0000902664-13-001970.txt : 20130423 0000902664-13-001970.hdr.sgml : 20130423 20130423145534 ACCESSION NUMBER: 0000902664-13-001970 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130423 DATE AS OF CHANGE: 20130423 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROSSROADS SYSTEMS INC CENTRAL INDEX KEY: 0001093207 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 742846643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57603 FILM NUMBER: 13776188 BUSINESS ADDRESS: STREET 1: 11000 NORTH MOPAC EXPRESSWAY CITY: AUSTIN STATE: TX ZIP: 78759 BUSINESS PHONE: 5123490300 MAIL ADDRESS: STREET 1: 11000 NORTH MOPAC EXPRESSWAY STREET 2: . CITY: AUSTIN STATE: TX ZIP: 78759 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Revelation Special Situations Fund Ltd CENTRAL INDEX KEY: 0001395453 IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5A WATERLOO LANE CITY: PEMBROKE STATE: D0 ZIP: HM 12 BUSINESS PHONE: 1 44 1 296 7131 MAIL ADDRESS: STREET 1: CANON'S COURT STREET 2: 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 FORMER COMPANY: FORMER CONFORMED NAME: Osmium Special Situations Fund Ltd DATE OF NAME CHANGE: 20070404 SC 13G/A 1 p13-1105sc13ga.htm CROSSROADS SYSTEMS, INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 3)*
 

Crossroads Systems, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

22765D209

(CUSIP Number)
 

March 28, 2013

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 9 Pages)

 

______________________________

* 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 (the “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).

 

 
CUSIP No. 22765D20913G/APage 2 of 9 Pages

 

     
1

NAMES OF REPORTING PERSONS

Revelation Special Situations Fund Ltd

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

395,885 shares of Common Stock

164,062 shares of Common Stock issuable upon exercise of Warrants

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

395,885 shares of Common Stock

164,062 shares of Common Stock issuable upon exercise of Warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

395,885 shares of Common Stock

164,062 shares of Common Stock issuable upon exercise of Warrants

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.65%

12

TYPE OF REPORTING PERSON

IV

             

 

 
CUSIP No. 22765D20913G/APage 3 of 9 Pages

 

     
1

NAMES OF REPORTING PERSONS

Revelation Cayman Fund Ltd

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(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

153,177 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

153,177 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

153,177 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.29%

12

TYPE OF REPORTING PERSON

IV

             

 

 
CUSIP No. 22765D20913G/APage 4 of 9 Pages

 

     
1

NAMES OF REPORTING PERSONS

Revelation Capital Management Ltd

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

547,062 shares of Common Stock

164,062 shares of Common Stock issuable upon exercise of Warrants

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

547,062 shares of Common Stock

164,062 shares of Common Stock issuable upon exercise of Warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

547,062 shares of Common Stock

164,062 shares of Common Stock issuable upon exercise of Warrants

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.93%

12

TYPE OF REPORTING PERSON

IA

             

 

 

 
CUSIP No. 22765D20913G/APage 5 of 9 Pages

 

     
1

NAMES OF REPORTING PERSONS

Chris Kuchanny

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

547,062 shares of Common Stock

164,062 shares of Common Stock issuable upon exercise of Warrants

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

547,062 shares of Common Stock

164,062 shares of Common Stock issuable upon exercise of Warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

547,062 shares of Common Stock

164,062 shares of Common Stock issuable upon exercise of Warrants

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.93%

12

TYPE OF REPORTING PERSON

IN

             

 

 
CUSIP No. 22765D20913G/APage 6 of 9 Pages

 

This Amendment No. 3 (this "Amendment") amends the statement on Schedule 13G filed on October 11, 2011 (the "Original Schedule 13G"), as amended by Amendment No. 1 filed on February 14, 2012 and Amendment No. 2 filed on February 12, 2013 (the Original Schedule 13G as amended, the "Schedule 13G"), with respect to shares of common stock, par value $0.001 (the "Common Stock"), of Crossroads Systems, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment amends and restates Items 2(a), 2(b), 2(c) and 4 in their entirety as set forth below.

 

 

Item 2(a). NAME OF PERSON FILING:

 

  This statement is filed by:
   
  (i) Revelation Special Situations Fund Ltd (the "Bermuda Fund"), with respect to the Common Stock (as defined below) directly held by it;
   
  (ii) Revelation Cayman Fund Ltd (the "Cayman Fund" and together with the Bermuda Fund, the "Funds"), with respect to the Common Stock directly held by it;
   
  (iii) Revelation Capital Management Ltd ("Revelation"), which serves as the investment manager of the Funds, with respect to the Common Stock directly held by the Funds; and
     
  (iv) Chris Kuchanny ("Mr. Kuchanny"), which serves as Director of the Bermuda Fund and Chairman and Chief Investment Officer of Revelation, with respect to the Common Stock directly held by the Funds.
     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

 

Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of the Bermuda Fund, Revelation and Mr. Kuchanny is Canon’s Court, 22 Victoria Street, Hamilton HM 11, Bermuda. The address of the business office of the Cayman Fund is c/o Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.

 

Item 2(c) CITIZENSHIP:

 

  Each of the Bermuda Fund and Revelation is a Bermuda exempted company. The Cayman Fund is a Cayman Islands exempted company. Mr. Kuchanny is a United Kingdom citizen.

 

 
CUSIP No. 22765D20913G/APage 7 of 9 Pages

 

Item 4. OWNERSHIP.
  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 Reporting Person.
   
 

The percentage set forth in Row (11) of the cover page for each Reporting Person is based on 11,836,895 shares of Common Stock issued and outstanding as of March 22, 2013, as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 15, 2013 and assumes the exercise of the warrants reported herein.

 

The Funds and the Funds' investment manager, Revelation, share voting and dispositive power over the shares held directly by each of the Funds. Mr. Kuchanny, as a principal of Revelation, shares voting and dispositive power over the shares reported by it. Each of Revelation and Mr. Kuchanny disclaims beneficial ownership of these securities (except to the extent of any pecuniary interest therein), and this report shall not be deemed an admission that either of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

 

 
CUSIP No. 22765D20913G/APage 8 of 9 Pages

 

SIGNATURES

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

DATED: April 23, 2013

 

 

  REVELATION SPECIAL SITUATIONS FUND LTD
   
   
 

/s/ Chris Kuchanny

  Name: Chris Kuchanny
  Title: Director
   
   
  REVELATION CAYMAN FUND LTD
  By: Revelation Capital Management Ltd
   
 

/s/ Chris Kuchanny

  Name: Chris Kuchanny
  Title: Chairman and Chief Investment Officer
   
   
  REVELATION CAPITAL MANAGEMENT LTD
   
  /s/ Chris Kuchanny
  Name: Chris Kuchanny
  Title: Chairman and Chief Investment Officer
   
  /s/ Chris Kuchanny
  Chris Kuchanny

 

 

 

 
CUSIP No. 22765D20913G/APage 9 of 9 Pages

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: April 23, 2013

 

 

  REVELATION SPECIAL SITUATIONS FUND LTD
   
   
 

/s/ Chris Kuchanny

  Name: Chris Kuchanny
  Title: Director
   
   
  REVELATION CAYMAN FUND LTD
 

By: Revelation Capital Management Ltd

   
 

/s/ Chris Kuchanny

  Name: Chris Kuchanny
  Title: Chairman and Chief Investment Officer
   
   
  REVELATION CAPITAL MANAGEMENT LTD
   
  /s/ Chris Kuchanny
  Name: Chris Kuchanny
  Title: Chairman and Chief Investment Officer
   
  /s/ Chris Kuchanny
  Chris Kuchanny