-----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, TK+28pgNJnxaADXNCu0ZCcMfSEJcBFvBm8l6qCAdnSoM764cvOqNezyexHwDuhsm oOqyMIilQg3hCzzGMHqCjg== 0000890163-07-000403.txt : 20070629 0000890163-07-000403.hdr.sgml : 20070629 20070629105600 ACCESSION NUMBER: 0000890163-07-000403 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070629 DATE AS OF CHANGE: 20070629 GROUP MEMBERS: CIRCLE T INTERNATIONAL, LTD. GROUP MEMBERS: CIRCLE T PARTNERS, L.P. GROUP MEMBERS: CIRCLE T2 LP GROUP MEMBERS: GOREN COUSINS I LLC GROUP MEMBERS: JAG MULTI INVESTMENTS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QSGI 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-77943 FILM NUMBER: 07948943 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: WINDSORTECH INC DATE OF NAME CHANGE: 20020205 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 Bros., Inc. CENTRAL INDEX KEY: 0001352886 IRS NUMBER: 133864711 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 623 FIFTH AVENUE STREET 2: SUITE 2501 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-5050 MAIL ADDRESS: STREET 1: 623 FIFTH AVENUE STREET 2: SUITE 2501 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 s11-7513.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 QSGI, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 97380P100 (CUSIP Number) Eric Roper, Esq. c/o Gersten Savage LLP 600 Lexington Avenue, NY, New York 10022 (212) 752-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 29, 2007 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ?. Check the following box if a fee is being paid with the statement ?. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). SCHEDULE 13D CUSIP No. 97380P100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Circle T Partners, L.P. TAX ID #: 13-3869729 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States, Incorporated in Delaware Number of 7 SOLE VOTING POWER Shares Owned By Each NONE Reporting Person With 8 SHARED VOTING POWER 2,930,478 shares of Common Stock 9 SOLE DISPOSITIVE POWER NONE 10 SHARED DISPOSITIVE POWER 2,930,478 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,930,478 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.401% 14 TYPE OF REPORTING PERSON PN (Limited Partnership) 2 CUSIP No. 97380P100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Circle T International, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands Number of 7 SOLE VOTING POWER Shares Owned By Each NONE Reporting Person With 8 SHARED VOTING POWER 2,930,478 shares of Common Stock 9 SOLE DISPOSITIVE POWER NONE 10 SHARED DISPOSITIVE POWER 2,930,478 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,930,478 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.401% 14 TYPE OF REPORTING PERSON CO 3 CUSIP No. 97380P100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JAG Multi Investments LLC TAX ID #: 37-1508758 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States, Incorporated in Delaware Number of 7 SOLE VOTING POWER Shares Owned By Each NONE Reporting Person With 8 SHARED VOTING POWER 2,930,478 shares of Common Stock 9 SOLE DISPOSITIVE POWER NONE 10 SHARED DISPOSITIVE POWER 2,930,478 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,930,478 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.401% 14 TYPE OF REPORTING PERSON OO (Limited Liability Company) 4 CUSIP No. 97380P100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goren Cousins I LLC TAX ID #: 02-0774002 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States, Incorporated in New York Number of 7 SOLE VOTING POWER Shares Owned By Each NONE Reporting Person With 8 SHARED VOTING POWER 2,930,478 shares of Common Stock 9 SOLE DISPOSITIVE POWER NONE 10 SHARED DISPOSITIVE POWER 2,930,478 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,930,478 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.401% 14 TYPE OF REPORTING PERSON OO (Limited Liability Company) 5 CUSIP No. 97380P100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Circle T2 LP TAX ID #: 13-4053435 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States, Incorporated in Delaware Number of 7 SOLE VOTING POWER Shares Owned By Each NONE Reporting Person With 8 SHARED VOTING POWER 2,930,478 shares of Common Stock 9 SOLE DISPOSITIVE POWER NONE 10 SHARED DISPOSITIVE POWER 2,930,478 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,930,478 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.401% 14 TYPE OF REPORTING PERSON PN (Limited Partnership) 6 Item 1. Security and Issuer. This statement on Schedule 13D (the "Statement") relates to the common stock, $.01 par value per share, of QSGI, Inc., a Delaware corporation (the "Issuer"), with its principal executive offices at 70 Lake Drive, Highstown, NJ 08520. Item 2. Identity and Background. On December 3, 2004, Circle T Partners, L.P. ("Circle T"), Circle T Partners (QP), L.P. ("Circle T (QP)"), Circle T International, Ltd. ("Circle T Ltd.") and Mr. Seth Tobias filed a Schedule 13G in relation to the 2,000,000 shares of common stock of QSGI, Inc. jointly owned by them. On February 10, 2006, a Schedule 13G/A was filed by Circle T, Circle T (QP), Circle T Ltd., JAG Multi Investments LLC ("JAG"), and Mr. Seth Tobias amending the Schedule 13G filed on December 3, 2004. The Schedule 13G/A stated the names of the new filers, as well as their joint stock ownership in QSGI, Inc. as of February 10, 2006 amounting to 2,158,400 shares of QSGI, Inc.'s common stock. On February 13, 2007, Circle T, Circle T Ltd., JAG, Goren Cousins I LLC ("Goren Cousins") and Circle T2 LP ("Circle T2") (collectively, the "Filers") filed another Schedule 13G/A in relation to the 2,923,278 shares of common stock of QSGI, Inc. jointly owned by them (the "Schedule 13G"). This Schedule 13D is being filed to update the Filers' previous position as reported on Schedule 13G. Specifically, Mr. Seth Tobias, on behalf of the Filers, has executed and delivered a Letter to the Issuer, dated June 28, 2007, a copy of which is filed herewith as Exhibit C, requesting, among other things: (i) changes to the Issuer's strategy; (ii) changes to the Issuer's cost structure; and (iii) that the Issuer grant to them the right to designate the two (2) members of the Issuer's Board of Directors that are up for election at the 2007 annual meeting. This Statement is being jointly filed by (i) Circle T, (ii) Circle T Ltd., (iii) JAG, (iv) Goren Cousins and (v) Circle T2. The address of each of the Filers are as follows: 7 For (i): 623 Fifth Avenue, Suite 2501 New York, NY 10022 For (ii): 401 City Avenue Bala Cynwyd, PA 19004 For (iii) and (iv): 150 East 52nd Street New York, NY 10022 For (v): 623 Fifth Avenue, Suite 2501 New York, NY 10022 During the last five years, the Filers have not (i) been convicted in a criminal proceeding or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. All purchases of common stock of QSGI, Inc. were made using working capital in the amount of approximately $5,207,564. No other funds or other consideration were used in making such purchases. Item 4. Purpose of Transaction. All QSGI, Inc. securities owned by Circle T, Circle T Ltd., JAG, Goren Cousins and Circle T2 have been acquired for investment purposes only. Item 5. Interest in Securities of the Issuer. As of the date of the event which required the filing of this Statement, June 29, 2007, Circle T, Circle T Ltd., JAG, Goren Cousins and Circle T2 owned, jointly, 2,930,478 shares of QSGI, Inc.'s Common Stock. In the sixty days prior to June 28, 2007, the Date of the event requiring the filing of this Statement, the Filers purchased 100 shares of common stock in the open market at $0.78 per share (purchased on May 22, 2007). In the sixty days prior to the filing of the Schedule 13G/A on February 13, 2007, the Filers purchased 169,100 shares of common stock in the open market; 5,000 shares purchased on December 26, 2006 at $1.21 per share; 9,800 shares purchased on December 28, 2006 at $1.21 per share; and 154,300 shares purchased on December 29, 2006 at $1.20 per share. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. NONE 8 Item 7. Material to be Filed as Exhibits. Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13D Exhibit B Joint Filing Agreement dated June 29, 2007 Circle T, Circle T Ltd., JAG, Goren Cousins and Circle T2. Exhibit C Copy of the letter dated June 28, 2007 to Mr. Marc Sherman, Chairman and Chief Executive Officer of QSGI, Inc. 9 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 this 29th day of June 2007 CIRCLE T PARTNERS, 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 JAG Multi Investments LLC By: /s/ Seth Tobias ------------------ Seth Tobias, President of the Investment Manager Goren Cousins I LLC By: /s/ Seth Tobias ------------------ Seth Tobias, President of the Investment Manager Circle T2 LP By: /s/ Seth Tobias ------------------ Seth Tobias, Managing Member of the General Partner 10 EX-99 2 s11-7513_exa.txt EXHIBIT A-REPORTING PERSONS Exhibit A Identification of Reporting Persons which acquired the shares which are the subject of this report on Schedule 13D. (1) Circle T Partners, L.P., is 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 International, Ltd., is 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. (3) JAG Multi-Investments LLC, a limited ability company formed under the laws of the State of Delaware, is a managed account. Tobias Bros. Inc. serves as the investment manager of this account and Mr. Seth Tobias is the President of Tobias Bros. Inc. (4) Goren Cousins I LLC, a limited ability company formed under the laws of the State of New York, is a managed account. Tobias Bros. Inc. serves as the investment manager of this account and Mr. Seth Tobias is the President of Tobias Bros. Inc. (5) Circle T2 LP, is a private investment partnership formed under the laws of State of Delaware. Circle T2 Management, LLC is the General Partner of Circle T2 L.P. Mr. Seth Tobias is the Managing Member of Circle T2 Management, LLC. EX-99 3 s11-7513_exb.txt EXHIBIT B-JOINT FILING AGREEMENT Exhibit B JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13D being filed by Circle T Partners, L.P., Circle T International, Ltd., JAG Multi-Investments LLC, Goren Cousins I LLC and Circle T2 LP in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13D 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 13D 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 29th day of June 2007 CIRCLE T PARTNERS, 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 JAG Multi Investments LLC By: /s/ Seth Tobias ------------------ Seth Tobias, President of the Investment Manager Goren Cousins I LLC By: /s/ Seth Tobias ------------------ Seth Tobias, President of the Investment Manager Circle T2 LP By: /s/ Seth Tobias ------------------ Seth Tobias, Managing Member of the General Partner EX-99 4 s11-7513_exc.txt EXHIBIT 99C-LETTER The Circle T Family of Funds 623 Fifth Avenue, Suite 2501 New York, NY 10022 June 28, 2007 Mr. Marc Sherman Chairman & Chief Executive Officer QSGI, Inc. 400 Royal Palm Way Palm Beach, FL 33480 Dear Marc, We write to you as one of the largest shareholders of QSGI, Inc. ("QSGI" or the "Company"). As of the date of this letter, we own 2,930,478 shares of the common stock or 9.401% of the outstanding shares. Over the last several months, we met with you and your team several times to express our dissatisfaction with the financial performance of the Company. While we continue to support you and your team in the development of the Company, after extensive consideration we have concluded that it is necessary for us to take a more active role in overseeing our investment. We last met with you on June 26, 2007, during which we communicated to you our interest in obtaining Board of Director representation and discussed the potential to designate the two directors of the Board of Directors up for election at the 2007 annual meeting. Below is a partial list of our concerns, most of which we have communicated to you, which has resulted in our decision to pursue Board of Director representation: (i.) a substantial loss in the value of the stock price of approximately 81% from the first week of 2005, and a year-to-date decline of approximately 41%; (ii.) the general lack of annual positive net income since becoming a publicly traded company regardless of an increase in revenue from $7 million in 2002 to $47 million in 2006; (iii.) a cost structure that is inflated; (iv.) concerns regarding the Company's ability to meet the financial covenants of its credit facility and the ability to remain in compliance; (v.) deficiencies with the current strategy, including concerns with the Company's strategic emphasis and ill-suited marketing initiatives (e.g., India-based telemarketing effort); (vi.) the instituting of employment agreements maintaining unreasonable compensation amounts given the Company's current stage of development and financial position, and having inappropriate perpetual three-year terms; (vii.) the dilution to the common shareholders relating to an excessive number of options that have been issued and are outstanding; and, (viii.) a concern for continued erosion in shareholder value. As a substantial shareholder of the Company, we believe we will better serve the best interests of all outside shareholders as members of the Board of Directors. The current outside Board of Directors directly own less than 1% of the outstanding shares, and the majority, and in some cases all, of management's ownership relates to options. We look forward to working closely with you and your team to achieve the immediate goal of profitability and over the long-term sustainable revenue and profit growth. In our view, the shares of QSGI are undervalued and we believe we can be a positive catalyst to improving shareholder value. Sincerely, /s/ Seth Tobias Seth Tobias President, Tobias Bros., Inc. -----END PRIVACY-ENHANCED MESSAGE-----