-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NIs/zQuRaCfsqMrDr6I9oJlr9t1rbjXdTMXp3ps0ZRjnF3sZnIFdKgKjtZ4DU2G7 iIh0NgqOd7/BAdZ7xRxxNA== 0001017951-10-000186.txt : 20101018 0001017951-10-000186.hdr.sgml : 20101018 20101018163112 ACCESSION NUMBER: 0001017951-10-000186 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101018 DATE AS OF CHANGE: 20101018 GROUP MEMBERS: JUSTIN B. BORUS GROUP MEMBERS: LAZARUS MANAGEMENT COMPANY LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTHENTIDATE HOLDING CORP CENTRAL INDEX KEY: 0000885074 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 141673067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-54235 FILM NUMBER: 101128336 BUSINESS ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 9087871700 MAIL ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 FORMER COMPANY: FORMER CONFORMED NAME: BITWISE DESIGNS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAZARUS INVESTMENT PARTNERS LLLP CENTRAL INDEX KEY: 0001232118 IRS NUMBER: 562347695 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2401 EAST SECOND AVENUE STREET 2: SUITE 400 CITY: DENVER STATE: CO ZIP: 80206 BUSINESS PHONE: 3033029035 MAIL ADDRESS: STREET 1: 2401 EAST SECOND AVENUE STREET 2: SUITE 400 CITY: DENVER STATE: CO ZIP: 80206 SC 13G 1 sc13g_authentidate101310.htm SCHEDULE 13G sc13g_authentidate101310.htm



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934


Authentidate Holding Corp.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
052666104
 
(CUSIP Number)
 
October 13, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

ý               Rule 13d-1(b)


ý               Rule 13d-1(c)


o               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)


 
- 1 -

 

1.
 
Names of Reporting Persons.
LAZARUS INVESTMENT PARTNERS LLLP 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)          o
(b)         o
3.
 
SEC Use Only
4.
 
Citizenship or Place of Organization
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5.
 
Sole Voting Power
3,363,078
6.
 
Shared Voting Power
0
7.
 
Sole Dispositive Power
3,363,078
8.
 
Shared Dispositive Power
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
3,363,078
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
11.
 
Percent of Class Represented by Amount in Row (9)
7.3%
12.
 
Type of Reporting Person (See Instructions)
PN



 
- 2 -

 

1.
 
Names of Reporting Persons.
LAZARUS MANAGEMENT COMPANY LLC
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)          o
(b)         o
3.
 
SEC Use Only
4.
 
Citizenship or Place of Organization
Colorado
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5.
 
Sole Voting Power
3,363,078
6.
 
Shared Voting Power
0
7.
 
Sole Dispositive Power
3,363,078
8.
 
Shared Dispositive Power
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
3,363,078
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
11.
 
Percent of Class Represented by Amount in Row (9)
7.3%
12.
 
Type of Reporting Person (See Instructions)
IA


 
- 3 -

 

1.
 
Names of Reporting Persons.
JUSTIN B. BORUS
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)          o
(b)         o
3.
 
SEC Use Only
4.
 
Citizenship or Place of Organization
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5.
 
Sole Voting Power
3,363,078
6.
 
Shared Voting Power
0
7.
 
Sole Dispositive Power
3,363,078
8.
 
Shared Dispositive Power
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
3,363,078
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
11.
 
Percent of Class Represented by Amount in Row (9)
7.3%
12.
 
Type of Reporting Person (See Instructions)
IN/HC



 
- 4 -

 

Item 1.
 

(a)         Name of Issuer:

Authentidate Holding Corp.

(b)         Address of Issuer’s Principal Executive Office:

Connel Corporate Center
300 Connell Drive, 5th Floor
Berkeley Heights, NJ  07922

Item 2.
 

(a)         Name of Person Filing:

Lazarus Investment Partners LLLP (“Lazarus Partners”)
Lazarus Management Company LLC (“Lazarus Management”)
Justin B. Borus

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

The business address of each of Lazarus Partners, Lazarus Management and Justin B. Borus is 2401 E. 2nd Avenue, Suite 600, Denver, Colorado 80206.

(c)         Citizenship:

Reference is made to Item 4 of pages 2–4 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.

(d)         Title of Class of Securities:

Common Stock, par value $0.001 per share (the “Securities”)

(e)         CUSIP Number:

71361F100

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:

 
o
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
o
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
o
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
o
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
ý
(e)
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
o
(f)
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
ý
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
 
 
- 5 -

 
 
 
o
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
o
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
o
(j)
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.
Ownership.  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Reference is hereby made to Items 5-9 and 11 of pages 2 - 4 of this Schedule, which Items are incorporated by reference herein.

The Securities reported on this Schedule as beneficially owned by Lazarus Management are held by or for the benefit of Lazarus Partners.  Lazarus Management, as the investment adviser of Lazarus Partners, and as the general partner of Lazarus Partners, and Justin B. Borus, as the managing member of Lazarus Management, may be deemed to beneficially own the Securities held by Lazarus Partners for the purposes of Rule 13d-3 of the Act, insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.

Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that Lazarus Management or Mr. Borus is, for any other purpose, the beneficial owner of any of the Securities, and each of Lazarus Management and Mr. Borus disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.

The calculation of percentage of beneficial ownership in Item 11 of pages 2 - 4 was derived from information in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2010, and from the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 13, 2010, based on 45,951,088 shares of common stock outstanding as of October 13, 2010.

Item 5.
Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.


 
- 6 -

 
 
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 the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

Signature

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

Dated: October 18, 2010
 
LAZARUS INVESTMENT PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its general partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Chief Compliance Officer 
 
 
LAZARUS MANAGEMENT COMPANY LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Chief Compliance Officer 
 
 
/s/ Justin B. Borus
Justin B. Borus
 

EXHIBIT INDEX

Exhibit A
Joint Filing Undertaking
Page 8


 
- 7 -

 

EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.


Dated: October 18, 2010
 
LAZARUS INVESTMENT PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its general partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Chief Compliance Officer 
 
 
LAZARUS MANAGEMENT COMPANY LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Chief Compliance Officer 
 
 
/s/ Justin B. Borus
Justin B. Borus
 

 
- 8 -
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