-----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, Eky998jJ4+muqnRiKu41LLz7NPMhAiGElDumpNMjKG3yTyiqPZ3WRppXo+ihIzsR Jux0956yipBWB25oUz4gkw== 0001144204-07-007898.txt : 20070214 0001144204-07-007898.hdr.sgml : 20070214 20070214142520 ACCESSION NUMBER: 0001144204-07-007898 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC 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 13G/A BUSINESS ADDRESS: STREET 1: 152 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125415800 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JAGGED PEAK, INC. CENTRAL INDEX KEY: 0001121793 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 912007478 STATE OF INCORPORATION: NV FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62177 FILM NUMBER: 07618291 BUSINESS ADDRESS: STREET 1: 2701 N. ROCKY POINT DRIVE, SUITE 1250 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 800-430-1312 MAIL ADDRESS: STREET 1: 2701 N. ROCKY POINT DRIVE, SUITE 1250 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: ABSOLUTE GLASS PROTECTION INC DATE OF NAME CHANGE: 20030305 FORMER COMPANY: FORMER CONFORMED NAME: BENCHMARK TECHNOLOGY CORP DATE OF NAME CHANGE: 20000810 SC 13G/A 1 v065872_sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* JAGGED PEAK, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 47008R103 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2006 - -------------------------------------------------------------------------------- (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. 47008R103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 1,405,522 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,405,522 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,405,522 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 CO - -------------------------------------------------------------------------------- - ------------ * Based on 14,069,297 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company"), as disclosed by the Company to Laurus Master Fund, Ltd. (the "Fund") on December 14, 2006. As of December 14, 2006, the Fund held (i) a Secured Convertible Term Note, in the aggregate initial principal amount of $2,000,000, which is convertible into Shares at a conversion rate of $1.00 per Share, subject to certain adjustments (the "Term Note") and (ii) a warrant (the "Warrant") to acquire 706,000 Shares, at an exercise price of $0.01 per Share. Each of the Term Note, and Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Fund upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). With respect to the Term Note, the Term Note shall also automatically become null and void upon receipt by the holder of a notice of redemption from the Issuer. The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 47008R103 - -------------------------------------------------------------------------------- 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) |_| - -------------------------------------------------------------------------------- 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 1,405,522 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,405,522 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,405,522 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 14,069,297 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company"), as disclosed by the Company to Laurus Master Fund, Ltd. (the "Fund") on December 14, 2006. As of December 14, 2006, the Fund held (i) a Secured Convertible Term Note, in the aggregate initial principal amount of $2,000,000, which is convertible into Shares at a conversion rate of $1.00 per Share, subject to certain adjustments (the "Term Note") and (ii) a warrant (the "Warrant") to acquire 706,000 Shares, at an exercise price of $0.01 per Share. Each of the Term Note, and Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Fund upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). With respect to the Term Note, the Term Note shall also automatically become null and void upon receipt by the holder of a notice of redemption from the Issuer. The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 47008R103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 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 1,405,522 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,405,522 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,405,522 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 14,069,297 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company"), as disclosed by the Company to Laurus Master Fund, Ltd. (the "Fund") on December 14, 2006. As of December 14, 2006, the Fund held (i) a Secured Convertible Term Note, in the aggregate initial principal amount of $2,000,000, which is convertible into Shares at a conversion rate of $1.00 per Share, subject to certain adjustments (the "Term Note") and (ii) a warrant (the "Warrant") to acquire 706,000 Shares, at an exercise price of $0.01 per Share. Each of the Term Note, and Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Fund upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). With respect to the Term Note, the Term Note shall also automatically become null and void upon receipt by the holder of a notice of redemption from the Issuer. The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 47008R103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 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 1,405,522 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,405,522 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,405,522 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 14,069,297 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company"), as disclosed by the Company to Laurus Master Fund, Ltd. (the "Fund") on December 14, 2006. As of December 14, 2006, the Fund held (i) a Secured Convertible Term Note, in the aggregate initial principal amount of $2,000,000, which is convertible into Shares at a conversion rate of $1.00 per Share, subject to certain adjustments (the "Term Note") and (ii) a warrant (the "Warrant") to acquire 706,000 Shares, at an exercise price of $0.01 per Share. Each of the Term Note, and Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Fund upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). With respect to the Term Note, the Term Note shall also automatically become null and void upon receipt by the holder of a notice of redemption from the Issuer. The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. Item 1(a). Name of Issuer: JAGGED PEAK, INC. Item 1(b). Address of Issuer's Principal Executive Offices: 13577 Feather Sound Drive, Suite 330, Clearwater, Florida 33762 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. This Schedule 13G, as amended, is also filed on behalf of Laurus Capital Management, LLC, a Delaware limited liability company, Eugene Grin and David Grin. Laurus Capital Management, LLC manages Laurus Master Fund, Ltd. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the shares owned by Laurus Master Fund, Ltd. Information related to each of Laurus Capital Management, LLC, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: c/o Laurus Capital Management, LLC, 825 Third Avenue, 14th Floor, New York, NY 10022 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 47008R103 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 1,405,522 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: 1,405,522 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: 1,405,522 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 14,069,297 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of Jagged Peak, Inc., a Nevada corporation (the "Company"), as disclosed by the Company to Laurus Master Fund, Ltd. (the "Fund") on December 14, 2006. As of December 14, 2006, the Fund held (i) a Secured Convertible Term Note, in the aggregate initial principal amount of $2,000,000, which is convertible into Shares at a conversion rate of $1.00 per Share, subject to certain adjustments (the "Term Note") and (ii) a warrant (the "Warrant") to acquire 706,000 Shares, at an exercise price of $0.01 per Share. Each of the Term Note, and Warrant contains an issuance limitation prohibiting the Fund from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by the Fund upon at least 61 days prior notice to the Company and shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). With respect to the Term Note, the Term Note shall also automatically become null and void upon receipt by the holder of a notice of redemption from the Issuer. The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. 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 14, 2007 --------------------------------- Date /s/ David Grin --------------------------------- David Grin Director APPENDIX A A. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business Address: 825 Third Avenue, 14th Floor New York, New York 10022 Place of Organization: Delaware B. Name: Eugene Grin Business Address: 825 Third Avenue, 14th Floor New York, New York 10022 Principal Occupation: Director of Laurus Master Fund, Ltd. Principal of Laurus Capital Management, LLC Citizenship: United States C. Name: David Grin Business Address: 825 Third Avenue, 14th Floor New York, New York 10022 Principal Occupation: Director of Laurus Master Fund, Ltd. Principal of Laurus Capital Management, LLC Citizenship: Israel Each of Laurus 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. Laurus Capital Management, LLC /s/ David Grin - --------------------------------- David Grin Principal February 14, 2007 /s/ David Grin - --------------------------------- David Grin, on his individual behalf February 14, 2007 /s/ Eugene Grin - --------------------------------- Eugene Grin, on his individual behalf February 14, 2007 -----END PRIVACY-ENHANCED MESSAGE-----