-----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, Rr4qeuUaxkzlmt+s6g1Bo2VN9zji1iynNqPT5LYuTXsR3jsTI6JxslZFZXRPSJDc VlbfedD/zz3hfrlENOptuQ== 0001019056-07-000977.txt : 20071024 0001019056-07-000977.hdr.sgml : 20071024 20071024100124 ACCESSION NUMBER: 0001019056-07-000977 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071024 DATE AS OF CHANGE: 20071024 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VISION CAPITAL ADVISORS, LLC GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPRIUS INC CENTRAL INDEX KEY: 0000722567 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 222457487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35271 FILM NUMBER: 071187077 BUSINESS ADDRESS: STREET 1: ONE UNIVERSITY PLAZA, SUITE 400 CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 201-342-0900 MAIL ADDRESS: STREET 1: ONE UNIVERSITY PLAZA, SUITE 400 CITY: HACKENSACK STATE: NJ ZIP: 07601 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED NMR SYSTEMS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 caprius_13ga1.txt SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Caprius, Inc. ------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 ------------------------------------------------------- (Title of Class of Securities) 14066K206 ------------------------------------------------ (CUSIP Number) March 1, 2007 ------------------------------------------------------- (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 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 the disclosures provided in a prior cover page. The information required in 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 10 Pages CUSIP No. 14066K206 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Adam Benowitz 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 United States NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 420,829 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER 420,829 9. Aggregate Amount Beneficially Owned by Each Reporting Person 420,829 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 9.99% 12. Type of Reporting Person (See Instructions) IN Page 2 of 10 Pages CUSIP No. 14066K206 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital Management, LLC) 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 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 420,829 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER 420,829 9. Aggregate Amount Beneficially Owned by Each Reporting Person 420,829 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 9.99% 12. Type of Reporting Person (See Instructions) IA Page 3 of 10 Pages CUSIP No. 14066K206 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Vision Opportunity Master Fund, 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 Cayman Islands NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 420,829 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER 420,829 9. Aggregate Amount Beneficially Owned by Each Reporting Person 420,829 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 9.99% 12. Type of Reporting Person (See Instructions) CO Page 4 of 10 Pages EXPLANATORY NOTE This Amendment No. 1 (this "Statement") amends and restates in its entirety the Schedule 13G filed on March 12, 2007 by and on behalf of Vision Opportunity Master Fund, Ltd (the "Original 13G"). This Statement corrects certain information set forth in the Original 13G, including the number of shares beneficially owned by the Reporting Persons as of March 1, 2007, which was erroneously reported as 416,621 and is now correctly reported as 420,829. Item 1. (a) The name of the issuer is Caprius, Inc. (the "Issuer"). (b) The principal executive offices of the Issuer are located at One University Plaza, Suite 400, Hackensack, NJ 07601. Item 2. (a) This Statement is being filed by (i) Vision Opportunity Master Fund, Ltd., a Cayman Islands company (the "Fund"), (ii) Vision Capital Advisors, LLC, a Delaware limited liability company (formerly known as Vision Opportunity Capital Management, LLC) (the "Investment Manager"), which serves as the investment manager of the Fund, and (iii) Adam Benowitz, the Managing Member of the Investment Manager and the Portfolio Manager for the Fund (all of the foregoing, collectively, the "Filers"). The Fund is a private investment vehicle formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Fund directly owns all of the shares reported in this Statement. Mr. Benowitz and the Investment Manager may be deemed to share with the Fund voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than those owned directly by such Filer. (b) The principal business office of the Fund is: c/o Citi Hedge Fund Services (Cayman) Limited P.O. Box 1748 Cayman Corporate Centre 27 Hospital Road, 5th Floor Grand Cayman KY1-1109 Cayman Islands The principal business office of each of the Investment Manager and Mr. Benowitz is: 20 West 55th Street, 5th Floor New York, New York 10019 USA Page 5 of 10 Pages (c) For citizenship information see Item 4 of the cover page of each Filer. (d) This Statement relates to the Common Stock, par value $0.01 per share, of the Issuer (the "Common Stock"). (e) The CUSIP Number of the Common Stock is listed on the cover pages hereto. Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Not applicable. Item 4. Ownership. See Items 5-9 and 11 on the cover page for each Filer, and Item 2, which information is given as of March 1, 2007 and is based on 3,791,673 shares of Common Stock outstanding as of February 12, 2007, as reported on the Issuer's Quarterly Report on Form 10-QSB filed on February 14, 2007. 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Not applicable. Page 6 of 10 Pages 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. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. (a) Not applicable. (b) 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 7 of 10 Pages 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: October 24, 2007 ADAM BENOWITZ VISION CAPITAL ADVISORS, LLC VISION OPPORTUNITY MASTER FUND, LTD. By: /s/ ADAM BENOWITZ ------------------------------------- Adam Benowitz, for himself, as Managing Member of the Investment Manager and as Portfolio Manager of the Fund Page 8 of 10 Pages EXHIBIT INDEX Exhibit No. Document 1 Joint Filing Agreement Page 9 of 10 Pages Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Caprius, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement. Dated: October 24, 2007 ADAM BENOWITZ VISION CAPITAL ADVISORS, LLC VISION OPPORTUNITY MASTER FUND, LTD. By: /s/ ADAM BENOWITZ ------------------------------------- Adam Benowitz, for himself, as Managing Member of the Investment Manager and as Portfolio Manager of the Fund Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----