-----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, SNm+MAVNdBFPAYbDv9N3ZgYazD2E46NAKh/l+bPoRph09tx7vbKva6edifaJum/7 6yt+X8/PzHcjw8wcidFueA== 0001144204-09-006794.txt : 20090211 0001144204-09-006794.hdr.sgml : 20090211 20090211130726 ACCESSION NUMBER: 0001144204-09-006794 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: PROMETHEAN INDUSTRIES, INC. GROUP MEMBERS: VALENS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: VALENS OFFSHORE SPV I, LTD. 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: ICF CORP CENTRAL INDEX KEY: 0000754568 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 363021754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56693 FILM NUMBER: 09588696 BUSINESS ADDRESS: STREET 1: 2840 HOWE ROAD STREET 2: SUITE D CITY: MARTINEZ STATE: CA ZIP: 94553 BUSINESS PHONE: 8185563333 MAIL ADDRESS: STREET 1: 2840 HOWE ROAD STREET 2: SUITE D CITY: MARTINEZ STATE: CA ZIP: 94553 FORMER COMPANY: FORMER CONFORMED NAME: COMC INC DATE OF NAME CHANGE: 19961230 FORMER COMPANY: FORMER CONFORMED NAME: AUTOMEDIX SCIENCES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TRIMEDYNE BIOMEDICAL INC DATE OF NAME CHANGE: 19860819 SC 13G/A 1 v139496_sc13ga2.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO. 2)* ICF CORPORATION --------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 449243104 --------- (CUSIP Number) December 31, 2008 ----------------- (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 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. 449243104 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd.* (In Liquidation) 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) |X| - -------------------------------------------------------------------------------- 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 450,407 shares of Common Stock. * ------------------------------------------------------------------ 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * ------------------------------------------------------------------ 8 SHARES DISPOSITIVE POWER: 450,407 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,407 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 4.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Based on 9,026,194 shares of common stock par value $0.01 per share (the "Shares"), outstanding of ICF Corporation, a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-QSB for the fiscal year ended September 30, 2005. As of December 31, 2008, Promethean Industries, Inc. ("Promethean") and Valens Offshore SPV I, Ltd. ("Valens Offshore" and together with Promethean, the "Investors") held (i) a warrant (the "November Warrant") to purchase up to 886,534 Shares at an exercise price of $0.10 per Share, subject to certain adjustments, and (ii) a warrant (the "July Warrant", and together with the November Warrant, the "Warrants") to purchase 500,000 Shares at an exercise price of $0.01 per share, subject to certain adjustments. The July Warrant contains an issuance limitation prohibiting the Investors from exercising such instruments to the extent that such exercise would result in beneficial ownership by the Investors of the difference between 4.99% of the Shares then issued and outstanding and the number of Shares beneficially held by Investors (the "First 4.99% Issuance Limitation"). The November Warrant contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by Investors of more than 4.99% of the Shares then issued and outstanding (the "Second 4.99% Issuance Limitation" and together with the First 4.99% Issuance Limitation, the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation shall automatically become null and void upon the occurrence and during the continuance of an Event of Default (as defined in the applicable instrument). Additionally, in the case of the Second November Warrant, the 4.99% Issuance Limitation may be waived by Investors upon 75 days prior notice to the Issuer. Promethean is a wholly-owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Promethean reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens Offshore is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Valens Offshore as reported in this Schedule 13G, as amended. CUSIP No. 449243104 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Promethean Industries, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237864 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 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 450,407 shares of Common Stock. * ------------------------------------------------------------------ 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * ------------------------------------------------------------------ 8 SHARES DISPOSITIVE POWER: 450,407 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,407 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 4.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Based on 9,026,194 shares of common stock par value $0.01 per share (the "Shares"), outstanding of ICF Corporation, a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-QSB for the fiscal year ended September 30, 2005. As of December 31, 2008, Promethean Industries, Inc. ("Promethean") and Valens Offshore SPV I, Ltd. ("Valens Offshore" and together with Promethean, the "Investors") held (i) a warrant (the "November Warrant") to purchase up to 886,534 Shares at an exercise price of $0.10 per Share, subject to certain adjustments, and (ii) a warrant (the "July Warrant", and together with the November Warrant, the "Warrants") to purchase 500,000 Shares at an exercise price of $0.01 per share, subject to certain adjustments. The July Warrant contains an issuance limitation prohibiting the Investors from exercising such instruments to the extent that such exercise would result in beneficial ownership by the Investors of the difference between 4.99% of the Shares then issued and outstanding and the number of Shares beneficially held by Investors (the "First 4.99% Issuance Limitation"). The November Warrant contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by Investors of more than 4.99% of the Shares then issued and outstanding (the "Second 4.99% Issuance Limitation" and together with the First 4.99% Issuance Limitation, the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation shall automatically become null and void upon the occurrence and during the continuance of an Event of Default (as defined in the applicable instrument). Additionally, in the case of the Second November Warrant, the 4.99% Issuance Limitation may be waived by Investors upon 75 days prior notice to the Issuer. Promethean is a wholly-owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Promethean reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens Offshore is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Valens Offshore as reported in this Schedule 13G, as amended. CUSIP No. 449243104 - -------------------------------------------------------------------------------- 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) |X| - -------------------------------------------------------------------------------- 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 450,407 shares of Common Stock. * ------------------------------------------------------------------ 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * ------------------------------------------------------------------ 8 SHARES DISPOSITIVE POWER: 450,407 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,407 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 4.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 9,026,194 shares of common stock par value $0.01 per share (the "Shares"), outstanding of ICF Corporation, a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-QSB for the fiscal year ended September 30, 2005. As of December 31, 2008, Promethean Industries, Inc. ("Promethean") and Valens Offshore SPV I, Ltd. ("Valens Offshore" and together with Promethean, the "Investors") held (i) a warrant (the "November Warrant") to purchase up to 886,534 Shares at an exercise price of $0.10 per Share, subject to certain adjustments, and (ii) a warrant (the "July Warrant", and together with the November Warrant, the "Warrants") to purchase 500,000 Shares at an exercise price of $0.01 per share, subject to certain adjustments. The July Warrant contains an issuance limitation prohibiting the Investors from exercising such instruments to the extent that such exercise would result in beneficial ownership by the Investors of the difference between 4.99% of the Shares then issued and outstanding and the number of Shares beneficially held by Investors (the "First 4.99% Issuance Limitation"). The November Warrant contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by Investors of more than 4.99% of the Shares then issued and outstanding (the "Second 4.99% Issuance Limitation" and together with the First 4.99% Issuance Limitation, the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation shall automatically become null and void upon the occurrence and during the continuance of an Event of Default (as defined in the applicable instrument). Additionally, in the case of the Second November Warrant, the 4.99% Issuance Limitation may be waived by Investors upon 75 days prior notice to the Issuer. Promethean is a wholly-owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Promethean reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens Offshore is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Valens Offshore as reported in this Schedule 13G, as amended. CUSIP No. 449243104 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0539781 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 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 450,407 shares of Common Stock. * ------------------------------------------------------------------ 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * ------------------------------------------------------------------ 8 SHARES DISPOSITIVE POWER: 450,407 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,407 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 4.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 9,026,194 shares of common stock par value $0.01 per share (the "Shares"), outstanding of ICF Corporation, a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-QSB for the fiscal year ended September 30, 2005. As of December 31, 2008, Promethean Industries, Inc. ("Promethean") and Valens Offshore SPV I, Ltd. ("Valens Offshore" and together with Promethean, the "Investors") held (i) a warrant (the "November Warrant") to purchase up to 886,534 Shares at an exercise price of $0.10 per Share, subject to certain adjustments, and (ii) a warrant (the "July Warrant", and together with the November Warrant, the "Warrants") to purchase 500,000 Shares at an exercise price of $0.01 per share, subject to certain adjustments. The July Warrant contains an issuance limitation prohibiting the Investors from exercising such instruments to the extent that such exercise would result in beneficial ownership by the Investors of the difference between 4.99% of the Shares then issued and outstanding and the number of Shares beneficially held by Investors (the "First 4.99% Issuance Limitation"). The November Warrant contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by Investors of more than 4.99% of the Shares then issued and outstanding (the "Second 4.99% Issuance Limitation" and together with the First 4.99% Issuance Limitation, the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation shall automatically become null and void upon the occurrence and during the continuance of an Event of Default (as defined in the applicable instrument). Additionally, in the case of the Second November Warrant, the 4.99% Issuance Limitation may be waived by Investors upon 75 days prior notice to the Issuer. Promethean is a wholly-owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Promethean reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens Offshore is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Valens Offshore as reported in this Schedule 13G, as amended. CUSIP No. 449243104 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 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 450,407 shares of Common Stock. * ------------------------------------------------------------------ 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * ------------------------------------------------------------------ 8 SHARES DISPOSITIVE POWER: 450,407 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,407 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 4.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 9,026,194 shares of common stock par value $0.01 per share (the "Shares"), outstanding of ICF Corporation, a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-QSB for the fiscal year ended September 30, 2005. As of December 31, 2008, Promethean Industries, Inc. ("Promethean") and Valens Offshore SPV I, Ltd. ("Valens Offshore" and together with Promethean, the "Investors") held (i) a warrant (the "November Warrant") to purchase up to 886,534 Shares at an exercise price of $0.10 per Share, subject to certain adjustments, and (ii) a warrant (the "July Warrant", and together with the November Warrant, the "Warrants") to purchase 500,000 Shares at an exercise price of $0.01 per share, subject to certain adjustments. The July Warrant contains an issuance limitation prohibiting the Investors from exercising such instruments to the extent that such exercise would result in beneficial ownership by the Investors of the difference between 4.99% of the Shares then issued and outstanding and the number of Shares beneficially held by Investors (the "First 4.99% Issuance Limitation"). The November Warrant contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by Investors of more than 4.99% of the Shares then issued and outstanding (the "Second 4.99% Issuance Limitation" and together with the First 4.99% Issuance Limitation, the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation shall automatically become null and void upon the occurrence and during the continuance of an Event of Default (as defined in the applicable instrument). Additionally, in the case of the Second November Warrant, the 4.99% Issuance Limitation may be waived by Investors upon 75 days prior notice to the Issuer. Promethean is a wholly-owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Promethean reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens Offshore is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Valens Offshore as reported in this Schedule 13G, as amended. CUSIP No. 449243104 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 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 450,407 shares of Common Stock. * ------------------------------------------------------------------ 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * ------------------------------------------------------------------ 8 SHARES DISPOSITIVE POWER: 450,407 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,407 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 4.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 9,026,194 shares of common stock par value $0.01 per share (the "Shares"), outstanding of ICF Corporation, a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-QSB for the fiscal year ended September 30, 2005. As of December 31, 2008, Promethean Industries, Inc. ("Promethean") and Valens Offshore SPV I, Ltd. ("Valens Offshore" and together with Promethean, the "Investors") held (i) a warrant (the "November Warrant") to purchase up to 886,534 Shares at an exercise price of $0.10 per Share, subject to certain adjustments, and (ii) a warrant (the "July Warrant", and together with the November Warrant, the "Warrants") to purchase 500,000 Shares at an exercise price of $0.01 per share, subject to certain adjustments. The July Warrant contains an issuance limitation prohibiting the Investors from exercising such instruments to the extent that such exercise would result in beneficial ownership by the Investors of the difference between 4.99% of the Shares then issued and outstanding and the number of Shares beneficially held by Investors (the "First 4.99% Issuance Limitation"). The November Warrant contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by Investors of more than 4.99% of the Shares then issued and outstanding (the "Second 4.99% Issuance Limitation" and together with the First 4.99% Issuance Limitation, the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation shall automatically become null and void upon the occurrence and during the continuance of an Event of Default (as defined in the applicable instrument). Additionally, in the case of the Second November Warrant, the 4.99% Issuance Limitation may be waived by Investors upon 75 days prior notice to the Issuer. Promethean is a wholly-owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Promethean reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens Offshore is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Valens Offshore as reported in this Schedule 13G, as amended. CUSIP No. 449243104 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 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 450,407 shares of Common Stock. * ------------------------------------------------------------------ 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * ------------------------------------------------------------------ 8 SHARES DISPOSITIVE POWER: 450,407 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,407 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 4.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 9,026,194 shares of common stock par value $0.01 per share (the "Shares"), outstanding of ICF Corporation, a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-QSB for the fiscal year ended September 30, 2005. As of December 31, 2008, Promethean Industries, Inc. ("Promethean") and Valens Offshore SPV I, Ltd. ("Valens Offshore" and together with Promethean, the "Investors") held (i) a warrant (the "November Warrant") to purchase up to 886,534 Shares at an exercise price of $0.10 per Share, subject to certain adjustments, and (ii) a warrant (the "July Warrant", and together with the November Warrant, the "Warrants") to purchase 500,000 Shares at an exercise price of $0.01 per share, subject to certain adjustments. The July Warrant contains an issuance limitation prohibiting the Investors from exercising such instruments to the extent that such exercise would result in beneficial ownership by the Investors of the difference between 4.99% of the Shares then issued and outstanding and the number of Shares beneficially held by Investors (the "First 4.99% Issuance Limitation"). The November Warrant contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by Investors of more than 4.99% of the Shares then issued and outstanding (the "Second 4.99% Issuance Limitation" and together with the First 4.99% Issuance Limitation, the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation shall automatically become null and void upon the occurrence and during the continuance of an Event of Default (as defined in the applicable instrument). Additionally, in the case of the Second November Warrant, the 4.99% Issuance Limitation may be waived by Investors upon 75 days prior notice to the Issuer. Promethean is a wholly-owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Promethean reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens Offshore is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Valens Offshore as reported in this Schedule 13G, as amended. CUSIP No. 449243104 Item 1(a). Name of Issuer: ICF Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 4030 Pike Lane, Suite C Concord, California 94520 St. Paul, MN 55113-2528 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. (In Liquidation) This Schedule 13G (as amended) is also filed on behalf of Laurus Capital Management, LLC, a Delaware limited liability company, Promethean Industries, Inc., a Delaware corporation, Valens Offshore SPV I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, Eugene Grin and David Grin. Promethean Industries, Inc. is a wholly owned subsidiary of Laurus Master Fund Ltd. (In Liquidation). Laurus Master Fund, Ltd. (In Liquidation) is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC, acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to Laurus Master Fund, Ltd. (In Liquidation) and its two feeder funds concerning their respective assets, including securities owned by Promethean Industries, Inc. reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and Laurus Capital Management, LLC's obligations to Laurus Master Fund, Ltd. (In Liquidation) under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens Offshore SPV I, Ltd. is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and share sole voting and investment power over the shares owned by Valens Offshore SPV I, Ltd. Information related to each of Laurus Capital Management, LLC, Promethean Industries, Inc., Valens Offshore SPV I, Ltd., Valens 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, 335 Madison Avenue, 10th Floor, New York, NY 10017 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock ("Common Stock") Item 2(e). CUSIP Number: 449243104 Item 3. Not Applicable CUSIP No. 449243104 Item 4. Ownership: (a) Amount Beneficially Owned: 450,407 shares of Common Stock (b) Percent of Class: 4.99% (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: 450,407 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: 450,407 shares of Common Stock. * Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the owner of more than five percent of the class of securities, check the following: |X| 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 CUSIP No. 449243104 Item 10. Certification: By signing below, I certify 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 9,026,194 shares of common stock par value $0.01 per share (the "Shares"), outstanding of ICF Corporation, a Delaware corporation (the "Company") as disclosed on the Company's Quarterly Report on Form 10-QSB for the fiscal year ended September 30, 2005. As of December 31, 2008, Promethean Industries, Inc. ("Promethean") and Valens Offshore SPV I, Ltd. ("Valens Offshore" and together with Promethean, the "Investors") held (i) a warrant (the "November Warrant") to purchase up to 886,534 Shares at an exercise price of $0.10 per Share, subject to certain adjustments, and (ii) a warrant (the "July Warrant", and together with the November Warrant, the "Warrants") to purchase 500,000 Shares at an exercise price of $0.01 per share, subject to certain adjustments. The July Warrant contains an issuance limitation prohibiting the Investors from exercising such instruments to the extent that such exercise would result in beneficial ownership by the Investors of the difference between 4.99% of the Shares then issued and outstanding and the number of Shares beneficially held by Investors (the "First 4.99% Issuance Limitation"). The November Warrant contains an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by Investors of more than 4.99% of the Shares then issued and outstanding (the "Second 4.99% Issuance Limitation" and together with the First 4.99% Issuance Limitation, the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation shall automatically become null and void upon the occurrence and during the continuance of an Event of Default (as defined in the applicable instrument). Additionally, in the case of the Second November Warrant, the 4.99% Issuance Limitation may be waived by Investors upon 75 days prior notice to the Issuer. Promethean is a wholly-owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Promethean reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens Offshore is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Valens Offshore as reported in this Schedule 13G, as amended. CUSIP No. 449243104 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 11, 2009 ---------------------- Date LAURUS MASTER FUND, LTD. (IN LIQUIDATION) By: Laurus Capital Management, LLC, its investment manager /s/ Eugene Grin ---------------------- Eugene Grin Principal CUSIP No. 449243104 APPENDIX A A. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware B. Name: Promethean Industries, Inc., a Delaware corporation Business Address: c/o Laurus Capital Management, LLC 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware C. Name: Valens Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware D. Name: Valens Offshore SPV I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Cayman Islands E. Name: Eugene Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC Citizenship: United States F. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC Citizenship: Israel CUSIP No. 449243104 Each of Laurus Capital Management, LLC, Promethean Industries, Inc., Valens Offshore SPV I, Ltd., Valens Capital Management, LLC, Eugene Grin and David Grin hereby agree, by their execution below, that the Schedule 13G to which this Appendix A is attached is filed on behalf of each of them, respectively. Promethean Industries, Inc. Laurus Capital Management, LLC By: Laurus Capital Management, LLC Individually and as Investment Manager /s/ Eugene Grin - ----------------------------------------- Eugene Grin Principal February 11, 2009 Valens Offshore SPV I, Ltd. Valens Capital Management, LLC By: Valens Capital Management, LLC Individually and as Investment Manager /s/ Eugene Grin - ----------------------------------------- Eugene Grin Principal February 11, 2009 /s/ David Grin - ----------------------------------------- David Grin February 11, 2009 /s/ Eugene Grin - ----------------------------------------- Eugene Grin February 11, 2009 -----END PRIVACY-ENHANCED MESSAGE-----