-----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, GEwjx+YUqPpY1fYLwwHnGmeA/nvOCt2XNHGSBlhETED7WTsbE5ALGFysQPyxJf2b E5aFZQRtuaHw7GA6rv7xhQ== 0000890163-04-000439.txt : 20041209 0000890163-04-000439.hdr.sgml : 20041209 20041209170421 ACCESSION NUMBER: 0000890163-04-000439 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041209 DATE AS OF CHANGE: 20041209 GROUP MEMBERS: CIRCLE T INTERNATIONAL, LTD. GROUP MEMBERS: CIRCLE T PARTNERS (QP), L.P. GROUP MEMBERS: CIRCLE T PARTNERS, L.P. GROUP MEMBERS: SETH TOBIAS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WINDSORTECH INC CENTRAL INDEX KEY: 0000027960 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 132599131 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-77943 FILM NUMBER: 041193952 BUSINESS ADDRESS: STREET 1: 70 LAKE DRIVE STREET 2: - CITY: HIGHTSTOWN STATE: NJ ZIP: 08520 BUSINESS PHONE: 609-426-4666 MAIL ADDRESS: STREET 1: 70 LAKE DRIVE STREET 2: - CITY: HIGHTSTOWN STATE: NJ ZIP: 08520 FORMER COMPANY: FORMER CONFORMED NAME: DELTA STATES OIL INC DATE OF NAME CHANGE: 19941019 FORMER COMPANY: FORMER CONFORMED NAME: AUTOMATED DATA SCIENCES INC DATE OF NAME CHANGE: 19740221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TOBIAS SETH CENTRAL INDEX KEY: 0001069085 IRS NUMBER: 204547704 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 7329331932 MAIL ADDRESS: STREET 1: 27 N SUNNYCREST DR CITY: LITTLE SILVER STATE: NJ ZIP: 07739 SC 13G 1 s11-5025_13g.txt SCHEDULE 13G UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 WASHINGTON, D.C. 20549 Expires: December 31, 2005 SCHEDULE 13G Estimated average (RULE 13D-102) burden hours per response. . 11 INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 WINDSORTECH, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 97380P100 (CUSIP Number) December 3, 2004 (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 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). CUSIP NO. 97380P100 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Circle T Partners, L.P. 13-3869729 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 2,000,000 shares of Common Stock REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,000,000 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 shares of Common Stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN (Limited Partnership) 2 CUSIP NO. 97380P100 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Circle T Partners (QP), L.P. 20-0054621 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 2,000,000 shares of Common Stock REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,000,000 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 shares of Common Stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN (Limited Partnership) 3 CUSIP NO. 97380P100 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Circle T International, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 2,000,000 shares of Common Stock REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,000,000 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 shares of Common Stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO 4 CUSIP NO. 97380P100 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Seth Tobias 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 2,000,000 shares of Common Stock REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,000,000 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 shares of Common Stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN 5 ITEM 1. (A) NAME OF ISSUER WindsorTech, Inc. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 70 Lake Drive Highstown, NJ 08520 ITEM 2. (A) NAME OF PERSON FILING This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended: (i) Circle T Partners, L.P.; (ii) Circle T Partners (QP), L.P.; (iii) Circle T International, Ltd.; and (iv) Seth Tobias. Circle T Partners, L.P., Circle T Partners (QP), L.P., Circle T International, Ltd. and Seth Tobias as referred to in this Schedule 13G as the "Reporting Persons." The identification of the Reporting Persons which acquired the shares of Common Stock which are subject to this report on Schedule 13G are set out on Exhibit A attached hereto. (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE For (i) and (ii): 153 E. 53rd Street, Suite 5501 New York, New York 10022 For (iii) and (iv): Seth Tobias 250 Glenmoor Road Gladwyne, PA 19035 (C) CITIZENSHIP (i) Delaware (ii) Delaware (iii) British Virgin Islands (iv) USA (D) TITLE OF CLASS OF SECURITIES Common Stock, par value $.01 per share (E) CUSIP NUMBER 97380P100 ITEM 3. Not Applicable 6 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. Circle Partners, L.P. Circle T Partners (QP), L.P. Circle T International, Ltd Seth Tobias (a) AMOUNT BENEFICIALLY OWNED: 2,000,000 shares of Common Stock (b) PERCENT OF CLASS: 7.9% (c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 0 (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 2,000,000 shares of Common Stock. (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 0 (iv) SHARED POWER TO DISPOSE OR T ODIRECT THE DISPOSITION OF 2,000,000 shares of Common Stock. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this Statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] 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 OR CONTROL PERSON Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP See Exhibit A attached hereto. 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. 7 SIGNATURE 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 9th day of December, 2004 CIRCLE T PARTNERS, L.P. By: /s/ Seth Tobias --------------------------------- Seth Tobias, Managing Member of the General Partner CIRCLE T PARTNERS (QP), L.P. By: /s/ Seth Tobias --------------------------------- Seth Tobias, Managing Member of the General Partner CIRCLE T INTERNATIONAL, LTD. By: /s/ Seth Tobias --------------------------------- Seth Tobias, President of the General Partner of the Investment Manager /s/ Seth Tobias --------------------------------- Seth Tobias EXHIBIT INDEX The following exhibits are filed with this report on Schedule 13G: Exhibit A Identification of the Reporting Persons which acquired the shares which are the subject of this report on Schedule 13G. Exhibit B Joint Filing Agreement dated December 9, 2004 among Circle T Partners, L.P., Circle T Partners (QP), L.P., Circle T International, Ltd., and Seth Tobias. EX-32 2 s11-5025_exa.txt EXHIBIT A Exhibit A Identification of Reporting Persons which acquired the shares which are the subject of this report on Schedule 13G. (1) Circle T Partners, L.P., a private investment partnership formed under the laws of State of Delaware. Tobias GP, LLC is the General Partner of Circle T Partners L.P. Mr. Seth Tobias is the Managing Member of Tobias Capital L.P. (2) Circle T Partners (QP), L.P. a private investment partnership formed under the laws of State of Delaware. Tobias GP, LLC is the General Partner of Circle T Partners (QP), L.P. Mr. Seth Tobias is the Managing Member of Tobias GP, LLC. (3) Circle T International, Ltd., an international business company formed under the laws of the British Virgin Islands. Tobias Capital L.P.. is the Investment Manager of Circle T International, Ltd. Seth Tobias is the President of Tobias Capital, Inc., the general partner of Tobias Capital. (4) Seth Tobias serves as the investment manager to a number of managed accounts with respect to the shares of Common Stock (as defined in Section 2(d)) directly owned by the managed accounts. EX-99 3 s11-5025_exb.txt EXHIBIT B Exhibit B JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13G being filed by Circle T Partners, L.P., Circle T Partners (QP) L.P., Circle T International, Ltd., and Seth Tobias in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated this 9th day of December, 2004 CIRCLE T PARTNERS, L.P. By: /s/ Seth Tobias --------------------------------- Seth Tobias, Managing Member of the General Partner CIRCLE T PARTNERS (QP), L.P. By: /s/ Seth Tobias --------------------------------- Seth Tobias, Managing Member of the General Partner CIRCLE T INTERNATIONAL, LTD. By: /s/ Seth Tobias --------------------------------- Seth Tobias, President of the General Partner of the Investment Manager /s/ Seth Tobias --------------------------------- Seth Tobias -----END PRIVACY-ENHANCED MESSAGE-----