-----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, GDMa9vqiUOU3Tf39ZqmHtPz2jmTTwVq65iBeM/P8wTbV0Jz02iRxWMCHnhdHQ8mZ 2Un+8YpBlUMLx3WsgMn54A== 0000950131-02-000559.txt : 20020414 0000950131-02-000559.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950131-02-000559 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 GROUP MEMBERS: CITADEL INVESTMENT GROUP, L.L.C. GROUP MEMBERS: CITADEL TRADING GROUP, L.L.C. GROUP MEMBERS: FISHER CAPITAL LTD. GROUP MEMBERS: GLB PARTNERS, L.P. GROUP MEMBERS: KENNETH GRIFFIN GROUP MEMBERS: KENSINGTON GLOBAL STRATEGIES FUND, LTD. GROUP MEMBERS: WELLINGTON PARTNERS LIMITED PARTNERSHIP GROUP MEMBERS: WINGATE CAPITAL LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROBOTIC VISION SYSTEMS INC CENTRAL INDEX KEY: 0000225868 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 112400145 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18706 FILM NUMBER: 02550024 BUSINESS ADDRESS: STREET 1: 5 SHAWMUT ROAD CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 7818210830 MAIL ADDRESS: STREET 1: 5 SHAWMUT ROAD CITY: CANTON STATE: MA ZIP: 02021 FORMER COMPANY: FORMER CONFORMED NAME: SOLID PHOTOGRAPHY INC DATE OF NAME CHANGE: 19810819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000931939 IRS NUMBER: 363754834 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 225 WEST WASHINGTON ST STREET 2: 9TH FL CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126962100 MAIL ADDRESS: STREET 1: 225 W WASHINGTON ST STREET 2: STE 900 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL INVESTMENT MANAGEMENT LP /ADV DATE OF NAME CHANGE: 19960524 SC 13G/A 1 dsc13ga.txt AMENDMENT #3 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 3)* Robotic Vision Systems, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 771074-10-1 --------------------------------------------- (CUSIP Number) December 31, 2001 --------------------------------------------- Date of Event Which Requires Filing of the 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 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 ("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 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 2 of 23 Pages - ------------------------ ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name Citadel Limited Partnership - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Illinois Limited Partnership U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,714 Prepaid Common Stock Purchase Warrants OWNED BY (exercisable into 2,226,105 shares of Common EACH Stock)/(1)//(2)//(3)/ REPORTING 376,923 Incentive Stock Purchase Warrants PERSON (exercisable into 376,923 shares of Common WITH Stock)/(1)//(3)/ 2,000,000 New Warrants (exercisable into 2,000,000 shares of Common Stock)/(1)//(3)/ 14 shares of Common Stock ----------------------------------------------------------- SOLE DISPOSITIVE POWER 7 0 ----------------------------------------------------------- SHARED DISPOSITIVE POWER 8 See Row 6 above. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 See Row 6 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES/(3)/* 10 [X] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 Up to 10.0% as of December 31, 2001./(3)/ (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in Row 6 above.) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 PN;HC - ------------------------------------------------------------------------------ /(1)/ See Item 4, Endnote 1. /(2)/ Prepaid Common Stock Warrants also accrue premiums, payable in cash or common stock, at the discretion of the Issuer. Such shares are not reported as beneficially owned herein. /(3)/ Pursuant to the terms of the Prepaid Common Stock Purchase Warrants, the Incentive Stock Purchase Warrants and the New Warrants, the Reporting Person cannot be the "beneficial owner" of more than 10.0% of the Common Stock within the meaning of Rule 13d-1 of the Securities Exchange Act of 1934. Page 2 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 3 of 23 Pages - ------------------------ ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name GLB Partners, L.P - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware Limited Partnership U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,714 Prepaid Common Stock Purchase Warrants OWNED BY (exercisable into 2,226,105 shares of Common EACH Stock)/(1)//(2)//(3)/ REPORTING 376,923 Incentive Stock Purchase Warrants PERSON (exercisable into 376,923 shares of Common WITH Stock)/(1)//(3)/ 2,000,000 New Warrants (exercisable into 2,000,000 shares of Common Stock)/(1)//(3)/ 14 shares of Common Stock ----------------------------------------------------------- SOLE DISPOSITIVE POWER 7 0 ----------------------------------------------------------- SHARED DISPOSITIVE POWER 8 See Row 6 above. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 See Row 6 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES/(3)/* 10 [X] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 Up to 10.0% as of December 31, 2001./(3)/ (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in Row 6 above.) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 PN;HC - ------------------------------------------------------------------------------ /(1)/ See Item 4, Endnote 1. /(2)/ Prepaid Common Stock Warrants also accrue premiums, payable in cash or common stock, at the discretion of the Issuer. Such shares are not reported as beneficially owned herein. /(3)/ Pursuant to the terms of the Prepaid Common Stock Purchase Warrants, the Incentive Stock Purchase Warrants and the New Warrants, the Reporting Person cannot be the "beneficial owner" of more than 10.0% of the Common Stock within the meaning of Rule 13d-1 of the Securities Exchange Act of 1934. Page 3 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 4 of 23 Pages - ------------------------ ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name Citadel Investment Group, L.L.C. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware Limited Liability Company, U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,714 Prepaid Common Stock Purchase Warrants OWNED BY (exercisable into 2,226,105 shares of Common EACH Stock)/(1)//(2)//(3)/ REPORTING 376,923 Incentive Stock Purchase Warrants PERSON (exercisable into 376,923 shares of Common WITH Stock)/(1)//(3)/ 2,000,000 New Warrants (exercisable into 2,000,000 shares of Common Stock)/(1)//(3)/ 14 shares of Common Stock ----------------------------------------------------------- SOLE DISPOSITIVE POWER 7 0 ----------------------------------------------------------- SHARED DISPOSITIVE POWER 8 See Row 6 above. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 See Row 6 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES/(3)/* 10 [X] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 Up to 10.0% as of December 31, 2001./(3)/ (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in Row 6 above.) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 OO;HC - ------------------------------------------------------------------------------ /(1)/ See Item 4, Endnote 1. /(2)/ Prepaid Common Stock Warrants also accrue premiums, payable in cash or common stock, at the discretion of the Issuer. Such shares are not reported as beneficially owned herein. /(3)/ Pursuant to the terms of the Prepaid Common Stock Purchase Warrants, the Incentive Stock Purchase Warrants and the New Warrants, the Reporting Person cannot be the "beneficial owner" of more than 10.0% of the Common Stock within the meaning of Rule 13d-1 of the Securities Exchange Act of 1934. Page 4 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 5 of 23 Pages - ------------------------ ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name Kenneth Griffin - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S. Citizen, U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,714 Prepaid Common Stock Purchase Warrants OWNED BY (exercisable into 2,226,105 shares of Common EACH Stock)/(1)//(2)//(3)/ REPORTING 376,923 Incentive Stock Purchase Warrants PERSON (exercisable into 376,923 shares of Common WITH Stock)/(1)//(3)/ 2,000,000 New Warrants (exercisable into 2,000,000 shares of Common Stock)/(1)//(3)/ 14 shares of Common Stock ----------------------------------------------------------- SOLE DISPOSITIVE POWER 7 0 ----------------------------------------------------------- SHARED DISPOSITIVE POWER 8 See Row 6 above. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 See Row 6 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES/(3)/* 10 [X] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 Up to 10.0% as of December 31, 2001./(3)/ (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in Row 6 above.) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 IN - ------------------------------------------------------------------------------ /(1)/ See Item 4, Endnote 1. /(2)/ Prepaid Common Stock Warrants also accrue premiums, payable in cash or common stock, at the discretion of the Issuer. Such shares are not reported as beneficially owned herein. /(3)/ Pursuant to the terms of the Prepaid Common Stock Purchase Warrants, the Incentive Stock Purchase Warrants and the New Warrants, the Reporting Person cannot be the "beneficial owner" of more than 10.0% of the Common Stock within the meaning of Rule 13d-1 of the Securities Exchange Act of 1934. Page 5 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 6 of 23 Pages - ------------------------ ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name Wellington Partners Limited Partnership - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Illinois Limited Partnership U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 1,650 Prepaid Common Stock Purchase Warrants OWNED BY (exercisable into 2,401,047 shares of Common EACH Stock)/(1)//(2)/ REPORTING 131,923 Incentive Stock Purchase Warrants PERSON (exercisable into 131,923 shares of Common WITH Stock)/(1)/ 780,000 New Warrants (exercisable into 780,000 shares of Common Stock)/(1)/ 14 shares of Common Stock ----------------------------------------------------------- SOLE DISPOSITIVE POWER 7 0 ----------------------------------------------------------- SHARED DISPOSITIVE POWER 8 See Row 6 above. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 See Row 6 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 Approximately 7.4% as of December 31, 2001. (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in Row 6 above.) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 PN;HC - ------------------------------------------------------------------------------ /(1)/ See Item 4, Endnote 1. /(2)/ Prepaid Common Stock Warrants also accrue premiums, payable in cash or common stock, at the discretion of the Issuer. Such shares are not reported as beneficially owned herein. Page 6 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 7 of 23 Pages - ------------------------ ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name Wingate Capital Ltd. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Cayman Islands Company - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 1,650 Prepaid Common Stock Purchase Warrants OWNED BY (exercisable into 2,401,047 shares of Common EACH Stock)/(1)//(2)/ REPORTING 131,923 Incentive Stock Purchase Warrants PERSON (exercisable into 131,923 shares of Common WITH Stock)/(1)/ 780,000 New Warrants (exercisable into 780,000 shares of Common Stock)/(1)/ ----------------------------------------------------------- SOLE DISPOSITIVE POWER 7 0 ----------------------------------------------------------- SHARED DISPOSITIVE POWER 8 See Row 6 above. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 See Row 6 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 Approximately 7.4% as of December 31, 2001. (Based on 41,427,389 shares Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in Row 6 above.) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 CO - ------------------------------------------------------------------------------ /(1)/ See Item 4, Endnote 1. /(2)/ Prepaid Common Stock Warrants also accrue premiums, payable in cash or common stock, at the discretion of the Issuer. Such shares are not reported as beneficially owned herein. Page 7 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 8 of 23 Pages - ------------------------ ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name Kensington Global Strategies Fund, Ltd. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Bermuda Company - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 3,064 Prepaid Common Stock Purchase Warrants OWNED BY (exercisable into 3,138,043 shares of Common EACH Stock)/(1)//(2)//(3)/ REPORTING 245,000 Incentive Stock Purchase Warrants PERSON (exercisable into 245,000 shares of Common WITH Stock)/(1)//(3)/ 1,220,000 New Warrants (exercisable into 1,220,000 shares of Common Stock)/(1)//(3)/ ----------------------------------------------------------- SOLE DISPOSITIVE POWER 7 0 ----------------------------------------------------------- SHARED DISPOSITIVE POWER 8 See Row 6 above. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 See Row 6 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES/(3)/* 10 [X] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 Up to 10.0% as of December 31, 2001./(3)/ (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in Row 6 above.) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 CO; HC - ------------------------------------------------------------------------------ /(1)/ See Item 4, Endnote 1. /(2)/ Prepaid Common Stock Warrants also accrue premiums, payable in cash or common stock, at the discretion of the Issuer. Such shares are not reported as beneficially owned herein. /(3)/ Pursuant to the terms of the Prepaid Common Stock Purchase Warrants, the Incentive Stock Purchase Warrants and the New Warrants, the Reporting Person cannot be the "beneficial owner" of more than 10.0% of the Common Stock within the meaning of Rule 13d-1 of the Securities Exchange Act of 1934. Page 8 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 9 of 23 Pages - ------------------------ ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name Fisher Capital Ltd. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Cayman Islands Company - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 3,064 Prepaid Common Stock Purchase Warrants OWNED BY (exercisable into 3,138,043 shares of Common EACH Stock)/(1)//(2)//(3)/ REPORTING 245,000 Incentive Stock Purchase Warrants PERSON (exercisable into 245,000 shares of Common WITH Stock)/(1)//(3)/ 1,220,000 New Warrants (exercisable into 1,220,000 shares of Common Stock)/(1)//(3)/ ----------------------------------------------------------- SOLE DISPOSITIVE POWER 7 0 ----------------------------------------------------------- SHARED DISPOSITIVE POWER 8 See Row 6 above. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 See Row 6 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES/(3)/* 10 [X] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 Up to 10.0% as of December 31, 2001./(3)/ (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in Row 6 above.) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 CO - ------------------------------------------------------------------------------ /(1)/ See Item 4, Endnote 1. /(2)/ Prepaid Common Stock Warrants also accrue premiums, payable in cash or common stock, at the discretion of the Issuer. Such shares are not reported as beneficially owned herein. /(3)/ Pursuant to the terms of the Prepaid Common Stock Purchase Warrants, the Incentive Stock Purchase Warrants and the New Warrants, the Reporting Person cannot be the "beneficial owner" of more than 10.0% of the Common Stock within the meaning of Rule 13d-1 of the Securities Exchange Act of 1934. Page 9 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 10 of 23 Pages - ------------------------ ------------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name Citadel Trading Group, L.L.C. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware limited liablility company U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 OWNED BY EACH 14 shares of Common Stock REPORTING ----------------------------------------------------------- PERSON SOLE DISPOSITIVE POWER WITH 7 0 ----------------------------------------------------------- SHARED DISPOSITIVE POWER 8 See Row 6 above. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 See Row 6 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 Approximately 0% as of December 31, 2001. (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001.) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 OO - ------------------------------------------------------------------------------ Page 10 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 11 of 23 Pages - ------------------------ ------------------------ Item 1(a) Name of Issuer: Robotic Vision Systems, Inc. 1(b) Address of Issuer's Principal Executive Offices: 425 Rabro Drive East Hauppauge, NY 11788 Item 2(a) Name of Person Filing Item 2(b) Address of Principal Business Office Item 2(c) Citizenship Citadel Limited Partnership 225 W. Washington 9th Floor Chicago, Illinois 60606 Illinois limited partnership GLB Partners, L.P. 225 W. Washington 9th Floor Chicago, Illinois 60606 Delaware limited partnership Citadel Investment Group, L.L.C. 225 W. Washington 9th Floor Chicago, Illinois 60606 Delaware limited liability company Kenneth Griffin 225 W. Washington 9th Floor Chicago, Illinois 60606 U.S. Citizen Wellington Partners Limited Partnership c/o Citadel Investment Group, L.L.C. 225 W. Washington 9th Floor Chicago, Illinois 60606 Illinois limited partnership Page 11 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 12 of 23 Pages - ------------------------ ------------------------ Wingate Capital Ltd. c/o Citadel Investment Group, L.L.C. 225 W. Washington 9th Floor Chicago, Illinois 60606 Cayman Islands company Kensington Global Strategies Fund, Ltd. c/o Citadel Investment Group, L.L.C. 225 W. Washington 9th Floor Chicago, Illinois 60606 Bermuda company Fisher Capital Ltd. c/o Citadel Investment Group, L.L.C. 225 W. Washington 9th Floor Chicago, Illinois 60606 Cayman Islands company Citadel Trading Group, L.L.C. c/o Citadel Investment Group, L.L.C. 225 W. Washington 9th Floor Chicago, Illinois 60606 Cayman Islands company 2(d) Title of Class of Securities: Common Stock, par value $0.01 per share 2(e) CUSIP Number: 771074-10-1 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [__] Broker or dealer registered under Section 15 of the Exchange Act; (b) [__] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [__] Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) [__] Investment company registered under Section 8 of the Investment Company Act; (e) [__] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); Page 12 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 13 of 23 Pages - ------------------------ ------------------------ (f) [__] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [__] A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G); (h) [__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [__] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [__] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Item 4 Ownership: CITADEL LIMITED PARTNERSHIP (a) Amount beneficially owned: 4,714 Prepaid Common Stock Purchase Warrants (exercisable into 2,226,105 shares of Common Stock)(1)(2) 376,923 Incentive Stock Purchase Warrants (exercisable into 376,923 shares of Common Stock)(1) 2,000,000 New Warrants (exercisable into 2,000,000 shares of Common Stock)(1) 14 shares of Common Stock (b) Percent of Class: Up to 10.0% as of December 31, 2001.(1) (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in item (a) above.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: See item (a) above. (iii) sole power to dispose or to direct the disposition of: 0 Page 13 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 14 of 23 Pages - ------------------------ ------------------------ (iv) shared power to dispose or to direct the disposition of: See item (a) above. GLB PARTNERS, L.P. (a) Amount beneficially owned: 4,714 Prepaid Common Stock Purchase Warrants (exercisable into 2,226,105 shares of Common Stock)(1)(2) 376,923 Incentive Stock Purchase Warrants (exercisable into 376,923 shares of Common Stock)(1) 2,000,000 New Warrants (exercisable into 2,000,000 shares of Common Stock)(1) 14 shares of Common Stock (b) Percent of Class: Up to 10.0% as of December 31, 2001.(1) (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in item (a) above.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: See item (a) above. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: See item (a) above. CITADEL INVESTMENT GROUP, L.L.C. (a) Amount beneficially owned: 4,714 Prepaid Common Stock Purchase Warrants (exercisable into 2,226,105 shares of Common Stock)(1)(2) 376,923 Incentive Stock Purchase Warrants (exercisable into 376,923 shares of Common Stock)(1) 2,000,000 New Warrants (exercisable into 2,000,000 shares of Common Stock)(1) 14 shares of Common Stock Page 14 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 15 of 23 Pages - ------------------------ ------------------------ (b) Percent of Class: Up to 10.0% as of December 31, 2001.(1) (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in item (a) above.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: See item (a) above. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: See item (a) above. KENNETH GRIFFIN (a) Amount beneficially owned: 4,714 Prepaid Common Stock Purchase Warrants (exercisable into 2,226,105 shares of Common Stock)(1)(2) 376,923 Incentive Stock Purchase Warrants (exercisable into 376,923 shares of Common Stock)(1) 2,000,000 New Warrants (exercisable into 2,000,000 shares of Common Stock)(1) 14 shares of Common Stock (b) Percent of Class: Up to 10.0% as of December 31, 2001.(1) (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in item (a) above.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: See item (a) above. Page 15 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 16 of 23 Pages - ------------------------ ------------------------ (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: See item (a) above. WELLINGTON PARTNERS LIMITED PARTNERSHIP (a) Amount beneficially owned: 1,650 Prepaid Common Stock Purchase Warrants (exercisable into 2,401,047 shares of Common Stock)(1)(2) 131,923 Incentive Stock Purchase Warrants (exercisable into 131,923 shares of Common Stock)(1) 780,000 New Warrants (exercisable into 780,000 shares of Common Stock)(1) 14 shares of Common Stock (b) Percent of Class: Approximately 7.4% as of December 31, 2001. (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in item (a) above.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: See item (a) above. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: See item (a) above. Page 16 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 17 of 23 Pages - ------------------------ ------------------------ WINGATE CAPITAL LTD. (a) Amount beneficially owned: 1,650 Prepaid Common Stock Purchase Warrants (exercisable into 2,401,047 shares of Common Stock)(1)(2) 131,923 Incentive Stock Purchase Warrants (exercisable into 131,923 shares of Common Stock)(1) 780,000 New Warrants (exercisable into 780,000 shares of Common Stock)(1) (b) Percent of Class: Approximately 7.4% as of December 31, 2001. (Based on 41,427,389 Shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in item (a) above.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: See item (a) above. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: See item (a) above. KENSINGTON GLOBAL STRATEGIES FUND, LTD. (a) Amount beneficially owned: 3,064 Prepaid Common Stock Purchase Warrants (exercisable into 3,138,043 shares of Common Stock)(1)(2) 245,000 Incentive Stock Purchase Warrants (exercisable into 245,000 shares of Common Stock)(1) 1,220,000 New Warrants (exercisable into 1,220,000 shares of Common Stock)(1) (b) Percent of Class: Up to 10.0% as of December 31, 2001. (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in item (a) above.) Page 17 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 18 of 23 Pages - ------------------------ ------------------------ (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: See item (a) above. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: See item (a) above. Page 18 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 19 of 23 Pages - ------------------------ ------------------------ FISHER CAPITAL LTD. (a) Amount beneficially owned: 3,064 Prepaid Common Stock Purchase Warrants (exercisable into 3,138,043 shares of Common Stock)(1)(2) 245,000 Incentive Stock Purchase Warrants (exercisable into 245,000 shares of Common Stock)(1) 1,220,000 New Warrants (exercisable into 1,220,000 shares of Common Stock)(1) (b) Percent of Class: Up to 10.0% as of December 31, 2001. (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001, plus the Common Stock issuable upon the exercise of the warrants referred to in item (a) above.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: See item (a) above. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: See item (a) above. CITADEL TRADING GROUP, L.L.C. (a) Amount beneficially owned: 14 shares of Common Stock (b) Percent of Class: Approximately 0% as of December 31, 2001. (Based on 41,427,389 shares of Common Stock issued and outstanding as of December 20, 2001.) Page 19 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 20 of 23 Pages - ------------------------ ------------------------ (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: See item (a) above. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: See item (a) above. /(1)/As of any date ("Exercise Date"), subject to the limitations described below, a portion of the Prepaid Common Stock Purchase Warrants may be exercised into a number of shares of Common Stock determined by dividing the Stated Value of such securities ($1,000 per warrant) (plus, in the Issuer's discretion, an amount equal to any accrued but unpaid premiums due with respect to such securities) by the applicable exercise price ("Exercise Price"). The Exercise Price is equal to the lesser of (i) $3.96 ("Fixed Exercise Price") and (ii) 95% of the average of the three lowest closing bid prices (as reported on the Nasdaq National Market System) in the Pricing Period ending on the trading day immediately preceding the Exercise Date ("Market Price"). As used herein, "Pricing Period" shall mean 20 trading days, plus one additional trading day for each 30 day period between August 19, 1999 and the Exercise Date. As a result, if the Market Price is less than the Fixed Exercise Price, the Exercise Price will fluctuate depending upon the closing bid price of the Issuer's Common Stock. As a consequence, the number of shares of Common Stock into which the Prepaid Common Stock Purchase Warrants may be exercised, and consequently the number of shares of such securities which the holders of such securities may be deemed to beneficially own, may fluctuate on a daily basis based solely on the Common Stock's market price and without any action taken by the holders of such securities. As of December 31, 2001, the Exercise Price was $0.68720. In addition, the Incentive Stock Purchase Warrants may be exercised by the Reporting Persons into an equal number of shares of Common Stock at a fixed price of $3.96 per share at any time. The New Warrants may be exercised by the Reporting Persons into an equal number of shares of Common Stock at a fixed price of $4.02 per share at any time. None of the holders of the warrants reported herein may exercise such securities to the extent that, after giving effect to such exercise, through exercise of the warrants or otherwise, such holder (together with such holder's affiliates) would have acquired beneficial ownership of (as defined in Rule 13d-3, but excluding warrants other than that with respect to which such determination is made) a number of shares which, when added to the number of shares of Common Stock beneficially owned Page 20 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 21 of 23 Pages - ------------------------ ------------------------ (as defined in Rule 13d-3, but excluding warrants other than that with respect to which such determination is made) at the beginning of the 60-day period ending on and including the date of such exercise, in excess of 10.00% of the outstanding shares of the Issuer's Common Stock following such exercise during the 60-day period ending on and including such exercise date. Accordingly, the holders of such securities cannot be "beneficial owners" of more than 10.00% of the securities of Issuer within the meaning of Rule 13d-3 to the extent that the prohibitions in the foregoing sentence apply, and this Schedule shall not be construed as an admission that such holders of the securities reported herein are "beneficial owners" to such extent. The 10.00% limitation is cumulative across the warrants such that the warrants may be exercised in any combination so long as the 10.00% limitation is not exceeded. /(2)/ Prepaid Common Stock Purchase Warrants accrue premiums payable in cash or Common Stock, at the discretion of the Issuer. As of December 31, 2001, premiums of approximately $945,641 had accrued on the Prepaid Common Stock Purchase Warrants, which upon exercise of the warrants and at the discretion of the Company, could have been converted into an additional 1,376,079 shares of Common Stock. Such shares are not reported as beneficially owned herein. 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: See Item 2 above. Item 8 Identification and Classification of Members of the Group: Not Applicable. Item 9 Notice of Dissolution of Group: Not Applicable. Item 10 Certification: By signing below I certify that, to the best of my 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. Page 21 of 23 After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated this 13th day of February, 2002 /s/ Kenneth Griffin --------------------- Kenneth Griffin
CITADEL LIMITED PARTNERSHIP CITADEL INVESTMENT GROUP, L.L.C. By: GLB Partners, L.P., By: /s/ Kenneth Griffin its General Partner ---------------------------------- Kenneth Griffin, President By: Citadel Investment Group, L.L.C., its General Partner By: /s/ Kenneth Griffin ------------------------------------ Kenneth Griffin, President GLB PARTNERS, L.P. WELLINGTON PARTNERS LIMITED PARTNERSHIP By: Citadel Investment Group, L.L.C., By: Citadel Limited Partnership, its General Partner its General Partner By: /s/ Kenneth Griffin By: GLB Partners, L.P., ------------------------------------------------ its General Partner Kenneth Griffin, President By: Citadel Investment Group, L.L.C., its General Partner By: /s/ Kenneth Griffin -------------------------------------- Kenneth Griffin, President WINGATE CAPITAL LTD. KENSINGTON GLOBAL STRATEGIES FUND, LTD. By: Citadel Limited Partnership, By: Citadel Limited Partnership, its Trading Manager its General Partner By: GLB Partners, L.P., By: GLB Partners, L.P., its General Partner its General Partner By: Citadel Investment Group, L.L.C., By: Citadel Investment Group, L.L.C., its General Partner its General Partner By: /s/ Kenneth Griffin By: /s/ Kenneth Griffin ---------------------------------- --------------------------------------- Kenneth Griffin, President Kenneth Griffin, President
Page 22 of 23 - ------------------------ ------------------------ CUSIP NO. 771074-10-1 13G Page 23 of 23 Pages - ------------------------ ------------------------
FISHER CAPITAL LTD. CITADEL TRADING GROUP, L.L.C. By: Citadel Limited Partnership, By: Citadel Limited Partnership, its Trading Manager its Managing Member By: GLB Partners, L.P., By: GLB Partners, L.P., its General Partner its General Partner By: Citadel Investment Group, L.L.C., By: Citadel Investment Group, L.L.C., its General Partner its General Partner By: /s/ Kenneth Griffin By: /s/ Kenneth Griffin ------------------------------ --------------------------------------- Kenneth Griffin, President Kenneth Griffin, President
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