0001079973-16-000762.txt : 20160122 0001079973-16-000762.hdr.sgml : 20160122 20160122170524 ACCESSION NUMBER: 0001079973-16-000762 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160122 DATE AS OF CHANGE: 20160122 GROUP MEMBERS: JUSTIN B BORUS GROUP MEMBERS: LAZARUS INVESTMENT PARTNERS LLLP GROUP MEMBERS: LAZARUS MACRO MICRO PARTNERS LLLP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTHENTIDATE HOLDING CORP CENTRAL INDEX KEY: 0000885074 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 141673067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54235 FILM NUMBER: 161356806 BUSINESS ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 9087871700 MAIL ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 FORMER COMPANY: FORMER CONFORMED NAME: BITWISE DESIGNS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lazarus Management Co LLC CENTRAL INDEX KEY: 0001531964 IRS NUMBER: 331042318 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3200 CHERRY CREEK SOUTH DRIVE STREET 2: SUITE 670 CITY: DENVER STATE: CO ZIP: 80209 BUSINESS PHONE: 303-500-8821 MAIL ADDRESS: STREET 1: 3200 CHERRY CREEK SOUTH DRIVE STREET 2: SUITE 670 CITY: DENVER STATE: CO ZIP: 80209 SC 13D/A 1 adat_scd13da.htm SCHEDULE 13D/A adat_scd13da2-082812.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 24)
 
Under the Securities Exchange Act of 1934

Authentidate Holding Corp.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
052666104
  
  (CUSIP Nubmer)  
 
Adam D. Averbach, Esq.
c/o Lazarus Management Company LLC
3200 Cherry Creek South Drive, Suite 670
Denver, CO  80209
(303) 500-8821
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 15, 2016
(Date of event which requires filing of 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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o
 
 
 
SCHEDULE 13D
 
CUSIP No. 052666104
 
1.
 NAMES OF REPORTING PERSONS.
 
 Lazarus Management Company LLC  
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)   o
 (b)   x
3.
 SEC USE ONLY
4.
 SOURCE OF FUNDS
 
 PF, OO
5.
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 ☒
6.
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Colorado
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 SOLE VOTING POWER
 
 8,530,074
8.
 SHARED VOTING POWER
 
 0
9.
 SOLE DISPOSITIVE POWER
 
 8,530,074
10.
 SHARED DISPOSITIVE POWER
 
 0 
11.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 8,530,074
12.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
13.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 19.12%
14.
 TYPE OF REPORTING PERSON
 
 IA

 
2
SCHEDULE 13D
CUSIP No. 052666104
 
1.
 NAMES OF REPORTING PERSONS.
 
 Justin B. Borus 
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)   o
 (b)   x
3.
 SEC USE ONLY
4.
 SOURCE OF FUNDS
 
 PF, OO
5.
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 o
6.
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 SOLE VOTING POWER
 
 8,530,074
8.
 SHARED VOTING POWER
 
 0
9.
 SOLE DISPOSITIVE POWER
 
 8,530,074
10.
 SHARED DISPOSITIVE POWER
 
 0 
11.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 8,530,074
12.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
13.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 19.12%
14.
 TYPE OF REPORTING PERSON
 
 IN/HC

 
 
3
SCHEDULE 13D
 
CUSIP No. 052666104

 
1.
 NAMES OF REPORTING PERSONS.
 
 Lazarus Investment Partners LLLP 
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)   o
 (b)   x
3.
 SEC USE ONLY
4.
 SOURCE OF FUNDS
 
 PF, OO
5.
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 o
6.
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 SOLE VOTING POWER
 
 8,522,574
8.
 SHARED VOTING POWER
 
 0
9.
 SOLE DISPOSITIVE POWER
 
 8,522,574
10.
 SHARED DISPOSITIVE POWER
 
 0 
11.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 8,522,574
12.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
13.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 19.11%
14.
 TYPE OF REPORTING PERSON
 
 PN 

4
SCHEDULE 13D
 
CUSIP No. 052666104
 
1.
 NAMES OF REPORTING PERSONS.
 
 Lazarus Macro Micro Partners LLLP
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)   o
 (b)   x
3.
 SEC USE ONLY
4.
 SOURCE OF FUNDS
 
 PF, OO
5.
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 o
6.
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 SOLE VOTING POWER
 
 7,500
8.
 SHARED VOTING POWER
 
 0
9.
 SOLE DISPOSITIVE POWER
 
 7,500
10.
 SHARED DISPOSITIVE POWER
 
 0 
11.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 7,500
12.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
13.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 0.02%
14.
 TYPE OF REPORTING PERSON
 
 PN 

 
5
 
Explanatory Note
 
 
This Amendment No. 24 amends and supplements the statement on Schedule 13D originally filed by Lazarus Management Company LLC ("Lazarus Management"), Justin B. Borus and Lazarus Investment Partners LLLP ("Lazarus Partners") on August 28, 2012, as amended from time to time (the "Schedule 13D").  This Schedule 13D is also filed on behalf of Lazarus Macro Micro Partners LLLP ("Macro Micro Partners" and collectively with Lazarus Management, Mr. Borus and Lazarus Partners, the "Reporting Persons").  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.  The information set forth in response to each Item below shall be deemed to be a response to all Items where such information is relevant.

Item 3.  Source and Amount of Funds or Other Consideration.

The responses to Items 4, 5 and 6 of the Schedule 13D are incorporated herein by reference.

Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

On January 15, 2016, the Reporting Persons were notified by the Issuer that the Lockup Agreement dated December 15, 2015 and the Voting Agreement dated December 15, 2015 between the Issuer and Lazarus Partners, as disclosed in the Reporting Persons' Amendment No. 23 to Schedule 13D and in the Issuer's Form 8-K filed on December 17, 2015, became effective.  As a result of the effectiveness of the Lockup Agreement, the parties have agreed that warrants to purchase 6,233,634 shares of the Issuer's common stock, exercisable by their terms, are not exercisable during the term of the Lockup Agreement pursuant to the restrictions contained therein.  Reporting Persons are filing this Schedule 13D to report revised beneficial ownership as calculated under Rule 13d-3 of the Securities Exchange Act of 1934 for purposes of this Schedule 13D, however the Reporting Persons have not engaged in any transactions related to such securities.

Item 5.  Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby supplemented by adding the following:

Reference is made to Items 7, 9, 11 and 13 of pages 2-5 of this Schedule 13D, which items are incorporated by reference.  The securities reported on this Schedule 13D that are held by Lazarus Partners consist of 6,680,461 shares of common stock and 200,000 shares of Series D Preferred Stock that are convertible into 1,842,113 shares of common stock.  The securities reported on this Schedule 13D that are held by Macro Micro Partners consist of 7,500 shares of common stock.  Excluded from these totals are warrants to purchase an additional 7,233,634 shares of common stock that are either not exercisable within 60 days of the date of this filing or subject to exercise restrictions in connection with the Lockup Agreement described above.  The calculation of percentage of beneficial ownership in Item 13 of pages 2-5 was calculated using information from Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 10, 2015, in which the Issuer stated that there were 42,760,609 shares of common stock outstanding as of December 4, 2015.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information disclosed in Item 4 above is incorporated herein by reference.

Item 7.  Material to Be Filed as Exhibits.

Exhibit A:
   
Joint Filing Agreement, dated as of January 22, 2016, by and among Lazarus Investment Partners LLLP, Lazarus Macro Micro Partners LLLP, Lazarus Management Company LLC and Justin B. Borus.
 
 
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 22, 2016


LAZARUS INVESTMENT PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its General Partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 
LAZARUS MACRO MICRO PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its General Partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
LAZARUS MANAGEMENT COMPANY LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 
/s/ Justin B. Borus
Justin B. Borus


7
 EX-99.A 2 ex_a.htm EXHIBIT A
 
Exhibit A

JOINT FILING AGREEMENT



This will confirm the agreement by and among the undersigned that the Schedule 13D 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 Authentidate Holding Corp., a Delaware corporation, 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:  January 22, 2016
 
 
LAZARUS INVESTMENT PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its General Partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 
LAZARUS MACRO MICRO PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its General Partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
LAZARUS MANAGEMENT COMPANY LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 
/s/ Justin B. Borus
Justin B. Borus