0001144204-13-040424.txt : 20130722 0001144204-13-040424.hdr.sgml : 20130722 20130722135035 ACCESSION NUMBER: 0001144204-13-040424 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130722 DATE AS OF CHANGE: 20130722 GROUP MEMBERS: CALLIOPE CAPITAL CORP GROUP MEMBERS: CHRIS JOHNSON GROUP MEMBERS: RUSSELL SMITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOVEST INTERNATIONAL INC CENTRAL INDEX KEY: 0000704384 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411412084 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35506 FILM NUMBER: 13978952 BUSINESS ADDRESS: STREET 1: 324 S HYDE PARK AVE STREET 2: SUITE 350 CITY: TAMPA STATE: FL ZIP: 33606 BUSINESS PHONE: 813-864-2554 MAIL ADDRESS: STREET 1: 324 S HYDE PARK AVE STREET 2: SUITE 350 CITY: TAMPA STATE: FL ZIP: 33606 FORMER COMPANY: FORMER CONFORMED NAME: CELLEX BIOSCIENCES INC DATE OF NAME CHANGE: 19930528 FORMER COMPANY: FORMER CONFORMED NAME: ENDOTRONICS INC DATE OF NAME CHANGE: 19930525 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 SC 13G/A 1 v350504_sc13ga.htm SCHEDULE 13G/A

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d - 102)

 

Under the Securities Exchange Act of 1934

 

Amendment No. 5

 

 

BIOVEST INTERNATIONAL, INC.

(Name of Issuer)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

 

N/A 

(CUSIP Number)

 

 

July 18, 2013 

(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)
xRule 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. N/A
   
1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. (In Official 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   3,045,637 shares of Common Stock.*
OWNED    
BY EACH 6 SHARED VOTING POWER:
REPORTING    
PERSON   1,211,869 shares of Common Stock.*
     
  7 SOLE DISPOSITIVE POWER:
     
    3,045,637 shares of Common Stock.*
     
  8 SHARED DISPOSITIVE POWER:
     
     1,211,869 shares of Common Stock.*

   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,257,506 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
   
  4.26%*
   
12 TYPE OF REPORTING PERSON
   
  OO

 

* Based on 100,000,000 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of July 9, 2013, following the confirmation and effectiveness of the Company’s First Amended Plan of Reorganization (“Plan”).  Following confirmation of the Plan and the allocation of shares on July 18, 2013, Laurus Master Fund, Ltd. (In Official Liquidation) and its wholly-owned subsidiary Calliope Capital Corporation (“Calliope”) own an aggregate of 4,257,506 Shares. The previously issued common stock and secured convertible notes owned by the Reporting Persons and certain other persons and reported in Amendment No. 4 to this Schedule 13G were extinguished by the Plan and replaced by the Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators (“JOLs”) are Chris Johnson of Chris Johnson Associates, Ltd. and Russell Smith of BDO CRI. The JOLs have discretion over the management of the Fund and Calliope and the disposition of their respective assets, including the securities owned by the Fund and Calliope reported in this Schedule 13G, as amended. As of January 8, 2013, Laurus Capital Management, LLC ceased to provide investment management services to the Fund. The JOLs share voting and investment power over the securities owned by the Fund and Calliope.

 
 

 

5
 
CUSIP No. N/A
   
1 NAME OF REPORTING PERSON: Calliope Capital Corporation
   
  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237865
   
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   1,211,869 shares of Common Stock.*
OWNED BY    
EACH 6 SHARED VOTING POWER:
REPORTING    
PERSON   0 shares of Common Stock.*
     
  7 SOLE DISPOSITIVE POWER:
     
    1,211,869 shares of Common Stock.*
     
  8 SHARED DISPOSITIVE POWER:
     
    0 shares of Common Stock.*

   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,211,869 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
   
  1.21%
   
12 TYPE OF REPORTING PERSON
   
  OO

 

* Based on 100,000,000 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of July 9, 2013, following the confirmation and effectiveness of the Company’s First Amended Plan of Reorganization (“Plan”).  Following confirmation of the Plan and the allocation of shares on July 18, 2013, Laurus Master Fund, Ltd. (In Official Liquidation) and its wholly-owned subsidiary Calliope Capital Corporation (“Calliope”) own an aggregate of 4,257,506 Shares. The previously issued common stock and secured convertible notes owned by the Reporting Persons and certain other persons and reported in Amendment No. 4 to this Schedule 13G were extinguished by the Plan and replaced by the Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators (“JOLs”) are Chris Johnson of Chris Johnson Associates, Ltd. and Russell Smith of BDO CRI. The JOLs have discretion over the management of the Fund and Calliope and the disposition of their respective assets, including the securities owned by the Fund and Calliope reported in this Schedule 13G, as amended. As of January 8, 2013, Laurus Capital Management, LLC ceased to provide investment management services to the Fund. The JOLs share voting and investment power over the securities owned by the Fund and Calliope.

 

 

 
 

 

 
CUSIP No. N/A
   
1 NAME OF REPORTING PERSON: Chris Johnson
   
   
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: 0 shares of Common Stock. *
SHARES    
BENEFICIALLY 6 SHARED VOTING POWER: 4,257,506 shares of Common Stock. *
OWNED BY    
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING    
PERSON 8 SHARES DISPOSITIVE POWER: 4,257,506 shares of Common Stock. *

   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  4,257,506 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
  4.26%
   
12 TYPE OF REPORTING PERSON
  IN

 

* Based on 100,000,000 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of July 9, 2013, following the confirmation and effectiveness of the Company’s First Amended Plan of Reorganization (“Plan”).  Following confirmation of the Plan and the allocation of shares on July 18, 2013, Laurus Master Fund, Ltd. (In Official Liquidation) and its wholly-owned subsidiary Calliope Capital Corporation (“Calliope”) own an aggregate of 4,257,506 Shares. The previously issued common stock and secured convertible notes owned by the Reporting Persons and certain other persons and reported in Amendment No. 4 to this Schedule 13G were extinguished by the Plan and replaced by the Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators (“JOLs”) are Chris Johnson of Chris Johnson Associates, Ltd. and Russell Smith of BDO CRI. The JOLs have discretion over the management of the Fund and Calliope and the disposition of their respective assets, including the securities owned by the Fund and Calliope reported in this Schedule 13G, as amended. As of January 8, 2013, Laurus Capital Management, LLC ceased to provide investment management services to the Fund. The JOLs share voting and investment power over the securities owned by the Fund and Calliope.

 

 
 

 

 
CUSIP No. N/A
   
1 NAME OF REPORTING PERSON: Russell Smith
   
   
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: 0 shares of Common Stock. *
SHARES    
BENEFICIALLY 6 SHARED VOTING POWER: 4,257,506 shares of Common Stock. *
OWNED BY    
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING    
PERSON 8 SHARES DISPOSITIVE POWER: 4,257,506 shares of Common Stock. *

   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  4,257,506 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
  4.26%
   
12 TYPE OF REPORTING PERSON
  IN

 

* Based on 100,000,000 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of July 9, 2013, following the confirmation and effectiveness of the Company’s First Amended Plan of Reorganization (“Plan”).  Following confirmation of the Plan and the allocation of shares on July 18, 2013, Laurus Master Fund, Ltd. (In Official Liquidation) and its wholly-owned subsidiary Calliope Capital Corporation (“Calliope”) own an aggregate of 4,257,506 Shares. The previously issued common stock and secured convertible notes owned by the Reporting Persons and certain other persons and reported in Amendment No. 4 to this Schedule 13G were extinguished by the Plan and replaced by the Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators (“JOLs”) are Chris Johnson of Chris Johnson Associates, Ltd. and Russell Smith of BDO CRI. The JOLs have discretion over the management of the Fund and Calliope and the disposition of their respective assets, including the securities owned by the Fund and Calliope reported in this Schedule 13G, as amended. As of January 8, 2013, Laurus Capital Management, LLC ceased to provide investment management services to the Fund. The JOLs share voting and investment power over the securities owned by the Fund and Calliope.

 

 
 
Item 1(a).Name of Issuer: Biovest International, Inc.

 

Item 1(b).Address of Issuer's Principal Executive Offices:

324 S. Hyde Park Avenue, Suite 350, Tampa, Florida 33606

 

Item 2(a).Name of Person Filing: Laurus Master Fund, Ltd. (In Official Liquidation)*

 

This Schedule 13G, as amended, is also filed on behalf of Calliope Capital Corporation, a Delaware corporation and wholly-owned subsidiary of Laurus Master Fund, Ltd. (In Official Liquidation), Chris Johnson and Russell Smith. Laurus Master Fund, Ltd. (In Official Liquidation) is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators are Chris Johnson of Chris Johnson Smith Associates, Ltd. and Russell Smith of BDO CRI. The Joint Official Liquidators have discretion over the management of Laurus Master Fund, Ltd. (In Official Liquidation) and Calliope Capital Corporation and the disposition of their respective assets, including the securities owned by them 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 Official Liquidation). Information related to each of the Joint Official Liquidators and Calliope Capital Corporation is set forth on Appendix A hereto.

 

Item 2(b).Address of Principal Business Office or if none, Residence:

c/o The Joint Official Liquidators at their respective offices set forth on Appendix A hereto.

 

Item 2(c).Citizenship: Cayman Islands

 

Item 2(d).Title of Class of Securities: Common Stock

 

Item 2(e).CUSIP Number: N/A

 

Item 3.Not Applicable

 

Item 4.Ownership:

 

(a)Amount Beneficially Owned: 4,257,506 shares of Common Stock*

 

(b)Percent of Class: 4.26%*

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 3,045,637 shares of Common Stock*

 

(ii)shared power to vote or to direct the vote: 1,211,869 shares of Common Stock*

 

(iii)sole power to dispose or to direct the disposition of: 3,045,637 shares of Common Stock*

 

(iv)shared power to dispose or to direct the disposition of: 1,211,869 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 beneficial owner of more than 5 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 100,000,000 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of July 9, 2013, following the confirmation and effectiveness of the Company’s First Amended Plan of Reorganization (“Plan”).  Following confirmation of the Plan and the allocation of shares on July 18, 2013, Laurus Master Fund, Ltd. (In Official Liquidation) and its wholly-owned subsidiary Calliope Capital Corporation (“Calliope”) own an aggregate of 4,257,506 Shares. The previously issued common stock and secured convertible notes owned by the Reporting Persons and certain other persons and reported in Amendment No. 4 to this Schedule 13G were extinguished by the Plan and replaced by the Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators (“JOLs”) are Chris Johnson of Chris Johnson Associates, Ltd. and Russell Smith of BDO CRI. The JOLs have discretion over the management of the Fund and Calliope and the disposition of their respective assets, including the securities owned by the Fund and Calliope reported in this Schedule 13G, as amended. As of January 8, 2013, Laurus Capital Management, LLC ceased to provide investment management services to the Fund. The JOLs share voting and investment power over the securities owned by the Fund and Calliope.

 

 

 

 

 
 

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.

 

Date: July 22, 2013

 

  LAURUS MASTER FUND, LTD. (IN OFFICIAL
  LIQUIDATION)
   
  /s/ Russell Smith
  Russell Smith
  Joint Official Liquidator (for the account of Laurus Master Fund, Ltd. and with no personal liability)
   
   
  CALLIOPE CAPITAL CORPORATION
   
   
  /s/ Russell Smith
  Russell Smith
  Joint Official Liquidator (for the account of Laurus Master Fund, Ltd. and with no personal liability)
   
  /s/ Chris Johnson
  Chris Johnson, on his individual behalf
   
   
   
  /s/ Russell Smith
  Russell Smith, on his individual behalf

 

 

 

 
 

APPENDIX A

 

 

A.    
  Name: Chris 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: Cayman Islands
     
     
B. Name: Russell Smith
     
  Business Address: 2nd Floor, Building 3 Governors Square, 23 Lime Tree Bay Avenue, Grand Cayman, Cayman Islands KY1-1205,
  Principal Occupation: Director, BDO CRI
     
  Citizenship: Cayman Islands
     
C. Name: Calliope Capital Corporation
     
  Business Address: 2nd Floor, Building 3 Governors Square, 23 Lime Tree Bay Avenue, Grand Cayman, Cayman Islands KY1-1205 or Elizabethan Square, 80 Shedden Road, George Town, Grand Cayman, Cayman Islands KY1-1104
     
  Citizenship: Delaware