
     
 
Victory Park Capital Advisors, LLC
0 shares
 
Victory Park Master Fund, Ltd.
0 shares
 
Jacob Capital, L.L.C.
0 shares
 
Richard Levy
0 shares
     
 
(ii)           Shared power to vote or to direct the vote
 
     
 
Victory Park Capital Advisors, LLC
5,020,167 shares
 
Victory Park Master Fund, Ltd.
5,020,167 shares
 
Jacob Capital, L.L.C.
5,020,167 shares
 
Richard Levy
5,020,167 shares
     
 
(iii)           Sole power to dispose or direct the disposition of 
   
 
Victory Park Capital Advisors, LLC
0 shares
 
Victory Park Master Fund, Ltd.
0 shares
 
Jacob Capital, L.L.C.
0 shares
 
Richard Levy
0 shares
     
 
(iv)           Shared power to dispose or to direct the disposition of 
     
 
Victory Park Capital Advisors, LLC
5,020,167 shares
 
Victory Park Master Fund, Ltd.
5,020,167 shares
 
Jacob Capital, L.L.C.
5,020,167 shares
 
Richard Levy
5,020,167 shares
     
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 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 
     
 
Not Applicable.
 
     
Item 9.
Notice of Dissolution of Group
 
     
 
Not Applicable.
 
     
Item 10.
Certification
 
     
 
By signing below each of Victory Park Capital Advisors, LLC, Victory Park Master
  Fund, Ltd., Jacob Capital, L.L.C. and Richard Levy certify that, to the best of such 
  reporting person’s 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.
 

-8-

 
SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, each of Victory Park Capital Advisors, LLC, Victory Park Master Fund, Ltd., Jacob Capital, L.L.C. and Richard Levy certify that the information set forth in this statement is true, complete and correct.
 
 
Date:  October 1, 2007

 
VICTORY PARK CAPITAL ADVISORS, LLC

By:           Jacob Capital, L.L.C., its Manager

By:   /s/ Richard Levy
      Name:  Richard Levy
      Title:    Sole Member

 
VICTORY PARK MASTER FUND, LTD.


By:  /s/ Richard Levy
      Name:  Richard Levy
      Title:     Attorney-in-Fact


JACOB CAPITAL, L.L.C.


By:  /s/ Richard Levy
      Name:  Richard Levy
      Title:     Sole Member



  /s/ Richard Levy
Richard Levy

 
-9-

 
 
Exhibit 1
 
 
JOINT FILING AGREEMENT
 
 
In accordance with Rule 13d-1(k) 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 of Dirt Motor Sports, Inc. 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 1st day of October, 2007.
 
 
VICTORY PARK CAPITAL ADVISORS, L.L.C.
 
By: Jacob Capital , L.L.C., its Manager
 
By: /s/ Richard Levy
Name: Richard Levy
Title: Sole Member
 
 
VICTORY PARK MASTER FUND, LTD.
 
By: /s/ Richard Levy
Name: Richard Levy
Title: Attorney-in-Fact
 
 
JACOB CAPITAL, L.L.C.
 
By: /s/ Richard Levy
Name: Richard Levy
Title: Sole Member
 
By: /s/ Richard Levy
Richard Levy
 

-10-


 
Exhibit 2
 
 
POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
 
    Ronan Guilfoyle and Roger H. Hanson, each hereby make, constitute and appoint each of:
 
    Richard Levy, and
 
    Matthew Ray,
 
 
acting individually, as each of our agents and attorneys-in-fact, with full power of substitution, for the purpose of, from time to time, executing in either of our names and/or our capacities as directors of Victory Park Master Fund, Ltd. all documents, certificates, instruments, statements, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.
 
 
IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.
 
 
Date: September 28, 2007
 
 
/s/ Ronan Guilfoyle
Ronan Guilfoyle,
as Director of Victory Park Master Fund, Ltd.
 
/s/ Roger H. Hanson
Roger H. Hanson,
as Director of Victory Park Master Fund, Ltd.
 

-11-



 
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