0001393825-12-000023.txt : 20120601 0001393825-12-000023.hdr.sgml : 20120601 20120601152830 ACCESSION NUMBER: 0001393825-12-000023 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120601 DATE AS OF CHANGE: 20120601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MGT CAPITAL INVESTMENTS INC CENTRAL INDEX KEY: 0001001601 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133758042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57417 FILM NUMBER: 12883183 BUSINESS ADDRESS: STREET 1: 500 MAMARONECK AVENUE - SUITE 204 CITY: HARRISON STATE: NY ZIP: 10528 BUSINESS PHONE: (914) 630-7430 MAIL ADDRESS: STREET 1: 500 MAMARONECK AVENUE - SUITE 204 CITY: HARRISON STATE: NY ZIP: 10528 FORMER COMPANY: FORMER CONFORMED NAME: MEDICSIGHT INC DATE OF NAME CHANGE: 20021113 FORMER COMPANY: FORMER CONFORMED NAME: HTTP TECHNOLOGY INC DATE OF NAME CHANGE: 20001016 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET HOLDINGS INC DATE OF NAME CHANGE: 19980520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hudson Bay Capital Management LP CENTRAL INDEX KEY: 0001393825 IRS NUMBER: 371511173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 777 THIRD AVE., 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-571-1244 MAIL ADDRESS: STREET 1: 777 THIRD AVE., 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P. DATE OF NAME CHANGE: 20070320 SC 13G 1 MGT_SC13G.txt MGT CAPITAL INVESTMENTS, INC. SC13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MGT Capital Investments, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 55302P202 (CUSIP Number) May 24, 2012 (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 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). Page 1 of 10 Pages CUSIP No. 55302P202 13G Page 2 of 10 Pages ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Hudson Bay Master Fund Ltd. ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ----------------------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER $3,500,000 aggregate principal amount of Senior Secured Convertible Notes, convertible into 1,166,667 shares of Common Stock (see Item 4)* Warrants to purchase up to 875,000 shares of Common Stock (see Item 4)* OWNED BY -------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER $3,500,000 aggregate principal amount of Senior Secured Convertible Notes, convertible into 1,166,667 shares of Common Stock (see Item 4)* Warrants to purchase up to 875,000 shares of Common Stock (see Item 4)* ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON $3,500,000 aggregate principal amount of Senior Secured Convertible Notes, convertible into 1,166,667 shares of Common Stock (see Item 4)* Warrants to purchase up to 875,000 shares of Common Stock (see Item 4)* ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% (see Item 4)* ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON CO ----------------------------------------------------------------------------- * As more fully described in Item 4, these reported securities are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9). CUSIP No. 55302P202 13G Page 3 of 10 Pages ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Hudson Bay Capital Management, L.P. ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ----------------------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER $3,500,000 aggregate principal amount of Senior Secured Convertible Notes, convertible into 1,166,667 shares of Common Stock (see Item 4)* Warrants to purchase up to 875,000 shares of Common Stock (see Item 4)* OWNED BY -------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER $3,500,000 aggregate principal amount of Senior Secured Convertible Notes, convertible into 1,166,667 shares of Common Stock (see Item 4)* Warrants to purchase up to 875,000 shares of Common Stock (see Item 4)* ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON $3,500,000 aggregate principal amount of Senior Secured Convertible Notes, convertible into 1,166,667 shares of Common Stock (see Item 4)* Warrants to purchase up to 875,000 shares of Common Stock (see Item 4)* ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% (see Item 4)* ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------------------- * As more fully described in Item 4, these reported securities are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9). CUSIP No. 55302P202 13G Page 4 of 10 Pages ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Sander Gerber ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ----------------------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER $3,500,000 aggregate principal amount of Senior Secured Convertible Notes, convertible into 1,166,667 shares of Common Stock (see Item 4)* Warrants to purchase up to 875,000 shares of Common Stock (see Item 4)* OWNED BY -------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER $3,500,000 aggregate principal amount of Senior Secured Convertible Notes, convertible into 1,166,667 shares of Common Stock (see Item 4)* Warrants to purchase up to 875,000 shares of Common Stock (see Item 4)* ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON $3,500,000 aggregate principal amount of Senior Secured Convertible Notes, convertible into 1,166,667 shares of Common Stock (see Item 4)* Warrants to purchase up to 875,000 shares of Common Stock (see Item 4)* ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% (See Item 4)* ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------------------- * As more fully described in Item 4, these reported securities are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9). CUSIP No. 55302P202 13G Page 5 of 10 Pages ----------------------------------------------------------------------------- Item 1. (a) Name of Issuer MGT Capital Investments, Inc. a Delaware corporation (the 'Company'). (b) Address of Issuer's Principal Executive Offices 500 Mamaroneck Avenue, Suite 204 Harrison, NY 10528 Item 2(a). Name of Person Filing This statement is filed by Hudson Bay Master Fund Ltd., Hudson Bay Capital Management, L.P. (the 'Investment Manager') and Mr. Sander Gerber ('Mr. Gerber'), who are collectively referred to herein as 'Reporting Persons.' Item 2(b). Address of Principal Business Office or, if none, Residence The address of the principal business office of the Investment Manger and Mr. Gerber is: 777 Third Avenue, 30th Floor New York, NY 10017 The address of the principal business office of Hudson Bay Master Fund Ltd. is: Walkers SPV Limited, Walker House PO Box 908GT, Mary Street Georgetown, Grand Cayman Cayman Islands Item 2(c). Citizenship Citizenship is set forth in Row (4) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Item 2(d) Title of Class of Securities Common Stock, par value $0.001 per share (the 'Common Stock') Item 2(e) CUSIP Number 55302P202 CUSIP No. 55302P202 13G Page 6 of 10 Pages ----------------------------------------------------------------------------- Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (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); (j) [ ] Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1) (ii)(J), please specify the type of institution: _____________________ 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. The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The securities purchase agreement attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 30, 2012 provides that as of May 24, 2012 there were 2,105,187 shares of Common Stock outstanding. The percentages set forth on Row (ll) of the cover page for each Reporting Person is based on the Company's outstanding shares of Common Stock and assumes the conversion of the reported convertibles notes (the 'Reported Notes') and the exercise of the reported warrants (the 'Reported Warrants'), in each case subject to the 9.99% Blocker (as defined below). CUSIP No. 55302P202 13G Page 7 of 10 Pages ----------------------------------------------------------------------------- Pursuant to the terms of the Reported Notes and the Reported Warrants, the Reporting Persons cannot convert or exercise any of the Reported Notes or Reported Warrants until such time as the Reporting Persons would not beneficially own, after any such conversion or exercise, more than 9.99% of the outstanding shares of Common Stock (the '9.99% Blocker') and the percentage set forth in Row (11) of the cover page for each Reporting Person gives effect to the 9.99% Blocker. Consequently, at this time, the Reporting Persons are not able to convert or exercise all of the Reported Notes and Reported Warrants due to the 9.99% Blocker. The Investment Manager, which serves as the investment manager to Hudson Bay Master Fund Ltd., may be deemed to be the beneficial owner of all shares of Common Stock held by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Each of Hudson Bay Master Fund Ltd. and Mr. Gerber disclaims beneficial ownership of these securities. Hudson Bay Master Fund Ltd. is named as Reporting Person herein solely to report the securities held in its name. 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. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. CUSIP No. 55302P202 13G Page 8 of 10 Pages ----------------------------------------------------------------------------- Item 10. Certification By signing below each of the undersigned certifies that, to the best of its 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. Exhibits: Exhibit I: Joint Filing Agreement, dated as of June 1, 2012, by and among Hudson Bay Master Fund, Ltd., Hudson Bay Capital Management, L.P., and Sander Gerber. CUSIP No. 55302P202 13G Page 9 of 10 Pages ----------------------------------------------------------------------------- SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: June 1, 2012 HUDSON BAY CAPITAL MANAGEMENT, L.P. By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory HUDSON BAY MASTER FUND LTD By: Hudson Bay Capital Management, L.P. Investment Manager By: /s/ SANDER GERBER Name: Sander Gerber Title: Authorized Signatory /s/ Sander Gerber SANDER GERBER CUSIP No. 55302P202 13G Page 10 of 10 Pages EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share of MGT Capital Investments, Inc. is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated as of June 1, 2012 HUDSON BAY CAPITAL MANAGEMENT, L.P. By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory HUDSON BAY MASTER FUND LTD By: Hudson Bay Capital Management, L.P. Investment Manager By: /s/ SANDER GERBER Name: Sander Gerber Title: Authorized Signatory /s/ Sander Gerber SANDER GERBER