-----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, Iub136G+4IbmLqXmnlUkmwV465xLh3GjawhmWC1CdRHxur9Mv04MWCAqVtK0PbcK SaU72w4K0IF3bdvX0GEBJg== 0000890163-07-000812.txt : 20071227 0000890163-07-000812.hdr.sgml : 20071227 20071227105856 ACCESSION NUMBER: 0000890163-07-000812 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071227 DATE AS OF CHANGE: 20071227 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77943 FILM NUMBER: 071327997 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/A 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/A 1 s11-8044_13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) 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, New York, NY 10022 (212) 752-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 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(e), (f) or (g), check the following box. / / 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 (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). 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 Beneficially Owned By Each Reporting Person With 0 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 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. TAX ID #: 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 Beneficially Owned 0 By Each Reporting Person With 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 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 Beneficially Owned 0 By Each Reporting Person With 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 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 Beneficially Owned 0 By Each Reporting Person With 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 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 Beneficially Owned 0 By Each Reporting Person With 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14 TYPE OF REPORTING PERSON PN (Limited Partnership) 6 AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 (the "Amendment") amends certain of the information contained in the Statement on Schedule 13D which was filed on June 29, 2007 (the "Statement"), filed by Circle T Partners, L.P. ("Circle T"), Circle T International, Ltd. ("Circle T Ltd."), JAG Multi Investments LLC ("JAG"), Goren Cousins I LLC ("Goren Cousins") and Circle T2 LP ("Circle T2") (collectively, the "Filers") with respect to the Filers' beneficial ownership of shares of common stock, $0.01 par value per share, of QSGI, Inc., a Delaware corporation (the "Issuer"), with its principal executive offices at 70 Lake Drive, Highstown, NJ 08520. Certain information in the Statement which has not changed since the filing of such Statement is not restated herein. Capitalized terms used but not defined herein have the meanings given to them in the Statement. Item 4. Purpose of Transaction. On December 19, 2007, the Filers sold all 2,930,478 shares of the Issuer's common stock they jointly owned, at a price of $0.20 per share, for a total sales price of $586,095.60. Item 5. Interest in Securities of the Issuer. (a) and (b). As of the date of the event which required the filing of this Amendment, December 19, 2007, Circle T, Circle T Ltd., JAG, Goren Cousins and Circle T2 no longer beneficially own any shares of the Issuer's common stock. (c) Except as disclosed in this Amendment, none of the Filers have effected any transactions in shares of the Issuer's common stock during the past sixty days. (e) As a result of the transactions referred to above in Item 4, the Filers have ceased to be reporting persons as of December 19, 2007. Item 7. Material to be Filed as Exhibits. Exhibit A Identification of Filers Exhibit B Joint Filing Agreement dated December 27, 2007 between Circle T, Circle T Ltd., JAG, Goren Cousins and Circle T2. 7 SIGNATURES 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 27th day of December, 2007. CIRCLE T PARTNERS, L.P. By: /s/ John Severson John Severson, President of Tobias Bros. Inc., the Investment Advisor CIRCLE T INTERNATIONAL, LTD. By: /s/ John Severson John Severson, President of Tobias Capital Inc., the General Partner of Tobias Capital L.P., the Investment Manager JAG MULTI INVESTMENTS LLC By: /s/ John Severson John Severson, President of Tobias Bros. Inc., the Investment Manager GOREN COUSINS I LLC By: /s/ John Severson John Severson, President of Tobias Bros. Inc., the Investment Manager CIRCLE T2 LP By: /s/ Sam Tobias Sam Tobias, Managing Member of Circle T2 Management, LLC, the General Partner 8 EX-99 2 s11-8044_ex99a.txt EXHIBIT 99A EXHIBIT A IDENTIFICATION OF FILERS (1) Circle T Partners, L.P. is a private investment partnership formed under the laws of State of Delaware. Tobias Bros. Inc. serves as the Investment Advisor of Circle T Partners, L.P. Mr. John Severson is the President of Tobias Bros. Inc. (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. Mr. John Severson is the President of Tobias Capital, Inc., the general partner of Tobias Capital L.P. (3) JAG Multi-Investments LLC, a limited liability 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. John Severson is the President of Tobias Bros. Inc. (4) Goren Cousins I LLC, a limited liability 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. John Severson 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 LP. Mr. Sam Tobias is the Managing Member of Circle T2 Management, LLC. EX-99 3 s11-8044_ex99b.txt EXHIBIT 99B EXHIBIT B JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Amendment No. 1 to the Statement on 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 27th day of December, 2007 CIRCLE T PARTNERS, L.P. By: /s/ John Severson John Severson, President of Tobias Bros. Inc., the Investment Advisor CIRCLE T INTERNATIONAL, LTD. By: /s/ John Severson John Severson, President of Tobias Capital Inc., the General Partner of Tobias Capital L.P., the Investment Manager JAG MULTI INVESTMENTS LLC By: /s/ John Severson John Severson, President of Tobias Bros. Inc., the Investment Manager GOREN COUSINS I LLC By: /s/ John Severson John Severson, President of Tobias Bros. Inc., the Investment Manager CIRCLE T2 LP By: /s/ Sam Tobias Sam Tobias, Managing Member of Circle T2 Management, LLC, the General Partner -----END PRIVACY-ENHANCED MESSAGE-----