0001144204-11-059787.txt : 20111027 0001144204-11-059787.hdr.sgml : 20111027 20111027160807 ACCESSION NUMBER: 0001144204-11-059787 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111027 DATE AS OF CHANGE: 20111027 GROUP MEMBERS: LAMPE, CONWAY & CO., LLC GROUP MEMBERS: RICHARD F. CONWAY GROUP MEMBERS: STEVEN G. LAMPE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Access to Money, Inc. CENTRAL INDEX KEY: 0000749254 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 930809419 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47069 FILM NUMBER: 111161991 BUSINESS ADDRESS: STREET 1: 1101 KINGS HIGHWAY N STREET 2: SUITE G100 CITY: CHERRY HILL STATE: NJ ZIP: 08034 BUSINESS PHONE: 8008778762X2718 MAIL ADDRESS: STREET 1: 1101 KINGS HIGHWAY N STREET 2: SUITE G100 CITY: CHERRY HILL STATE: NJ ZIP: 08034 FORMER COMPANY: FORMER CONFORMED NAME: TRM CORP DATE OF NAME CHANGE: 19980928 FORMER COMPANY: FORMER CONFORMED NAME: TRM COPY CENTERS CORP DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: ALL COPY CORP DATE OF NAME CHANGE: 19911216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LC CAPITAL MASTER FUND LTD CENTRAL INDEX KEY: 0001222051 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O LAMPE CONWAY & CO LLC STREET 2: 730 FIFTH AVENUE STE 1002 CITY: NEW YORK STATE: NY ZIP: 10019-4105 BUSINESS PHONE: 2125818989 MAIL ADDRESS: STREET 1: C/O TRIDENT FUND SERVICES (BVI) LIMITED STREET 2: PO BOX 146, WATERFRONT DR, WICKHAMS CAY CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 SC 13D/A 1 v238343_sc13da.htm AMENDMENT TO FORM SC 13D Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)

ACCESS TO MONEY, INC.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
872636105
(CUSIP Number)
 
Lampe, Conway & Co., LLC
680 Fifth Avenue — 12th Floor
New York, New York 10019-5429
Tel: (212) 581-8989
 
(Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications)
 
October 6, 2011
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨
 
 
 
 

CUSIP No. 23962Q100
Page 2 of 7
 
1
NAMES OF REPORTING PERSONS
 
LC Capital Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  ¨ 
 
(b) x 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
   
0
 
8
SHARED VOTING POWER
 
   
10,997,903
 
9
SOLE DISPOSITIVE POWER
 
   
0
 
10
SHARED DISPOSITIVE POWER
 
   
10,997,903
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,997,903
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  
¨ 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.4%
14
TYPE OF REPORTING PERSON (see instructions)
 
CO
 
 
 
 
 
CUSIP No. 23962Q100
Page 3 of 7
 
1
NAMES OF REPORTING PERSONS
 
Lampe, Conway & Co., LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  ¨
 
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
   
0
 
8
SHARED VOTING POWER
   
11,124,903
 
9
SOLE DISPOSITIVE POWER
   
0
 
10
SHARED DISPOSITIVE POWER
   
11,124,903
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,124,903
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.8%
14
TYPE OF REPORTING PERSON (see instructions)
 
OO, IA
 
 
 
 
 
CUSIP No. 23962Q100
Page 4 of 7
 
1
NAMES OF REPORTING PERSONS
 
Steven G. Lampe
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  ¨
 
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
   
0
 
8
SHARED VOTING POWER
   
11,124,903
 
9
SOLE DISPOSITIVE POWER
   
0
 
10
SHARED DISPOSITIVE POWER
   
11,124,903
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,124,903
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.8%
14
TYPE OF REPORTING PERSON (see instructions)
 
IN, HC
 
 
 
 
 
CUSIP No. 23962Q100
Page 5 of 7
 
1
NAMES OF REPORTING PERSONS
 
Richard F. Conway
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  ¨
 
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
   
0
 
8
SHARED VOTING POWER
   
11,124,903
 
9
SOLE DISPOSITIVE POWER
   
0
 
10
SHARED DISPOSITIVE POWER
   
11,124,903
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,124,903
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.8%
14
TYPE OF REPORTING PERSON (see instructions)
 
IN, HC
 
 
 
 

CUSIP No. 23962Q100
Page 6 of 7
 
Item 1.  Security and Issuer.

This Amendment No. 8 to Schedule 13D, which amends the Amendment No. 7 to Schedule 13D dated August 30, 2011, relates to the shares of common stock of Access to Money, Inc., a Delaware corporation (the “Issuer”), and is being filed pursuant to Rule 13d-1 and Rule 13d-2, as applicable, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The principal executive offices of the Issuer are located at 1101 Kings Highway N, Suite G100, Cherry Hill, NJ 08034.

Item 2.  Identity and Background.

 N/A.

Item 3.  Source and Amount of Funds or Other Consideration.

 N/A.

Item 4.  Purpose of Transaction.

 N/A.

Item 5.  Interest in Securities of the Issuer.

N/A.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and revised:

On October 6, 2011, the Issuer entered into a Promissory Note and Security Agreement (the "Loan Agreement") with LC Capital Master Fund, Ltd. ("Master Fund"), pursuant to which Master Fund agreed to loan the Issuer up to $750,000 (the "Loan").  Each advance under the Loan Agreement shall be in an amount of up to $250,000 (each, an "Advance" and collectively, the "Advances").  Advances under the Loan Agreement initially accrue interest at a rate of 6% per annum.  On and after the three month anniversary of the Loan Agreement, Advances  accrue interest at a rate of 10% per annum.  Advances under the Loan Agreement are secured by a first priority security interest in certain automatic teller machines (the "Master Fund Collateral") as approved by Sovereign Bank.  

In connection with the Loan Agreement, on October 6, 2011, the Issuer entered into an amendment to the Intercreditor and Subordination Agreement dated as of September 3, 2010 (the "Amendment") with Sovereign Bank, Lampe Conway & Company, LLC, Master Fund and Cadence Special Holdings II, LLC.  Pursuant to the Amendment, Sovereign Bank agreed to permit Master Fund to have a first lien and security interest in the Master Fund Collateral.  The amount of the priority interest is equal to the lesser of: (i) the amount advanced under the Loan Agreement and (ii) $750,000 plus any accrued interest.  Other than as revised by the Amendment, the terms and conditions set forth in the Intercreditor and Subordination Agreement remain in effect.

The foregoing descriptions of the Loan Agreement and the Amendment do not purport to be complete and are subject to, and qualified in their entirety by, reference to the Loan Agreement and Amendment, which are incorporated herein by reference to Exhibits 10.1 and 10.2, respectively, to the Issuer’s Form 8-K filed on October 11, 2011.

Item 7.  Material to be Filed as Exhibits

 N/A.
 
 
 
 
CUSIP No. 23962Q100
Page 7 of 7

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 27, 2011

 
LC CAPITAL MASTER FUND, LTD.
   
 
By:
/s/ Richard F. Conway
 
Name: Richard F. Conway
 
Title: Director
   
 
LAMPE, CONWAY & CO., LLC
   
 
By:
/s/ Richard F. Conway
 
Name: Richard F. Conway
 
Title: Managing Member
   
 
By:
/s/ Steven G. Lampe
 
Name: Steven G. Lampe
   
 
By:
/s/ Richard F. Conway
 
Name: Richard F. Conway