-----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, KyHaSN6Pld4u2lwqpJ2fIz/zeK1bYU2NSqSY79V2w3Fi0Ujkz8F5gx9stgUu4Zua L87E4b5eVHGyhYolIZCfQw== 0001013594-07-000130.txt : 20070214 0001013594-07-000130.hdr.sgml : 20070214 20070214173159 ACCESSION NUMBER: 0001013594-07-000130 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASSO CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001287978 IRS NUMBER: 200406508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 1266 E MAIN ST CITY: STAMFORD STATE: CT ZIP: 06902 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEMS EVOLUTION, INC CENTRAL INDEX KEY: 0000104375 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 820291029 STATE OF INCORPORATION: ID FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79225 FILM NUMBER: 07623140 BUSINESS ADDRESS: STREET 1: 10777 WESTHEIMER ROAD, SUITE 810 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: (713) 979-1600 MAIL ADDRESS: STREET 1: 10777 WESTHEIMER ROAD, SUITE 810 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: SYSTEMS EVOLUTION INC DATE OF NAME CHANGE: 20031219 FORMER COMPANY: FORMER CONFORMED NAME: WALLACE SILVER INC DATE OF NAME CHANGE: 20010118 SC 13G/A 1 systems13ga-021407.txt FEBRUARY 14, 2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO.1)* Systems Evolution Inc. ---------------------- (Name of Issuer) Common Stock, no par value -------------------------- (Title of Class of Securities) 872012109 --------- (CUSIP Number) December 31, 2006 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 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 disclosures provided in a prior cover page. The information required on 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. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Basso Private Opportunities Holding Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 14,119,146 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 14,119,146 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,119,146 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.8% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Basso Holdings Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 14,119,146 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 14,119,146 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,119,146 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.8% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Basso Multi-Strategy Holding Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 14,119,146 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 14,119,146 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,119,146 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.8% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Basso Capital Management, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 0 6. SHARED VOTING POWER 36,839,044 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 36,839,044 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,839,044 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Basso GP, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 0 6. SHARED VOTING POWER 36,839,044 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 36,839,044 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,839,044 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Howard I. Fischer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 0 6. SHARED VOTING POWER 36,839,044 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 36,839,044 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,839,044 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Philip Platek 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 0 6. SHARED VOTING POWER 36,839,044 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 36,839,044 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,839,044 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John Lepore 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 0 6. SHARED VOTING POWER 36,839,044 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 36,839,044 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,839,044 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dwight Nelson 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 0 6. SHARED VOTING POWER 36,839,044 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 36,839,044 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,839,044 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the shares of common stock (the "Common Stock") of Systems Evolution, Inc. (the "Issuer") beneficially owned by the Reporting Persons identified below as of December 31, 2006, and amends and supplements the Schedule 13G originally filed October 12, 2006 (collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. The names of the persons filing this statement on Schedule 13G are: Basso Private Opportunities Holding Fund Ltd. ("Private Opportunities Holding Fund"), Basso Holdings Ltd. ("Basso Holdings"), Basso Multi-Strategy Holding Fund Ltd. ("Multi-Strategy Holding Fund"), Basso Capital Management, L.P. ("BCM"), Basso GP, LLC ("Basso GP"), Howard Fischer, Philip Platek, John Lepore and Dwight Nelson. BCM is the investment manager of Private Opportunities Holding Fund, Basso Holdings and Multi-Strategy Holding Fund. Basso GP is the general partner of BCM. The controlling persons of Basso GP are Howard Fischer, Philip Platek, John Lepore and Dwight Nelson (each a "Controlling Person" and collectively, the "Controlling Persons"). 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. (a) Amount beneficially owned: Private Opportunities Holding Fund beneficially owns 14,119,146 shares of Common Stock through its ownership of (i) 11,359,949 shares of Common Stock, and (ii) warrants ("Warrants") and convertible bonds issued by the Issuer ("Convertible Bonds") exercisable for and/or convertible into an aggregate of 2,759,197 shares of Common Stock. Private Opportunities Holding Fund disclaims beneficial ownership of any additional shares of Common Stock that the Warrants and/or Convertible Bonds may be exercisable for or convert into, as applicable, due to the Ownership Limitation described below. Basso Holdings beneficially owns 14,119,146 shares of Common Stock through its ownership of (i) 11,359,949 shares of Common Stock, and (ii) Warrants and Convertible Bonds exercisable for and/or convertible into an aggregate of 2,759,197 shares of Common Stock. Basso Holdings disclaims beneficial ownership of any additional shares of Common Stock that the Warrants and/or Convertible Bonds may be exercisable for or convert into, as applicable, due to the Ownership Limitation described below. Multi-Strategy Holding Fund beneficially owns 14,119,146 shares of Common Stock through its ownership of (i) 11,359,949 shares of Common Stock, and (ii) Warrants and Convertible Bonds exercisable for and/or convertible into an aggregate of 2,759,197 shares of Common Stock. Multi-Strategy Holding Fund disclaims beneficial ownership of any additional shares of Common Stock that the Warrants and/or Convertible Bonds may be exercisable for or convert into, as applicable, due to the Ownership Limitation described below. BCM, as the investment manager of Private Opportunities Holding Fund, Basso Holdings and Multi-Strategy Holding Fund, is deemed to beneficially own the shares of Common Stock beneficially owned by them. Basso GP, as the general partner of BCM, is deemed to beneficially own the shares beneficially owned by BCM. Each Controlling Person, in his capacity as a controlling person of Basso GP, is deemed to beneficially own the shares of Common Stock beneficially owned by Basso GP. Collectively, the Reporting Persons beneficially own 36,839,044 shares of Common Stock through their ownership of (i) 34,079,847 shares of Common Stock owned by the Reporting Persons, and (ii) Warrants and Convertible Bonds exercisable for and/or convertible into an aggregate of 2,759,197 shares of Common Stock. The Reporting Persons disclaim beneficial ownership of any additional shares of Common Stock that the Warrants and/or Convertible Bonds may be exercisable for or convert into, as applicable, due to the Ownership Limitation described below. In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the number of shares of Common Stock into which the Warrants and Convertible Bonds are exercisable for or convertible into, as applicable, is limited, pursuant to the terms of such instruments, to that number of shares of Common Stock which would result in the Reporting Persons having aggregate beneficial ownership of 9.99% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"). The Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause the Reporting Persons' aggregate beneficial ownership to exceed the Ownership Limitation. (b) Percent of Class: Private Opportunities Holding Fund's beneficial ownership of 14,119,146 shares of Common Stock represents 3.8% of all the outstanding shares of Common Stock. Basso Holdings' beneficial ownership of 14,119,146 shares of Common Stock represents 3.8% of all the outstanding shares of Common Stock. Multi-Strategy Holding Fund's beneficial ownership of 14,119,146 shares of Common Stock represents 3.8% of all the outstanding shares of Common Stock. BCM's beneficial ownership of 36,839,044 represents 9.99% of all the outstanding shares of Common Stock. Basso GP's and each Controlling Person's beneficial ownership of 36,839,044 shares of Common Stock represents 9.99% of all the outstanding shares of Common Stock. Collectively, the Reporting Persons beneficially own 36,839,044 shares of Common Stock representing 9.99% of all the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote of shares of Common Stock: Private Opportunities Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to vote or direct the vote of 14,119,146 shares of Common Stock. Basso Holdings, BCM, Basso GP and each of the Controlling Persons have the shared power to vote or direct the vote of 14,119,146 shares of Common Stock. Multi-Strategy Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to vote or direct the vote of 14,119,146 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of shares of Common Stock: Not applicable. (iv) Shared power to dispose or to direct the disposition of shares of Common Stock: Private Opportunities Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to dispose or to direct the disposition of 14,119,146 shares of Common Stock. Basso Holdings, BCM, Basso GP and each Controlling Person have the shared power to dispose or direct the disposition of 14,119,146 shares of Common Stock. Multi-Strategy Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to dispose or to direct the disposition of 14,119,146 shares of Common Stock. ITEM 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its or his 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. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: February 14, 2007 BASSO PRIVATE OPPORTUNITIES HOLDING FUND LTD. BASSO MULTI-STRATEGY HOLDING FUND LTD. BASSO HOLDINGS LTD. BASSO CAPITAL MANAGEMENT, L.P. ("BCM") By: Basso GP, LLC By: /s/ Howard Fischer ----------------------------------- Howard Fischer, as a member of Basso GP, LLC, as General Partner of BCM (the investment manager of Basso Private Opportunities Holding Fund Ltd., Basso Holdings Ltd. and Basso Multi-Strategy Holding Fund Ltd.) /s/ Howard Fischer ----------------------------------- Howard Fischer, individually and on behalf of Basso GP, LLC, as member /s/ Philip Platek ----------------------------------- Philip Platek /s/ John Lepore ----------------------------------- John Lepore /s/ Dwight Nelson ----------------------------------- Dwight Nelson -----END PRIVACY-ENHANCED MESSAGE-----