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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G/A |
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Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Spherix Incorporated
(formerly Biospherics Incorporated)
(Name of Issuer)
Common Stock, $.005 par value
(Title of Class of Securities)
84842R106
(CUSIP Number)
Gerald F. Stahlecker
c/o Rose Glen Capital Management, L.P.
3 Bala Plaza East, Suite 501
251 St. Asaphs Road
Bala Cynwyd, PA 19004
(610) 617-5900
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons 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. 84842R106 |
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1. |
Names of Reporting Persons/I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons/I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons/I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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Item 1. |
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(a) |
Name
of Issuer |
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(b) |
Address
of Issuers Principal Executive Offices |
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Item 2. |
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(a) |
Name
of Person Filing |
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(b) |
Address
of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(1) |
RGC
International Investors, LDC (RGC) |
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(2) |
Rose
Glen Capital Management, L.P. (Rose Glen) |
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(3) |
RGC
General Partner Corp. (Partner) |
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RGC is a private investment fund. Rose Glen is the investment manager of RGC, and Partner is the general partner of Rose Glen. |
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(d) |
Title
of Class of Securities |
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(e) |
CUSIP
Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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N/A |
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If this statement is filed pursuant to Rule 13d-1(c), check this box. ý |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: 0 |
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(b) |
Percent of class: 0.00% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 0 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 0 |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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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 five percent of the class of securities, check the following. ý |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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N/A |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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N/A |
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Item 8. |
Identification and Classification of Members of the Group |
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N/A |
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Item 9. |
Notice of Dissolution of Group |
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N/A |
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Item 10. |
Certification |
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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. |
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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.
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RGC International Investors, LDC |
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By: |
Rose Glen Capital Management, L.P. |
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By: |
RGC General Partner Corp. |
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Dated: January 28, 2005 |
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By: |
/s/ Gerald F. Stahlecker |
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Gerald F. Stahlecker |
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Managing Director |
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Rose Glen Capital Management, L.P. |
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By: |
RGC General Partner Corp. |
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Dated: January 28, 2005 |
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By: |
/s/ Gerald F. Stahlecker |
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Gerald F. Stahlecker |
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Managing Director |
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RGC General Partner Corp. |
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Dated: January 28, 2005 |
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By: |
/s/ Gerald F. Stahlecker |
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Gerald F. Stahlecker |
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Managing Director |
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7
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is used in the Schedule 13G/A referred to below) on behalf of each of them of a statement on Schedule 13G/A (including amendments thereto) with respect to the common stock, par value $.005 per share, of Spherix Incorporated, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 28th day of January, 2005.
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RGC International Investors, LDC |
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By: |
Rose Glen Capital Management, L.P. |
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By: |
RGC General Partner Corp. |
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Dated: January 28, 2005 |
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By: |
/s/ Gerald F. Stahlecker |
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Gerald F. Stahlecker |
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Managing Director |
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Rose Glen Capital Management, L.P. |
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By: |
RGC General Partner Corp. |
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Dated: January 28, 2005 |
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By: |
/s/ Gerald F. Stahlecker |
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Gerald F. Stahlecker |
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Managing Director |
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RGC General Partner Corp. |
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Dated: January 28, 2005 |
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By: |
/s/ Gerald F. Stahlecker |
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Gerald F. Stahlecker |
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Managing Director |
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