-----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, P2Fjxd4DUyM6ngeF1RxywVcK16tf0TPMMimKN35CSM8BNcL+qn0B/8VVQE9IyVft D+hZbdhOEb579poBzlVnKw== 0001144204-09-000982.txt : 20090108 0001144204-09-000982.hdr.sgml : 20090108 20090108163401 ACCESSION NUMBER: 0001144204-09-000982 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090108 DATE AS OF CHANGE: 20090108 GROUP MEMBERS: GREGORY DANZIG GROUP MEMBERS: KAUAI INVESTMENT HOLDINGS, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DANZIG DAVID CENTRAL INDEX KEY: 0001348318 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 212.581.9610 MAIL ADDRESS: STREET 1: 168 THOMPSON STREET STREET 2: SUITE 1 CITY: NEW YORK STATE: NY ZIP: 10012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIPELINE DATA INC CENTRAL INDEX KEY: 0001086533 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133953764 FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81018 FILM NUMBER: 09516073 BUSINESS ADDRESS: STREET 1: 1599 WASHINGTON STREET STREET 2: SUITE 1D CITY: BRAINTREE STATE: MA ZIP: 02184 BUSINESS PHONE: 781 843 3812 MAIL ADDRESS: STREET 1: 1599 WASHINGTON STREET STREET 2: SUITE 1D CITY: BRAINTREE STATE: MA ZIP: 02184 SC 13D/A 1 v136548_sc13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* PIPELINE DATA INC. ------------------ (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE ------------------------------ (Title of Class of Securities) 724059-10-0 ----------- (CUSIP Number) Leslie J. Croland, Esq. Edwards Angell Palmer & Dodge LLP One North Clematis Street, Suite 400 West Palm Beach, FL 33401-5552 (561) 833-7700 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 5, 2009 --------------- (Date of Event which Requires Filing 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * 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 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). (1) NAME OF REPORTING PERSON David Danzig - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- (5) CHECK BOX 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 (7) SOLE VOTING POWER SHARES 4,699,139 BENEFICIALLY -------------------------------------------------- OWNED BY (8) SHARED VOTING POWER EACH 0 REPORTING ----------------------------------------------------- PERSON (9) SOLE DISPOSITIVE POWER WITH 4,699,139 ----------------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,699,139 - -------------------------------------------------------------------------------- (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) 9.43% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN - 2 - (1) NAME OF REPORTING PERSON Gregory Danzig - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- (5) CHECK BOX 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 (7) SOLE VOTING POWER SHARES 4,699,029 BENEFICIALLY -------------------------------------------------- OWNED BY (8) SHARED VOTING POWER EACH 0 REPORTING ----------------------------------------------------- PERSON (9) SOLE DISPOSITIVE POWER WITH 4,699,029 ----------------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,699,029 - -------------------------------------------------------------------------------- (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) 9.43% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN - 3 - (1) NAME OF REPORTING PERSON Kauai Investment Holdings, LLC - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Florida - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER SHARES 4,699,029 BENEFICIALLY -------------------------------------------------- OWNED BY (8) SHARED VOTING POWER EACH 0 REPORTING ----------------------------------------------------- PERSON (9) SOLE DISPOSITIVE POWER WITH 4,699,029 ----------------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,699,029 - -------------------------------------------------------------------------------- (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) 9.43% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON OO - 4 - This Amendment No. 11 to Statement on Schedule 13D is filed jointly by David Danzig, Gregory Danzig and Kauai Investment Holdings, LLC (collectively, the "Reporting Persons") and amends and supplements the following: (a) (i) the Statement on Schedule 13D (the "GD Schedule") filed jointly on December 30, 2005 by Gregory Danzig and Kauai Investment Holdings, LLC ("Kauai"); (ii) Amendment No. 1 to the GD Schedule filed jointly on October 31, 2006; (iii) Amendment No. 2 to the GD Schedule filed jointly on December 7, 2006; (iv) Amendment No. 3 to the GD Schedule filed jointly on July 5, 2007; (v) Amendment No. 4 to the GD Schedule filed jointly on January 7, 2008; (vi) Amendment No. 5 to the GD Schedule filed jointly on March 10, 2008; (vii) Amendment No. 6 to the GD Schedule filed jointly on May 5, 2008; (viii) Amendment No. 7 to the GD Schedule filed jointly on July 1, 2008; (ix) Amendment No. 8 to the GD Schedule filed jointly on August 6, 2008; (x) Amendment No. 9 to the GD Schedule filed jointly on September 18, 2008; and (xi) Amendment No. 10 to the GD Schedule filed jointly on December 3, 2008; and (b) (i) the Statement on Schedule 13D (the "DD Schedule") filed on December 30, 2005 by David Danzig; (ii) Amendment No. 1 to the DD Schedule filed on October 31, 2006; (iii) Amendment No. 2 to the DD Schedule filed on December 7, 2006; (iv) Amendment No. 3 to the DD Schedule filed on July 5, 2007; (v) Amendment No. 4 to the DD Schedule filed on January 7, 2008; (vi) Amendment No. 5 to the DD Schedule filed on March 10, 2008; (vii) Amendment No. 6 to the DD Schedule filed on May 5, 2008; (viii) Amendment No. 7 to the DD Schedule filed on July 1, 2008; (ix) Amendment No. 8 to the DD Schedule filed jointly on August 6, 2008; (x) Amendment No. 9 to the DD Schedule filed jointly on September 18, 2008; and (xi) Amendment No. 10 to the DD Schedule filed jointly on December 3, 2008. This Amendment No. 11 to Statement on Schedule 13D, the previous amendments to the GD and DD Schedules and the initial GD and DD Schedules are hereinafter collectively referred to as this "Statement." Item 4. Purpose of Transaction. The information set forth in Item 4 of this Statement is hereby amended by adding the following: Effective as of January 5, 2009, the Reporting Persons entered into a Second Amended and Restated Put Modification Agreement Extension (the "Extension") with Pipeline Data Inc. ("Pipeline") and Charge.com, Inc., a wholly-owned subsidiary of Pipeline. The Extension extends the date by which Pipeline must pay a total of $2 million to the Reporting Persons and transfer to Gregory Danzig and David Danzig the "charge.com" domain name (the "Domain Name") and certain other assets, properties and rights inherent to the use of the Domain Name and the operation of a website using the Domain name for the repurchase of a total of 9,398,058 shares of Pipeline common stock from December 23, 2008 to January 23, 2009. The foregoing description of the Extension does not purport to be complete and is qualified in its entirety by reference to the Extension attached hereto as Exhibit M and incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information set forth in Item 6 of this Statement is hereby amended and supplemented as follows: - 5 - Except as described in Item 4 of this Statement, which is incorporated by reference into this Item 6, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of Pipeline, including but not limited to the transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits. Exhibit A Agreement to Jointly File Statement on Schedule 13D. (1) Exhibit B Lock Up Agreement dated December 19, 2005 among Pipeline Data Inc., David Danzig and Gregory Danzig. (2) Exhibit C Second Amendment to Agreement and Plan of Merger dated October 26, 2006 among Pipeline Data Inc., David Danzig and Gregory Danzig.(3) Exhibit D Third Amendment to Agreement and Plan of Merger dated December 5, 2006 among Pipeline Data Inc., Charge.com Acquisition, Inc., Gregory Danzig and David Danzig. (4) Exhibit E Fourth Amendment to Agreement and Plan of Merger dated July 3, 2007 among Pipeline Data Inc., Charge.com Acquisition, Inc., Gregory Danzig and David Danzig. (5) Exhibit F Fifth Amendment to Agreement and Plan of Merger dated as of December 28, 2007 among Pipeline Data Inc., Charge.com Acquisition, Inc., Gregory Danzig and David Danzig. (6) Exhibit G Sixth Amendment to Agreement and Plan of Merger dated as of March 4, 2008 among Pipeline Data Inc., Charge.com Acquisition, Inc., Gregory Danzig and David Danzig. ((7)) Exhibit H Seventh Amendment to Agreement and Plan of Merger dated as of April 30, 2008 among Pipeline Data Inc., Charge.com Acquisition, Inc., Gregory Danzig and David Danzig. ((8)) Exhibit I Eighth Amendment to Agreement and Plan of Merger dated June 30, 2008 among Pipeline Data Inc., Charge.com Acquisition, Inc., Gregory Danzig and David Danzig. (9) Exhibit J Put Modification Agreement dated August 4, 2008 among Pipeline Data Inc., Charge.com, Inc., Gregory Danzig, Kauai Investment Holdings, LLC and David Danzig. (10) Exhibit K Amended and Restated Put Modification Agreement dated September 15, 2008 among Pipeline Data Inc., Charge.com, Inc., Gregory Danzig, Kauai Investment Holdings, LLC and David Danzig. (11) Exhibit L Second Amended and Restated Put Modification Agreement dated as of November 26, 2008 among Pipeline Data Inc., Charge.com, Inc., Gregory Danzig, Kauai Investment Holdings, LLC and David Danzig. (12) Exhibit M Second Amended and Restated Put Modification Agreement Extension dated as of January 5, 2009 among Pipeline Data Inc., Charge.com, Inc., Gregory Danzig, Kauai Investment Holdings, LLC and David Danzig. - -------------------------- (1) Previously filed as Exhibit A to Amendment No. 8 to the Schedule 13D of Gregory Danzig and Kauai Investment Holdings, LLC and Amendment No. 8 to the Schedule 13D of David Danzig. (2) Previously filed as Exhibit B to the initial Schedule 13D of Gregory Danzig and Kauai Investment Holdings, LLC and as an exhibit to the initial Schedule 13D of David Danzig. - 6 - (3) Previously filed as Exhibit C to Amendment No. 1 to the Schedule 13D of Gregory Danzig and Kauai Investment Holdings, LLC and as Exhibit B to Amendment No. 1 to the Schedule 13D of David Danzig. (4) Previously filed as Exhibit D to Amendment No. 2 to the Schedule 13D of Gregory Danzig and Kauai Investment Holdings, LLC and as Exhibit C to Amendment No. 2 to the Schedule 13D of David Danzig. (5) Previously filed as Exhibit E to Amendment No. 3 to the Schedule 13D of Gregory Danzig and Kauai Investment Holdings, LLC and as Exhibit D to Amendment No. 3 to the Schedule 13D of David Danzig. (6) Previously filed as Exhibit F to Amendment No. 4 to the Schedule 13D of Gregory Danzig and Kauai Investment Holdings, LLC and as Exhibit E to Amendment No. 4 to the Schedule 13D of David Danzig. (7) Previously filed as Exhibit G to Amendment No. 5 to the Schedule 13D of Gregory Danzig and Kauai Investment Holdings, LLC and as Exhibit F to Amendment No. 5 to the Schedule 13D of David Danzig. (8) Previously filed as Exhibit H to Amendment No. 6 to the Schedule 13D of Gregory Danzig and Kauai Investment Holdings, LLC and as Exhibit G to Amendment No. 6 to the Schedule 13D of David Danzig. (9) Previously filed as Exhibit I to Amendment No. 7 to the Schedule 13D of Gregory Danzig and Kauai Investment Holdings, LLC and as Exhibit H to Amendment No. 7 to the Schedule 13D of David Danzig. (10) Previously filed as Exhibit J to Amendment No. 8 to the Schedule 13D of Gregory Danzig and Kauai Investment Holdings, LLC and Amendment No. 8 to the Schedule 13D of David Danzig. (11) Previously filed as Exhibit K to Amendment No. 9 to the Schedule 13D of Gregory Danzig and Kauai Investment Holdings, LLC and Amendment No. 9 to the Schedule 13D of David Danzig. (12) Previously filed as Exhibit L to Amendment No. 10 to the Schedule 13D of Gregory Danzig and Kauai Investment Holdings, LLC and Amendment No. 10 to the Schedule 13D of David Danzig. - 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: January 7, 2009 Kauai Investment Holdings, LLC By: /s/ Gregory Danzig ---------------------------------- Gregory Danzig, Sole Manager /s/ Gregory Danzig ------------------------------------------- Gregory Danzig /s/ David Danzig ------------------------------------------- David Danzig - 8 - EXHIBIT M SECOND AMENDED AND RESTATED PUT MODIFICATION AGREEMENT EXTENSION SECOND AMENDED AND RESTATED PUT MODIFICATION AGREEMENT EXTENSION (this "Extension") dated as of January 5, 2009 by and among Pipeline Data Inc., a Delaware corporation ("PPDA"), Charge.com, Inc., a Delaware corporation (formerly known as Charge.com Acquisition, Inc.) and wholly-owned subsidiary of PPDA (the "Company"), Gregory Danzig ("GD"), Kauai Investment Holdings, LLC, a Florida limited liability company ("Kauai"), and David Danzig ("DD" and, together with GD, the "Shareholders"). The parties to this Extension are sometimes referred to herein as the "Parties." WHEREAS, the Parties entered into the Second Amended and Restated Put Modification Agreement dated as of November 26, 2008 (the "Agreement"); WHEREAS, capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement; and WHEREAS, the Parties desire to agree to this Extension on the terms contained herein. NOW, THEREFORE, in consideration of the mutual premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged the parties hereto agree as follows: 1. Section 1 of the Agreement is hereby amended and restated in its entirety as follows: "Put Right Modification and Potential Waiver. If the Modification Conditions (as defined in Section 2 below) are fully satisfied on or prior to January 23, 2009 (the "Deadline Date"), then the Put Right payment, waiver and release provisions of Section 2 shall be applicable (subject to the reinstatement provisions of Section 6 below). If the Modification Conditions are not fully satisfied on or prior to the Deadline Date, then the Put Right exercise and payment provisions of Section 3 shall be applicable." 2. Employment and Consulting Payments. PPDA shall continue to pay GD his salary from December 19, 2008 until the date that the Modification Conditions are fully satisfied (based on GD's salary in effect immediately prior to the termination of the GD Employment Agreement, payable on a weekly basis in form and timing as such payments were made prior to the termination of the GD Employment Agreement). PPDA shall continue to pay DD his consulting payments from December 19, 2008 until the date that the Modification Conditions are fully satisfied (based on DD's salary in effect immediately prior to the termination of the DD Consulting Agreement, payable on a monthly basis in form and timing as such payment were made prior to the termination of the DD Consulting Agreement). 3. Transfer of Domain Name. For the avoidance of doubt, and without limiting the provisions of Section 2(a)(iii)(A) or Section 6 of the Agreement, the Modification Condition described in Section 2(a)(iii)(A) of the Agreement shall not be satisfied until PPDA and the Company shall have (a) consummated the transfer of the Domain Name to the Shareholders (or their designee) through Network Solutions via an electronic request initiated by the Shareholders (or their designee), (b) executed and delivered to the Shareholders (or their designee) documentation submitted to PPDA by the Shareholders based on Network Solutions' form (including, if not part of the form, powers of attorney similar to the type which are part of the Escrow Materials) effecting the transfer of the Domain Name to the Shareholders (or their designee) and (c) joined with the Shareholders in terminating the Domain Name Escrow Agreement and instructing Iron Mountain to return the Escrow Materials to the Shareholders. The Parties will use their respective best efforts and mutually cooperate in effecting the transfer of the Domain Name as described herein and, subject to the terms, conditions, and provisions of the Agreement, in delivering the other items each Party is required to deliver under the Agreement in accordance therewith. 4. Agreement Provisions. All other provisions of the Agreement shall remain in full force and effect and be unaffected by this Extension. All references to the Agreement in the Agreement shall be deemed to include this Extension. 5. Signatures. This Extension shall be effective upon delivery of original signature pages or facsimile copies thereof executed by each of the Parties (or upon such signature pages being sent via e-mail to each of the Parties as a portable data format (pdf) file or image file attachment). 6. Counterparts. This Extension may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. The Parties to this Extension need not execute the same counterpart. [Remainder of Page Intentionally Blank] - 2 - IN WITNESS WHEREOF, the parties hereto have entered into and signed this Extension as of the date and year first above written. PIPELINE DATA INC. By: /s/ MacAllister Smith ----------------------------------------- Name: MacAllister Smith Title: Chief Executive Officer and President CHARGE.COM, INC. By: /s/ MacAllister Smith ----------------------------------------- Name: MacAllister Smith Title: Chief Executive Officer and President SHAREHOLDERS: /s/ Gregory Danzig --------------------------------------------- Gregory Danzig, individually and as the duly authorized representative of Kauai Investment Holdings, LLC /s/ David Danzig --------------------------------------------- David Danzig - 3 - -----END PRIVACY-ENHANCED MESSAGE-----