-----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, WqTz+JRJ8WkuXwKMmVMW343EhR5nvaN5yhNLBum67eQILYoNWaTrs2HkxDCjkjOt 0KsNIsWX9mu7E6gVkFSp9Q== 0001144204-04-009498.txt : 20040702 0001144204-04-009498.hdr.sgml : 20040702 20040702171817 ACCESSION NUMBER: 0001144204-04-009498 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040702 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYCLE COUNTRY ACCESSORIES CORP CENTRAL INDEX KEY: 0001157758 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 421523809 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79923 FILM NUMBER: 04900746 BUSINESS ADDRESS: STREET 1: 2188 HWY 86 CITY: MILFORD STATE: IA ZIP: 51351 MAIL ADDRESS: STREET 1: 2188 HWY 86 CITY: MILFORD STATE: IA ZIP: 51351 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS MASTER FUND LTD CENTRAL INDEX KEY: 0001189294 IRS NUMBER: 980337673 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125415800 SC 13D/A 1 v04345_sc13da.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) Cycle Country Accessories Corp. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 232984104 - -------------------------------------------------------------------------------- (CUSIP Number) David Grin Director Laurus Master Fund, Ltd. 825 Third Avenue, 14th Floor New York, NY 10022 Telephone: (212) 541-5800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 22, 2004 - ------------------------------------------------------------------------------ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) - ------------------------------------------------------------------------------ Page 2 CUSIP No. 232984104 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 98-0337673 Laurus Master Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 7 SOLE VOTING POWER: 458,906 NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 458,906 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 458,906 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.00% 14 TYPE OF REPORTING PERSON:* CO Page 3 Item 1. Security and Issuer. The Amendment No. 1 to the Statement on Schedule 13D filed with the U.S. Securities Exchange Commission on June 30, 2004 is filed with respect to the Common Stock of Cycle Country Accessories Corp. The principal executive offices of the Cycle Country Accessories Corp. are located at P.O. Box 239, 2188 Highway 86, Milford, Iowa 51351. Item 2. Identity and Background No Change Page 4 Item 3. Source and Amount of Funds or Other Consideration. No Change Item 4. Purpose of the Transaction No Change Item 5. Interests in Securities of the Issuer. (a) Number of Shares Beneficially Owned: 458,906 shares Right to Acquire: 40,000 shares (included in amount beneficially owned set forth above) Percent of Class: 11.00% (based upon 4,171,000 shares of common stock outstanding). (b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares: 458,906 shares Shared Power to Vote, Direct the Vote of, or Dispose of Shares: None (c) Recent Transactions: The Reporting Person sold on the American Stock Exchange the following shares of Common Stock of the Issuer on the following dates in the following amounts and received the following proceeds from such sale: Date Sold Amount of Proceeds received shares sold from sale of shares Price per Share 6/8/2004 1,801 $ 9,394.84 $ 5.22 6/9/2004 10,600 $ 54,204.44 $ 5.11 6/10/2004 6,900 $ 36,429.44 $ 5.28 6/16/2004 10,600 $ 55,777.44 $ 5.26 6/17/2004 1,900 $ 9,977.09 $ 5.25 6/22/2004 5,400 $ 28,485.44 $ 5.28 6/28/2004 50,100 $252,504.00 $ 5.04 6/29/2004 4,500 $ 22,500.00 $ 5.00 Page 5 On June 2, 2004, the Reporting Person converted $117,900 of its preferred stock investment in a subsidiary of the issuer into 30,000 shares of Common Stock of the Issuer, which investment was initially made pursuant to the Securities Purchase Agreement and the Related Agreements referred to below. On June 22, 2004, the Reporting Person agreed with the Issuer (notwithstanding the terms of prior agreements limiting the Reporting Person's right to own no more than 4.99% of the issued and outstanding Common Stock of the Issuer) to convert into 478,906 shares of Common Stock of the Issuer $1,879,350 of its preferred stock investment in a subsidiary of the Issuer made pursuant to a Securities Purchase Agreement, dated as of June 9, 2003, between the Issuer and the Reporting Person (as amended, modified or supplemented from time to time, the "Securities Purchase Agreement"), and certain related agreements referred to, or entered into in connection with, the Securities Purchase Agreement (such related agreements, as amended, modified or supplemented from time to time, the "Related Agreements"). Each of the Securities Purchase Agreement and the Related Agreements are included as Exhibits hereto. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: N/A Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. No Change Item 7. Material to Be Filed as Exhibits. No Change 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 as of July 1, 2004. Laurus Master Fund, Ltd. By: /s/ David Grin David Grin Director Page 6 APPENDIX A No Change EXHIBIT INDEX No Change -----END PRIVACY-ENHANCED MESSAGE-----