0001144204-12-005296.txt : 20120201
0001144204-12-005296.hdr.sgml : 20120201
20120201164713
ACCESSION NUMBER: 0001144204-12-005296
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120201
DATE AS OF CHANGE: 20120201
GROUP MEMBERS: CHRISTOPHER D. JOHNSON
GROUP MEMBERS: DAVID GRIN
GROUP MEMBERS: EUGENE GRIN
GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC
GROUP MEMBERS: RUSSELL SMITH
GROUP MEMBERS: VALENS CAPITAL MANAGEMENT, LLC
GROUP MEMBERS: VALENS OFFSHORE SPV I, LTD.
GROUP MEMBERS: VALENS OFFSHORE SPV II, CORP.
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: XCel Brands, Inc.
CENTRAL INDEX KEY: 0001083220
STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794]
IRS NUMBER: 760307819
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-61619
FILM NUMBER: 12563101
BUSINESS ADDRESS:
STREET 1: 475 10TH AVENUE
STREET 2: 4TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10018
BUSINESS PHONE: (347) 727-2474
MAIL ADDRESS:
STREET 1: 475 10TH AVENUE
STREET 2: 4TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10018
FORMER COMPANY:
FORMER CONFORMED NAME: NETFABRIC HOLDINGS, INC
DATE OF NAME CHANGE: 20050516
FORMER COMPANY:
FORMER CONFORMED NAME: HOUSTON OPERATING CO
DATE OF NAME CHANGE: 19990402
SC 13G/A
1
v300817_sc13ga.txt
FORM SC 13G/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.4)*
XCEL BRANDS, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
64111Y107
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2011
--------------------------------------------------------------------------------
(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. 64111Y107
--------------------------------------------------------------------------------
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 10,031 shares of Common Stock*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
*Based on 5,742,942 shares of the common stock, par value $0.001 per share
(the "Shares") of Xcel Brands, Inc., a Delaware corporation (the "Company")
outstanding as of November 3, 2011, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 31, 2011. As of
December 31, 2011, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),
Valens Offshore SPV I, Ltd., a Cayman Islands company ("VOFF SPV I") and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Fund and VOFF SPV I,
the "Investors") collectively held (i) a common stock purchase warrant (the
"Warrant") to acquire 1,065 Shares at an exercise price of $0.53 per Share,
subject to certain adjustments, and (ii) 8,966 Shares. The Warrant contains an
issuance limitation prohibiting the Investors from exercising those securities
to the extent that such exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"Issuance Limitation"). The Issuance Limitation may be waived by the Investors
upon 75 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). The Fund is in official liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are
Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris
Johnson Associates Ltd., both Cayman Islands registered companies. The JOLs have
discretion over the management of the Fund and the disposition of its assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended. Laurus Capital Management, LLC ("LCM") acting through its controlling
principals, Eugene Grin and David Grin, provides day to day investment
management services to the Fund and its two feeder funds concerning their
respective assets, including the securities owned by the Fund reported in this
Schedule 13G, as amended, subject to certain oversight and pre-approval rights
of the JOLs 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; all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Fund (subject to the oversight and preapproval rights of
the JOLs), VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended.
The JOLs share voting and investment power over the securities owned by the
Fund.
--------------------------------------------------------------------------------
CUSIP No. 64111Y107
--------------------------------------------------------------------------------
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 10,031 shares of Common Stock*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
*Based on 5,742,942 shares of the common stock, par value $0.001 per share
(the "Shares") of Xcel Brands, Inc., a Delaware corporation (the "Company")
outstanding as of November 3, 2011, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 31, 2011. As of
December 31, 2011, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),
Valens Offshore SPV I, Ltd., a Cayman Islands company ("VOFF SPV I") and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Fund and VOFF SPV I,
the "Investors") collectively held (i) a common stock purchase warrant (the
"Warrant") to acquire 1,065 Shares at an exercise price of $0.53 per Share,
subject to certain adjustments, and (ii) 8,966 Shares. The Warrant contains an
issuance limitation prohibiting the Investors from exercising those securities
to the extent that such exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"Issuance Limitation"). The Issuance Limitation may be waived by the Investors
upon 75 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). The Fund is in official liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are
Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris
Johnson Associates Ltd., both Cayman Islands registered companies. The JOLs have
discretion over the management of the Fund and the disposition of its assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended. Laurus Capital Management, LLC ("LCM") acting through its controlling
principals, Eugene Grin and David Grin, provides day to day investment
management services to the Fund and its two feeder funds concerning their
respective assets, including the securities owned by the Fund reported in this
Schedule 13G, as amended, subject to certain oversight and pre-approval rights
of the JOLs 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; all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Fund (subject to the oversight and preapproval rights of
the JOLs), VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended.
The JOLs share voting and investment power over the securities owned by the
Fund.
--------------------------------------------------------------------------------
CUSIP No. 64111Y107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: CHRISTOPHER D. JOHNSON*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------------------------------------------------------------------------------
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 10,031 shares of Common Stock*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*Based on 5,742,942 shares of the common stock, par value $0.001 per share
(the "Shares") of Xcel Brands, Inc., a Delaware corporation (the "Company")
outstanding as of November 3, 2011, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 31, 2011. As of
December 31, 2011, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),
Valens Offshore SPV I, Ltd., a Cayman Islands company ("VOFF SPV I") and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Fund and VOFF SPV I,
the "Investors") collectively held (i) a common stock purchase warrant (the
"Warrant") to acquire 1,065 Shares at an exercise price of $0.53 per Share,
subject to certain adjustments, and (ii) 8,966 Shares. The Warrant contains an
issuance limitation prohibiting the Investors from exercising those securities
to the extent that such exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"Issuance Limitation"). The Issuance Limitation may be waived by the Investors
upon 75 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). The Fund is in official liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are
Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris
Johnson Associates Ltd., both Cayman Islands registered companies. The JOLs have
discretion over the management of the Fund and the disposition of its assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended. Laurus Capital Management, LLC ("LCM") acting through its controlling
principals, Eugene Grin and David Grin, provides day to day investment
management services to the Fund and its two feeder funds concerning their
respective assets, including the securities owned by the Fund reported in this
Schedule 13G, as amended, subject to certain oversight and pre-approval rights
of the JOLs 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; all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Fund (subject to the oversight and preapproval rights of
the JOLs), VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended.
The JOLs share voting and investment power over the securities owned by the
Fund.
--------------------------------------------------------------------------------
CUSIP No. 64111Y107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: RUSSELL SMITH*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------------------------------------------------------------------------------
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 10,031 shares of Common Stock*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*Based on 5,742,942 shares of the common stock, par value $0.001 per share
(the "Shares") of Xcel Brands, Inc., a Delaware corporation (the "Company")
outstanding as of November 3, 2011, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 31, 2011. As of
December 31, 2011, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),
Valens Offshore SPV I, Ltd., a Cayman Islands company ("VOFF SPV I") and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Fund and VOFF SPV I,
the "Investors") collectively held (i) a common stock purchase warrant (the
"Warrant") to acquire 1,065 Shares at an exercise price of $0.53 per Share,
subject to certain adjustments, and (ii) 8,966 Shares. The Warrant contains an
issuance limitation prohibiting the Investors from exercising those securities
to the extent that such exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"Issuance Limitation"). The Issuance Limitation may be waived by the Investors
upon 75 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). The Fund is in official liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are
Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris
Johnson Associates Ltd., both Cayman Islands registered companies. The JOLs have
discretion over the management of the Fund and the disposition of its assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended. Laurus Capital Management, LLC ("LCM") acting through its controlling
principals, Eugene Grin and David Grin, provides day to day investment
management services to the Fund and its two feeder funds concerning their
respective assets, including the securities owned by the Fund reported in this
Schedule 13G, as amended, subject to certain oversight and pre-approval rights
of the JOLs 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; all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Fund (subject to the oversight and preapproval rights of
the JOLs), VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended.
The JOLs share voting and investment power over the securities owned by the
Fund.
--------------------------------------------------------------------------------
CUSIP No. 64111Y107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------------------------------------------------------------------------------
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 10,031 shares of Common Stock*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
*Based on 5,742,942 shares of the common stock, par value $0.001 per share
(the "Shares") of Xcel Brands, Inc., a Delaware corporation (the "Company")
outstanding as of November 3, 2011, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 31, 2011. As of
December 31, 2011, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),
Valens Offshore SPV I, Ltd., a Cayman Islands company ("VOFF SPV I") and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Fund and VOFF SPV I,
the "Investors") collectively held (i) a common stock purchase warrant (the
"Warrant") to acquire 1,065 Shares at an exercise price of $0.53 per Share,
subject to certain adjustments, and (ii) 8,966 Shares. The Warrant contains an
issuance limitation prohibiting the Investors from exercising those securities
to the extent that such exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"Issuance Limitation"). The Issuance Limitation may be waived by the Investors
upon 75 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). The Fund is in official liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are
Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris
Johnson Associates Ltd., both Cayman Islands registered companies. The JOLs have
discretion over the management of the Fund and the disposition of its assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended. Laurus Capital Management, LLC ("LCM") acting through its controlling
principals, Eugene Grin and David Grin, provides day to day investment
management services to the Fund and its two feeder funds concerning their
respective assets, including the securities owned by the Fund reported in this
Schedule 13G, as amended, subject to certain oversight and pre-approval rights
of the JOLs 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; all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Fund (subject to the oversight and preapproval rights of
the JOLs), VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended.
The JOLs share voting and investment power over the securities owned by the
Fund.
--------------------------------------------------------------------------------
CUSIP No. 64111Y107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 26-0811267
--------------------------------------------------------------------------------
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 10,031 shares of Common Stock*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
*Based on 5,742,942 shares of the common stock, par value $0.001 per share
(the "Shares") of Xcel Brands, Inc., a Delaware corporation (the "Company")
outstanding as of November 3, 2011, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 31, 2011. As of
December 31, 2011, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),
Valens Offshore SPV I, Ltd., a Cayman Islands company ("VOFF SPV I") and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Fund and VOFF SPV I,
the "Investors") collectively held (i) a common stock purchase warrant (the
"Warrant") to acquire 1,065 Shares at an exercise price of $0.53 per Share,
subject to certain adjustments, and (ii) 8,966 Shares. The Warrant contains an
issuance limitation prohibiting the Investors from exercising those securities
to the extent that such exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"Issuance Limitation"). The Issuance Limitation may be waived by the Investors
upon 75 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). The Fund is in official liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are
Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris
Johnson Associates Ltd., both Cayman Islands registered companies. The JOLs have
discretion over the management of the Fund and the disposition of its assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended. Laurus Capital Management, LLC ("LCM") acting through its controlling
principals, Eugene Grin and David Grin, provides day to day investment
management services to the Fund and its two feeder funds concerning their
respective assets, including the securities owned by the Fund reported in this
Schedule 13G, as amended, subject to certain oversight and pre-approval rights
of the JOLs 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; all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Fund (subject to the oversight and preapproval rights of
the JOLs), VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended.
The JOLs share voting and investment power over the securities owned by the
Fund.
--------------------------------------------------------------------------------
CUSIP No. 64111Y107
--------------------------------------------------------------------------------
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 10,031 shares of Common Stock*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
*Based on 5,742,942 shares of the common stock, par value $0.001 per share
(the "Shares") of Xcel Brands, Inc., a Delaware corporation (the "Company")
outstanding as of November 3, 2011, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 31, 2011. As of
December 31, 2011, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),
Valens Offshore SPV I, Ltd., a Cayman Islands company ("VOFF SPV I") and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Fund and VOFF SPV I,
the "Investors") collectively held (i) a common stock purchase warrant (the
"Warrant") to acquire 1,065 Shares at an exercise price of $0.53 per Share,
subject to certain adjustments, and (ii) 8,966 Shares. The Warrant contains an
issuance limitation prohibiting the Investors from exercising those securities
to the extent that such exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"Issuance Limitation"). The Issuance Limitation may be waived by the Investors
upon 75 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). The Fund is in official liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are
Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris
Johnson Associates Ltd., both Cayman Islands registered companies. The JOLs have
discretion over the management of the Fund and the disposition of its assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended. Laurus Capital Management, LLC ("LCM") acting through its controlling
principals, Eugene Grin and David Grin, provides day to day investment
management services to the Fund and its two feeder funds concerning their
respective assets, including the securities owned by the Fund reported in this
Schedule 13G, as amended, subject to certain oversight and pre-approval rights
of the JOLs 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; all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Fund (subject to the oversight and preapproval rights of
the JOLs), VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended.
The JOLs share voting and investment power over the securities owned by the
Fund.
--------------------------------------------------------------------------------
CUSIP No. 64111Y107
--------------------------------------------------------------------------------
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
United States and Israel
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock*
OWNED BY --------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 10,031 shares of Common Stock*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*Based on 5,742,942 shares of the common stock, par value $0.001 per share
(the "Shares") of Xcel Brands, Inc., a Delaware corporation (the "Company")
outstanding as of November 3, 2011, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 31, 2011. As of
December 31, 2011, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),
Valens Offshore SPV I, Ltd., a Cayman Islands company ("VOFF SPV I") and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Fund and VOFF SPV I,
the "Investors") collectively held (i) a common stock purchase warrant (the
"Warrant") to acquire 1,065 Shares at an exercise price of $0.53 per Share,
subject to certain adjustments, and (ii) 8,966 Shares. The Warrant contains an
issuance limitation prohibiting the Investors from exercising those securities
to the extent that such exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"Issuance Limitation"). The Issuance Limitation may be waived by the Investors
upon 75 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). The Fund is in official liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are
Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris
Johnson Associates Ltd., both Cayman Islands registered companies. The JOLs have
discretion over the management of the Fund and the disposition of its assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended. Laurus Capital Management, LLC ("LCM") acting through its controlling
principals, Eugene Grin and David Grin, provides day to day investment
management services to the Fund and its two feeder funds concerning their
respective assets, including the securities owned by the Fund reported in this
Schedule 13G, as amended, subject to certain oversight and pre-approval rights
of the JOLs 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; all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Fund (subject to the oversight and preapproval rights of
the JOLs), VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended.
The JOLs share voting and investment power over the securities owned by the
Fund.
--------------------------------------------------------------------------------
CUSIP No. 64111Y107
--------------------------------------------------------------------------------
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 10,031 shares of Common Stock*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,031 shares of Common Stock*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*Based on 5,742,942 shares of the common stock, par value $0.001 per share
(the "Shares") of Xcel Brands, Inc., a Delaware corporation (the "Company")
outstanding as of November 3, 2011, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 31, 2011. As of
December 31, 2011, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),
Valens Offshore SPV I, Ltd., a Cayman Islands company ("VOFF SPV I") and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Fund and VOFF SPV I,
the "Investors") collectively held (i) a common stock purchase warrant (the
"Warrant") to acquire 1,065 Shares at an exercise price of $0.53 per Share,
subject to certain adjustments, and (ii) 8,966 Shares. The Warrant contains an
issuance limitation prohibiting the Investors from exercising those securities
to the extent that such exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"Issuance Limitation"). The Issuance Limitation may be waived by the Investors
upon 75 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). The Fund is in official liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are
Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris
Johnson Associates Ltd., both Cayman Islands registered companies. The JOLs have
discretion over the management of the Fund and the disposition of its assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended. Laurus Capital Management, LLC ("LCM") acting through its controlling
principals, Eugene Grin and David Grin, provides day to day investment
management services to the Fund and its two feeder funds concerning their
respective assets, including the securities owned by the Fund reported in this
Schedule 13G, as amended, subject to certain oversight and pre-approval rights
of the JOLs 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; all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Fund (subject to the oversight and preapproval rights of
the JOLs), VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended.
The JOLs share voting and investment power over the securities owned by the
Fund.
Item 1(a). Name of Issuer: Xcel Brands, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
475 Tenth Ave, 4th Floor, New York, New York 10018
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,
Valens Capital Management, LLC, a Delaware limited liability
company, Valens Offshore SPV I, Ltd., a Cayman Islands company,
Valens Offshore SPV II, Corp., a Delaware corporation, Christopher
D. Johnson, Russell Smith, Eugene Grin and David Grin. Laurus Master
Fund, Ltd. (in Liquidation) is in official liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint
Official Liquidators are Russell Smith of BDO CRI (Cayman) Ltd. and
Christopher D. Johnson of Chris Johnson Associates, Ltd., both
Cayman Islands registered companies. The Joint Official Liquidators
have discretion over the management of Laurus Master Fund, Ltd. (in
Liquidation) and the disposition of its assets, including the
securities owned by the Laurus Master Fund, Ltd. (in Liquidation)
reported in this Schedule 13G, as amended. Laurus Capital
Management, LLC, acting through its controlling principals, Eugene
Grin and David Grin, provides day to day investment management
services to the Laurus Master Fund, Ltd. (in Liquidation) and its
two feeder funds concerning their respective assets, including the
securities owned by Laurus Master Fund, Ltd. (in Liquidation)
reported in this Schedule 13G, as amended, subject to the oversight
and preapproval rights of the Joint Official Liquidators and Laurus
Capital Management, LLC'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; all of the foregoing subject to specific directions
otherwise given by the Joint Official Liquidators at their
discretion. Valens Capital Management, LLC manages each of Valens
Offshore SPV I, Ltd. and Valens Offshore SPV II, Corp. Eugene Grin
and David Grin, through other entities, are the controlling
principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share voting and investment power over the
securities owned by Laurus Master Fund, Ltd. (in Liquidation)
(subject to the oversight and preapproval rights of the Joint
Official Liquidators), Valens Offshore SPV I, Ltd. and Valens
Offshore SPV II, Corp., reported in this Schedule 13G, as amended.
The Joint Official Liquidators share voting and investment power
over the securities owned by Laurus Master Fund, Ltd. (in
Liquidation). Information related to each of the Joint Official
Liquidators, Laurus Capital Management, LLC, Valens Offshore SPV I,
Ltd., Valens Offshore SPV II, Corp., 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,
875 Third Avenue, 3rd Floor,
New York, NY 10022
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: Class A Common Stock
Item 2(e). CUSIP Number: 64111Y107
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 10,031 shares of Common Stock*
(b) Percent of Class: 0.17%*
(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: 10,031
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:
10,031 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
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 5,742,942 shares of the common stock, par value $0.001 per share
(the "Shares") of Xcel Brands, Inc., a Delaware corporation (the "Company")
outstanding as of November 3, 2011, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 31, 2011. As of
December 31, 2011, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"),
Valens Offshore SPV I, Ltd., a Cayman Islands company ("VOFF SPV I") and Valens
Offshore SPV II, Corp. ("VOFF SPV II" and together with the Fund and VOFF SPV I,
the "Investors") collectively held (i) a common stock purchase warrant (the
"Warrant") to acquire 1,065 Shares at an exercise price of $0.53 per Share,
subject to certain adjustments, and (ii) 8,966 Shares. The Warrant contains an
issuance limitation prohibiting the Investors from exercising those securities
to the extent that such exercise would result in beneficial ownership by the
Investors of more than 9.99% of the Shares then issued and outstanding (the
"Issuance Limitation"). The Issuance Limitation may be waived by the Investors
upon 75 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). The Fund is in official liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are
Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris
Johnson Associates Ltd., both Cayman Islands registered companies. The JOLs have
discretion over the management of the Fund and the disposition of its assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended. Laurus Capital Management, LLC ("LCM") acting through its controlling
principals, Eugene Grin and David Grin, provides day to day investment
management services to the Fund and its two feeder funds concerning their
respective assets, including the securities owned by the Fund reported in this
Schedule 13G, as amended, subject to certain oversight and pre-approval rights
of the JOLs 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; all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM, and share voting and investment power over the
securities owned by the Fund (subject to the oversight and preapproval rights of
the JOLs), VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended.
The JOLs share voting and investment power over the securities owned by the
Fund.
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.
January 31, 2012
---------------------------------
Date
LAURUS MASTER FUND, LTD.
(In Liquidation)
/s/ Russell Smith
---------------------------------
Russell Smith
Joint Official Liquidator (for
the account of Laurus Master
Fund, Ltd. and with no personal
liability)
APPENDIX A
A. Name: Laurus Capital Management, LLC,
a Delaware limited liability company
Business Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Place of Organization: Delaware
B. Name: Valens Capital Management, LLC,
a Delaware limited liability company
Business Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Place of Organization: Delaware
C. Name: Valens Offshore SPV I, Ltd.,
a Cayman Islands company
c/o Valens Capital Management, LLC
Business Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Place of Organization: Cayman Islands
D. Name: Valens Offshore SPV II, Corp.,
a Delaware corporation
c/o Valens Capital Management, LLC
Business Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Place of Organization: Delaware
E. Name: Eugene Grin
Business Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Principal Occupation: Principal of Laurus Capital Management, LLC
Principal of Valens Capital Management, LLC
Citizenship: United States
F. Name: David Grin
Business Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Principal Occupation: Principal of Laurus Capital Management, LLC
Principal of Valens Capital Management, LLC
Citizenship: United States and Israel
G. Name: Christopher D. Johnson
Business Address: Elizabethan Square, 80 Shedden Road, George
Town, Grand Cayman, Cayman Islands KY1-1104
Principal Occupation: Managing Director, Chris Johnson Associates
Ltd.
Citizenship: United Kingdom and Cayman Islands
H. Name: Russell Smith
Business Address: Governors Square, 23 Lime Tree Bay Avenue,
Grand Cayman, Cayman Islands KY1-1205
Principal Occupation: Director, BDO CRI (Cayman) Ltd.
Citizenship: United Kingdom
Each of Laurus Capital Management, LLC, Valens Offshore SPV I, Ltd., Valens
Offshore SPV II, Corp., Valens Capital Management, LLC, Christopher D. Johnson,
Russell Smith, 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/ Eugene Grin
---------------------------------
Eugene Grin
Principal
January 31, 2012
Valens Capital Management, LLC
Valens Offshore SPV I, Ltd.
Valens Offshore SPV II, Corp.
By Valens Capital Management, LLC
Individually and as investment manager
/s/ Eugene Grin
---------------------------------
Eugene Grin
Authorized Signatory
January 31, 2012
/s/ Christopher D. Johnson
---------------------------------
Christopher D. Johnson, on his individual behalf
January 31, 2012
/s/ Russell Smith
---------------------------------
Russell Smith, on his individual behalf
January 31, 2012
/s/ David Grin
---------------------------------
David Grin, on his individual behalf
January 31, 2012
/s/ Eugene Grin
---------------------------------
Eugene Grin, on his individual behalf
January 31, 2012