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
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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
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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
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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
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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
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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