-----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, AsubIZT5FSw0YPWWas6zbMnwBvyyKN0dgzK9NwN1GWIR8UpRK5K1+SlhUPtJv0gi JoypKmRa9CIs/rGZ8ctXSA== 0000905718-09-000399.txt : 20090603 0000905718-09-000399.hdr.sgml : 20090603 20090603170207 ACCESSION NUMBER: 0000905718-09-000399 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090603 DATE AS OF CHANGE: 20090603 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: PSOURCE STRUCTURED DEBT LIMITED GROUP MEMBERS: VALENS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: VALENS OFFSHORE SPV I, LTD. GROUP MEMBERS: VALENS OFFSHORE SPV II, CORP. GROUP MEMBERS: VALENS U.S. SPV I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: National Investment Managers Inc. CENTRAL INDEX KEY: 0000770461 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 592091510 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80568 FILM NUMBER: 09871900 BUSINESS ADDRESS: STREET 1: 485 METRO PLACE SOUTH STREET 2: SUITE 275 CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 614-923-8822 MAIL ADDRESS: STREET 1: 485 METRO PLACE SOUTH STREET 2: SUITE 275 CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: FAST EDDIE RACING STABLES INC DATE OF NAME CHANGE: 19960820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001296341 IRS NUMBER: 134150669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-541-5800X209 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 natlinvest13dam1.txt SC13DAM1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 National Investment Managers Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 63654V108 - -------------------------------------------------------------------------------- (CUSIP Number) Eugene Grin with a copy to: Principal Steven E. Siesser, Esq. Laurus Capital Management, LLC Lowenstein Sandler PC 335 Madison Avenue, 10th Floor 1251 Avenue of the Americas New York, New York 10017 New York, New York 10020 (212) 541-5800 (212) 262-6700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 22, 2009 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *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). Cusip No. 63654V108 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. Laurus Capital Management, LLC I.R.S. Identification Nos. of above persons (entities only): 13-4150669 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 0* -------------------------------------- Shares Beneficially 8) Shared Voting Power: 7,376,941* -------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 0* -------------------------------------- Person With 10) Shared Dispositive Power: 7,376,941* -------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,376,941* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 18.6%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): OO - -------------------------------------------------------------------------------- *Based on 39,556,669 shares of common stock, par value $0.001 per share ("Common Stock"), of National Investment Managers Inc., a Florida corporation (the "Company"), issued and outstanding as of May 7, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009. Of the 7,376,941 shares of Common Stock held as of May 22, 2009, (i) Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S."), held 2,500,966 shares of Common Stock, (ii) Valens Offshore SPV I, Ltd., a Cayman Islands limited company ("Valens SPV I"), held 550,008 shares of Common Stock, and (iii) Valens Offshore SPV II, Corp., a Cayman Islands limited company ("Valens SPV II") held 4,325,967 shares of Common Stock. In addition to the shares of Common Stock held by the Reporting Persons, PSource Structured Debt Limited, a closed-ended investment company incorporated in Guernsey ("PSource"), also held the following convertible securities of the Company as of May 22, 2009: (i) options issued by the Company in March 2005, having an exercise price of $0.01 per share, subject to certain adjustments ("Options"), to purchase a total of 374,993 shares of Common Stock; (ii) warrants issued by the Company in March 2005, having an exercise price of $0.50 per share, subject to certain adjustments ("2005 Warrants"), to purchase a total of 1,084,338 shares of Common Stock; and (iii) warrants issued by the Company in May 2006, having an exercise price of $0.1667 per share, subject to certain adjustments ("2006 Warrants"), to purchase a total of 700,000 shares of Common Stock. All of the May 2006 Warrants, the March 2005 Warrants and the March 2005 Options contain an issuance limitation prohibiting the holder thereof from exercising or converting those securities to the extent that such exercise or conversion would result in the beneficial ownership of greater than 4.99% of the then-outstanding shares of Common Stock of the Company by Laurus Master Fund, Ltd. (in Liquidation), a Cayman Islands company (the "Fund"), as the initial holder of the securities, and its affiliates (the "Issuance Limitation"). The Issuance Limitation may be waived by the holder of the securities upon at least sixty-one (61) days' prior notice to the Company. PSource is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens SPV II is a wholly owned subsidiary of Valens SPV I. Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and, collectively with Valens SPV I, Valens SPV II and PSource, the "Investors"), Valens SPV I and Valens SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin (together with LCM, VCM and the Investors, the "Filing Parties"), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by the Investors. Thus, as of May 22, 2009, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 7,376,941 shares of Common Stock, or 18.6% of the shares of Common Stock deemed issued and outstanding as of such date. As of May 22, 2009, for purposes of Rule 13d-3 under the Exchange Act, not taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 9,536,272 shares of Common Stock, or 22.9% of the shares of Common Stock that would be deemed to be issued and outstanding as of such date. PSource disclaims beneficial ownership of the securities of the Company held by Valens U.S., Valens SPV I and Valens SPV II, except to the extent of PSource's pecuniary interest, if any, in Valens U.S., Valens SPV I or Valens SPV II. Each of Valens U.S., Valens SPV I and Valens SPV II disclaims beneficial ownership of the securities of the Company held by PSource, except to the extent of such person's pecuniary interest, if any, in PSource. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors, except to the extent of such person's pecuniary interest, if any, in the Investors. In addition, because of the Lockup Agreement and Co-Sale Rights Agreement (each filed as exhibits to the Schedule 13D to which this Amendment No. 1 relates), the Filing Parties may be deemed to beneficially own the securities of the Company beneficially owned by Woodside Capital Management, LLC and certain affiliates thereof. Each of the Filing Parties expressly disclaims any ownership of such securities. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 13 of the Exchange Act or otherwise, the beneficial owner of any securities covered by or described in this statement. In the past, both the Fund and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato"), have held the securities of the Company (including Common Stock, Options, 2005 Warrants and 2006 Warrants) that are the subject of the Schedule 13D to which this Amendment No. 1 relates. As such, the Fund and Erato were previously included as Reporting Persons in the Schedule 13D and were "Filing Parties" as such term is used herein. However, all of the securities of the Company held from time to time by the Fund or Erato have been transferred and sold to affiliated Reporting Persons included herein, and the Fund and Erato are no longer Reporting Persons or members of the "disclaimed group" that files beneficial ownership reports with respect to the Company's securities. Cusip No. 63654V108 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. PSource Structured Debt Limited I.R.S. Identification Nos. of above persons (entities only): - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC, OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Guernsey - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 0* -------------------------------------- Shares Beneficially 8) Shared Voting Power: 7,376,941* -------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 0* -------------------------------------- Person With 10) Shared Dispositive Power: 7,376,941* -------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,376,941* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 18.6%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): CO - -------------------------------------------------------------------------------- *Based on 39,556,669 shares of common stock, par value $0.001 per share ("Common Stock"), of National Investment Managers Inc., a Florida corporation (the "Company"), issued and outstanding as of May 7, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009. Of the 7,376,941 shares of Common Stock held as of May 22, 2009, (i) Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S."), held 2,500,966 shares of Common Stock, (ii) Valens Offshore SPV I, Ltd., a Cayman Islands limited company ("Valens SPV I"), held 550,008 shares of Common Stock, and (iii) Valens Offshore SPV II, Corp., a Cayman Islands limited company ("Valens SPV II") held 4,325,967 shares of Common Stock. In addition to the shares of Common Stock held by the Reporting Persons, PSource Structured Debt Limited, a closed-ended investment company incorporated in Guernsey ("PSource"), also held the following convertible securities of the Company as of May 22, 2009: (i) options issued by the Company in March 2005, having an exercise price of $0.01 per share, subject to certain adjustments ("Options"), to purchase a total of 374,993 shares of Common Stock; (ii) warrants issued by the Company in March 2005, having an exercise price of $0.50 per share, subject to certain adjustments ("2005 Warrants"), to purchase a total of 1,084,338 shares of Common Stock; and (iii) warrants issued by the Company in May 2006, having an exercise price of $0.1667 per share, subject to certain adjustments ("2006 Warrants"), to purchase a total of 700,000 shares of Common Stock. All of the May 2006 Warrants, the March 2005 Warrants and the March 2005 Options contain an issuance limitation prohibiting the holder thereof from exercising or converting those securities to the extent that such exercise or conversion would result in the beneficial ownership of greater than 4.99% of the then-outstanding shares of Common Stock of the Company by Laurus Master Fund, Ltd. (in Liquidation), a Cayman Islands company (the "Fund"), as the initial holder of the securities, and its affiliates (the "Issuance Limitation"). The Issuance Limitation may be waived by the holder of the securities upon at least sixty-one (61) days' prior notice to the Company. PSource is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens SPV II is a wholly owned subsidiary of Valens SPV I. Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and, collectively with Valens SPV I, Valens SPV II and PSource, the "Investors"), Valens SPV I and Valens SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin (together with LCM, VCM and the Investors, the "Filing Parties"), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by the Investors. Thus, as of May 22, 2009, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 7,376,941 shares of Common Stock, or 18.6% of the shares of Common Stock deemed issued and outstanding as of such date. As of May 22, 2009, for purposes of Rule 13d-3 under the Exchange Act, not taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 9,536,272 shares of Common Stock, or 22.9% of the shares of Common Stock that would be deemed to be issued and outstanding as of such date. PSource disclaims beneficial ownership of the securities of the Company held by Valens U.S., Valens SPV I and Valens SPV II, except to the extent of PSource's pecuniary interest, if any, in Valens U.S., Valens SPV I or Valens SPV II. Each of Valens U.S., Valens SPV I and Valens SPV II disclaims beneficial ownership of the securities of the Company held by PSource, except to the extent of such person's pecuniary interest, if any, in PSource. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors, except to the extent of such person's pecuniary interest, if any, in the Investors. In addition, because of the Lockup Agreement and Co-Sale Rights Agreement (each filed as exhibits to the Schedule 13D to which this Amendment No. 1 relates), the Filing Parties may be deemed to beneficially own the securities of the Company beneficially owned by Woodside Capital Management, LLC and certain affiliates thereof. Each of the Filing Parties expressly disclaims any ownership of such securities. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 13 of the Exchange Act or otherwise, the beneficial owner of any securities covered by or described in this statement. In the past, both the Fund and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato"), have held the securities of the Company (including Common Stock, Options, 2005 Warrants and 2006 Warrants) that are the subject of the Schedule 13D to which this Amendment No. 1 relates. As such, the Fund and Erato were previously included as Reporting Persons in the Schedule 13D and were "Filing Parties" as such term is used herein. However, all of the securities of the Company held from time to time by the Fund or Erato have been transferred and sold to affiliated Reporting Persons included herein, and the Fund and Erato are no longer Reporting Persons or members of the "disclaimed group" that files beneficial ownership reports with respect to the Company's securities. Cusip No. 63654V108 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. Valens Offshore SPV I, Ltd. I.R.S. Identification Nos. of above persons (entities only): 98-0539781 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC, OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Cayman Islands - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 0* -------------------------------------- Shares Beneficially 8) Shared Voting Power: 7,376,941* -------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 0* -------------------------------------- Person With 10) Shared Dispositive Power: 7,376,941* -------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,376,941* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 18.6%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): CO - -------------------------------------------------------------------------------- *Based on 39,556,669 shares of common stock, par value $0.001 per share ("Common Stock"), of National Investment Managers Inc., a Florida corporation (the "Company"), issued and outstanding as of May 7, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009. Of the 7,376,941 shares of Common Stock held as of May 22, 2009, (i) Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S."), held 2,500,966 shares of Common Stock, (ii) Valens Offshore SPV I, Ltd., a Cayman Islands limited company ("Valens SPV I"), held 550,008 shares of Common Stock, and (iii) Valens Offshore SPV II, Corp., a Cayman Islands limited company ("Valens SPV II") held 4,325,967 shares of Common Stock. In addition to the shares of Common Stock held by the Reporting Persons, PSource Structured Debt Limited, a closed-ended investment company incorporated in Guernsey ("PSource"), also held the following convertible securities of the Company as of May 22, 2009: (i) options issued by the Company in March 2005, having an exercise price of $0.01 per share, subject to certain adjustments ("Options"), to purchase a total of 374,993 shares of Common Stock; (ii) warrants issued by the Company in March 2005, having an exercise price of $0.50 per share, subject to certain adjustments ("2005 Warrants"), to purchase a total of 1,084,338 shares of Common Stock; and (iii) warrants issued by the Company in May 2006, having an exercise price of $0.1667 per share, subject to certain adjustments ("2006 Warrants"), to purchase a total of 700,000 shares of Common Stock. All of the May 2006 Warrants, the March 2005 Warrants and the March 2005 Options contain an issuance limitation prohibiting the holder thereof from exercising or converting those securities to the extent that such exercise or conversion would result in the beneficial ownership of greater than 4.99% of the then-outstanding shares of Common Stock of the Company by Laurus Master Fund, Ltd. (in Liquidation), a Cayman Islands company (the "Fund"), as the initial holder of the securities, and its affiliates (the "Issuance Limitation"). The Issuance Limitation may be waived by the holder of the securities upon at least sixty-one (61) days' prior notice to the Company. PSource is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens SPV II is a wholly owned subsidiary of Valens SPV I. Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and, collectively with Valens SPV I, Valens SPV II and PSource, the "Investors"), Valens SPV I and Valens SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin (together with LCM, VCM and the Investors, the "Filing Parties"), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by the Investors. Thus, as of May 22, 2009, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 7,376,941 shares of Common Stock, or 18.6% of the shares of Common Stock deemed issued and outstanding as of such date. As of May 22, 2009, for purposes of Rule 13d-3 under the Exchange Act, not taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 9,536,272 shares of Common Stock, or 22.9% of the shares of Common Stock that would be deemed to be issued and outstanding as of such date. PSource disclaims beneficial ownership of the securities of the Company held by Valens U.S., Valens SPV I and Valens SPV II, except to the extent of PSource's pecuniary interest, if any, in Valens U.S., Valens SPV I or Valens SPV II. Each of Valens U.S., Valens SPV I and Valens SPV II disclaims beneficial ownership of the securities of the Company held by PSource, except to the extent of such person's pecuniary interest, if any, in PSource. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors, except to the extent of such person's pecuniary interest, if any, in the Investors. In addition, because of the Lockup Agreement and Co-Sale Rights Agreement (each filed as exhibits to the Schedule 13D to which this Amendment No. 1 relates), the Filing Parties may be deemed to beneficially own the securities of the Company beneficially owned by Woodside Capital Management, LLC and certain affiliates thereof. Each of the Filing Parties expressly disclaims any ownership of such securities. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 13 of the Exchange Act or otherwise, the beneficial owner of any securities covered by or described in this statement. In the past, both the Fund and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato"), have held the securities of the Company (including Common Stock, Options, 2005 Warrants and 2006 Warrants) that are the subject of the Schedule 13D to which this Amendment No. 1 relates. As such, the Fund and Erato were previously included as Reporting Persons in the Schedule 13D and were "Filing Parties" as such term is used herein. However, all of the securities of the Company held from time to time by the Fund or Erato have been transferred and sold to affiliated Reporting Persons included herein, and the Fund and Erato are no longer Reporting Persons or members of the "disclaimed group" that files beneficial ownership reports with respect to the Company's securities. Cusip No. 63654V108 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. Valens Offshore SPV II, Corp. I.R.S. Identification Nos. of above persons (entities only): 26-0811267 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC, OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 0* -------------------------------------- Shares Beneficially 8) Shared Voting Power: 7,376,941* -------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 0* -------------------------------------- Person With 10) Shared Dispositive Power: 7,376,941* -------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,376,941* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 18.6%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): CO - -------------------------------------------------------------------------------- *Based on 39,556,669 shares of common stock, par value $0.001 per share ("Common Stock"), of National Investment Managers Inc., a Florida corporation (the "Company"), issued and outstanding as of May 7, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009. Of the 7,376,941 shares of Common Stock held as of May 22, 2009, (i) Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S."), held 2,500,966 shares of Common Stock, (ii) Valens Offshore SPV I, Ltd., a Cayman Islands limited company ("Valens SPV I"), held 550,008 shares of Common Stock, and (iii) Valens Offshore SPV II, Corp., a Cayman Islands limited company ("Valens SPV II") held 4,325,967 shares of Common Stock. In addition to the shares of Common Stock held by the Reporting Persons, PSource Structured Debt Limited, a closed-ended investment company incorporated in Guernsey ("PSource"), also held the following convertible securities of the Company as of May 22, 2009: (i) options issued by the Company in March 2005, having an exercise price of $0.01 per share, subject to certain adjustments ("Options"), to purchase a total of 374,993 shares of Common Stock; (ii) warrants issued by the Company in March 2005, having an exercise price of $0.50 per share, subject to certain adjustments ("2005 Warrants"), to purchase a total of 1,084,338 shares of Common Stock; and (iii) warrants issued by the Company in May 2006, having an exercise price of $0.1667 per share, subject to certain adjustments ("2006 Warrants"), to purchase a total of 700,000 shares of Common Stock. All of the May 2006 Warrants, the March 2005 Warrants and the March 2005 Options contain an issuance limitation prohibiting the holder thereof from exercising or converting those securities to the extent that such exercise or conversion would result in the beneficial ownership of greater than 4.99% of the then-outstanding shares of Common Stock of the Company by Laurus Master Fund, Ltd. (in Liquidation), a Cayman Islands company (the "Fund"), as the initial holder of the securities, and its affiliates (the "Issuance Limitation"). The Issuance Limitation may be waived by the holder of the securities upon at least sixty-one (61) days' prior notice to the Company. PSource is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens SPV II is a wholly owned subsidiary of Valens SPV I. Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and, collectively with Valens SPV I, Valens SPV II and PSource, the "Investors"), Valens SPV I and Valens SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin (together with LCM, VCM and the Investors, the "Filing Parties"), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by the Investors. Thus, as of May 22, 2009, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 7,376,941 shares of Common Stock, or 18.6% of the shares of Common Stock deemed issued and outstanding as of such date. As of May 22, 2009, for purposes of Rule 13d-3 under the Exchange Act, not taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 9,536,272 shares of Common Stock, or 22.9% of the shares of Common Stock that would be deemed to be issued and outstanding as of such date. PSource disclaims beneficial ownership of the securities of the Company held by Valens U.S., Valens SPV I and Valens SPV II, except to the extent of PSource's pecuniary interest, if any, in Valens U.S., Valens SPV I or Valens SPV II. Each of Valens U.S., Valens SPV I and Valens SPV II disclaims beneficial ownership of the securities of the Company held by PSource, except to the extent of such person's pecuniary interest, if any, in PSource. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors, except to the extent of such person's pecuniary interest, if any, in the Investors. In addition, because of the Lockup Agreement and Co-Sale Rights Agreement (each filed as exhibits to the Schedule 13D to which this Amendment No. 1 relates), the Filing Parties may be deemed to beneficially own the securities of the Company beneficially owned by Woodside Capital Management, LLC and certain affiliates thereof. Each of the Filing Parties expressly disclaims any ownership of such securities. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 13 of the Exchange Act or otherwise, the beneficial owner of any securities covered by or described in this statement. In the past, both the Fund and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato"), have held the securities of the Company (including Common Stock, Options, 2005 Warrants and 2006 Warrants) that are the subject of the Schedule 13D to which this Amendment No. 1 relates. As such, the Fund and Erato were previously included as Reporting Persons in the Schedule 13D and were "Filing Parties" as such term is used herein. However, all of the securities of the Company held from time to time by the Fund or Erato have been transferred and sold to affiliated Reporting Persons included herein, and the Fund and Erato are no longer Reporting Persons or members of the "disclaimed group" that files beneficial ownership reports with respect to the Company's securities. Cusip No. 63654V108 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. Valens U.S. SPV I, LLC I.R.S. Identification Nos. of above persons (entities only): 20-8903266 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC, OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 0* -------------------------------------- Shares Beneficially 8) Shared Voting Power: 7,376,941* -------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 0* -------------------------------------- Person With 10) Shared Dispositive Power: 7,376,941* -------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,376,941* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 18.6%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): OO - -------------------------------------------------------------------------------- *Based on 39,556,669 shares of common stock, par value $0.001 per share ("Common Stock"), of National Investment Managers Inc., a Florida corporation (the "Company"), issued and outstanding as of May 7, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009. Of the 7,376,941 shares of Common Stock held as of May 22, 2009, (i) Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S."), held 2,500,966 shares of Common Stock, (ii) Valens Offshore SPV I, Ltd., a Cayman Islands limited company ("Valens SPV I"), held 550,008 shares of Common Stock, and (iii) Valens Offshore SPV II, Corp., a Cayman Islands limited company ("Valens SPV II") held 4,325,967 shares of Common Stock. In addition to the shares of Common Stock held by the Reporting Persons, PSource Structured Debt Limited, a closed-ended investment company incorporated in Guernsey ("PSource"), also held the following convertible securities of the Company as of May 22, 2009: (i) options issued by the Company in March 2005, having an exercise price of $0.01 per share, subject to certain adjustments ("Options"), to purchase a total of 374,993 shares of Common Stock; (ii) warrants issued by the Company in March 2005, having an exercise price of $0.50 per share, subject to certain adjustments ("2005 Warrants"), to purchase a total of 1,084,338 shares of Common Stock; and (iii) warrants issued by the Company in May 2006, having an exercise price of $0.1667 per share, subject to certain adjustments ("2006 Warrants"), to purchase a total of 700,000 shares of Common Stock. All of the May 2006 Warrants, the March 2005 Warrants and the March 2005 Options contain an issuance limitation prohibiting the holder thereof from exercising or converting those securities to the extent that such exercise or conversion would result in the beneficial ownership of greater than 4.99% of the then-outstanding shares of Common Stock of the Company by Laurus Master Fund, Ltd. (in Liquidation), a Cayman Islands company (the "Fund"), as the initial holder of the securities, and its affiliates (the "Issuance Limitation"). The Issuance Limitation may be waived by the holder of the securities upon at least sixty-one (61) days' prior notice to the Company. PSource is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens SPV II is a wholly owned subsidiary of Valens SPV I. Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and, collectively with Valens SPV I, Valens SPV II and PSource, the "Investors"), Valens SPV I and Valens SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin (together with LCM, VCM and the Investors, the "Filing Parties"), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by the Investors. Thus, as of May 22, 2009, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 7,376,941 shares of Common Stock, or 18.6% of the shares of Common Stock deemed issued and outstanding as of such date. As of May 22, 2009, for purposes of Rule 13d-3 under the Exchange Act, not taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 9,536,272 shares of Common Stock, or 22.9% of the shares of Common Stock that would be deemed to be issued and outstanding as of such date. PSource disclaims beneficial ownership of the securities of the Company held by Valens U.S., Valens SPV I and Valens SPV II, except to the extent of PSource's pecuniary interest, if any, in Valens U.S., Valens SPV I or Valens SPV II. Each of Valens U.S., Valens SPV I and Valens SPV II disclaims beneficial ownership of the securities of the Company held by PSource, except to the extent of such person's pecuniary interest, if any, in PSource. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors, except to the extent of such person's pecuniary interest, if any, in the Investors. In addition, because of the Lockup Agreement and Co-Sale Rights Agreement (each filed as exhibits to the Schedule 13D to which this Amendment No. 1 relates), the Filing Parties may be deemed to beneficially own the securities of the Company beneficially owned by Woodside Capital Management, LLC and certain affiliates thereof. Each of the Filing Parties expressly disclaims any ownership of such securities. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 13 of the Exchange Act or otherwise, the beneficial owner of any securities covered by or described in this statement. In the past, both the Fund and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato"), have held the securities of the Company (including Common Stock, Options, 2005 Warrants and 2006 Warrants) that are the subject of the Schedule 13D to which this Amendment No. 1 relates. As such, the Fund and Erato were previously included as Reporting Persons in the Schedule 13D and were "Filing Parties" as such term is used herein. However, all of the securities of the Company held from time to time by the Fund or Erato have been transferred and sold to affiliated Reporting Persons included herein, and the Fund and Erato are no longer Reporting Persons or members of the "disclaimed group" that files beneficial ownership reports with respect to the Company's securities. Cusip No. 63654V108 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. Valens Capital Management, LLC I.R.S. Identification Nos. of above persons (entities only): 20-8903345 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 0* -------------------------------------- Shares Beneficially 8) Shared Voting Power: 7,376,941* -------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 0* -------------------------------------- Person With 10) Shared Dispositive Power: 7,376,941* -------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,376,941* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 18.6%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): OO - -------------------------------------------------------------------------------- *Based on 39,556,669 shares of common stock, par value $0.001 per share ("Common Stock"), of National Investment Managers Inc., a Florida corporation (the "Company"), issued and outstanding as of May 7, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009. Of the 7,376,941 shares of Common Stock held as of May 22, 2009, (i) Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S."), held 2,500,966 shares of Common Stock, (ii) Valens Offshore SPV I, Ltd., a Cayman Islands limited company ("Valens SPV I"), held 550,008 shares of Common Stock, and (iii) Valens Offshore SPV II, Corp., a Cayman Islands limited company ("Valens SPV II") held 4,325,967 shares of Common Stock. In addition to the shares of Common Stock held by the Reporting Persons, PSource Structured Debt Limited, a closed-ended investment company incorporated in Guernsey ("PSource"), also held the following convertible securities of the Company as of May 22, 2009: (i) options issued by the Company in March 2005, having an exercise price of $0.01 per share, subject to certain adjustments ("Options"), to purchase a total of 374,993 shares of Common Stock; (ii) warrants issued by the Company in March 2005, having an exercise price of $0.50 per share, subject to certain adjustments ("2005 Warrants"), to purchase a total of 1,084,338 shares of Common Stock; and (iii) warrants issued by the Company in May 2006, having an exercise price of $0.1667 per share, subject to certain adjustments ("2006 Warrants"), to purchase a total of 700,000 shares of Common Stock. All of the May 2006 Warrants, the March 2005 Warrants and the March 2005 Options contain an issuance limitation prohibiting the holder thereof from exercising or converting those securities to the extent that such exercise or conversion would result in the beneficial ownership of greater than 4.99% of the then-outstanding shares of Common Stock of the Company by Laurus Master Fund, Ltd. (in Liquidation), a Cayman Islands company (the "Fund"), as the initial holder of the securities, and its affiliates (the "Issuance Limitation"). The Issuance Limitation may be waived by the holder of the securities upon at least sixty-one (61) days' prior notice to the Company. PSource is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens SPV II is a wholly owned subsidiary of Valens SPV I. Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and, collectively with Valens SPV I, Valens SPV II and PSource, the "Investors"), Valens SPV I and Valens SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin (together with LCM, VCM and the Investors, the "Filing Parties"), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by the Investors. Thus, as of May 22, 2009, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 7,376,941 shares of Common Stock, or 18.6% of the shares of Common Stock deemed issued and outstanding as of such date. As of May 22, 2009, for purposes of Rule 13d-3 under the Exchange Act, not taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 9,536,272 shares of Common Stock, or 22.9% of the shares of Common Stock that would be deemed to be issued and outstanding as of such date. PSource disclaims beneficial ownership of the securities of the Company held by Valens U.S., Valens SPV I and Valens SPV II, except to the extent of PSource's pecuniary interest, if any, in Valens U.S., Valens SPV I or Valens SPV II. Each of Valens U.S., Valens SPV I and Valens SPV II disclaims beneficial ownership of the securities of the Company held by PSource, except to the extent of such person's pecuniary interest, if any, in PSource. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors, except to the extent of such person's pecuniary interest, if any, in the Investors. In addition, because of the Lockup Agreement and Co-Sale Rights Agreement (each filed as exhibits to the Schedule 13D to which this Amendment No. 1 relates), the Filing Parties may be deemed to beneficially own the securities of the Company beneficially owned by Woodside Capital Management, LLC and certain affiliates thereof. Each of the Filing Parties expressly disclaims any ownership of such securities. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 13 of the Exchange Act or otherwise, the beneficial owner of any securities covered by or described in this statement. In the past, both the Fund and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato"), have held the securities of the Company (including Common Stock, Options, 2005 Warrants and 2006 Warrants) that are the subject of the Schedule 13D to which this Amendment No. 1 relates. As such, the Fund and Erato were previously included as Reporting Persons in the Schedule 13D and were "Filing Parties" as such term is used herein. However, all of the securities of the Company held from time to time by the Fund or Erato have been transferred and sold to affiliated Reporting Persons included herein, and the Fund and Erato are no longer Reporting Persons or members of the "disclaimed group" that files beneficial ownership reports with respect to the Company's securities. Cusip No. 63654V108 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. David Grin I.R.S. Identification Nos. of above persons (entities only): - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Israel - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 0* -------------------------------------- Shares Beneficially 8) Shared Voting Power: 7,376,941* -------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 0* -------------------------------------- Person With 10) Shared Dispositive Power: 7,376,941* -------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,376,941* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 18.6%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- *Based on 39,556,669 shares of common stock, par value $0.001 per share ("Common Stock"), of National Investment Managers Inc., a Florida corporation (the "Company"), issued and outstanding as of May 7, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009. Of the 7,376,941 shares of Common Stock held as of May 22, 2009, (i) Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S."), held 2,500,966 shares of Common Stock, (ii) Valens Offshore SPV I, Ltd., a Cayman Islands limited company ("Valens SPV I"), held 550,008 shares of Common Stock, and (iii) Valens Offshore SPV II, Corp., a Cayman Islands limited company ("Valens SPV II") held 4,325,967 shares of Common Stock. In addition to the shares of Common Stock held by the Reporting Persons, PSource Structured Debt Limited, a closed-ended investment company incorporated in Guernsey ("PSource"), also held the following convertible securities of the Company as of May 22, 2009: (i) options issued by the Company in March 2005, having an exercise price of $0.01 per share, subject to certain adjustments ("Options"), to purchase a total of 374,993 shares of Common Stock; (ii) warrants issued by the Company in March 2005, having an exercise price of $0.50 per share, subject to certain adjustments ("2005 Warrants"), to purchase a total of 1,084,338 shares of Common Stock; and (iii) warrants issued by the Company in May 2006, having an exercise price of $0.1667 per share, subject to certain adjustments ("2006 Warrants"), to purchase a total of 700,000 shares of Common Stock. All of the May 2006 Warrants, the March 2005 Warrants and the March 2005 Options contain an issuance limitation prohibiting the holder thereof from exercising or converting those securities to the extent that such exercise or conversion would result in the beneficial ownership of greater than 4.99% of the then-outstanding shares of Common Stock of the Company by Laurus Master Fund, Ltd. (in Liquidation), a Cayman Islands company (the "Fund"), as the initial holder of the securities, and its affiliates (the "Issuance Limitation"). The Issuance Limitation may be waived by the holder of the securities upon at least sixty-one (61) days' prior notice to the Company. PSource is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens SPV II is a wholly owned subsidiary of Valens SPV I. Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and, collectively with Valens SPV I, Valens SPV II and PSource, the "Investors"), Valens SPV I and Valens SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin (together with LCM, VCM and the Investors, the "Filing Parties"), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by the Investors. Thus, as of May 22, 2009, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 7,376,941 shares of Common Stock, or 18.6% of the shares of Common Stock deemed issued and outstanding as of such date. As of May 22, 2009, for purposes of Rule 13d-3 under the Exchange Act, not taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 9,536,272 shares of Common Stock, or 22.9% of the shares of Common Stock that would be deemed to be issued and outstanding as of such date. PSource disclaims beneficial ownership of the securities of the Company held by Valens U.S., Valens SPV I and Valens SPV II, except to the extent of PSource's pecuniary interest, if any, in Valens U.S., Valens SPV I or Valens SPV II. Each of Valens U.S., Valens SPV I and Valens SPV II disclaims beneficial ownership of the securities of the Company held by PSource, except to the extent of such person's pecuniary interest, if any, in PSource. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors, except to the extent of such person's pecuniary interest, if any, in the Investors. In addition, because of the Lockup Agreement and Co-Sale Rights Agreement (each filed as exhibits to the Schedule 13D to which this Amendment No. 1 relates), the Filing Parties may be deemed to beneficially own the securities of the Company beneficially owned by Woodside Capital Management, LLC and certain affiliates thereof. Each of the Filing Parties expressly disclaims any ownership of such securities. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 13 of the Exchange Act or otherwise, the beneficial owner of any securities covered by or described in this statement. In the past, both the Fund and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato"), have held the securities of the Company (including Common Stock, Options, 2005 Warrants and 2006 Warrants) that are the subject of the Schedule 13D to which this Amendment No. 1 relates. As such, the Fund and Erato were previously included as Reporting Persons in the Schedule 13D and were "Filing Parties" as such term is used herein. However, all of the securities of the Company held from time to time by the Fund or Erato have been transferred and sold to affiliated Reporting Persons included herein, and the Fund and Erato are no longer Reporting Persons or members of the "disclaimed group" that files beneficial ownership reports with respect to the Company's securities. Cusip No. 63654V108 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. Eugene Grin I.R.S. Identification Nos. of above persons (entities only): - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 0* -------------------------------------- Shares Beneficially 8) Shared Voting Power: 7,376,941* -------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 0* -------------------------------------- Person With 10) Shared Dispositive Power: 7,376,941* -------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,376,941* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 18.6%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- *Based on 39,556,669 shares of common stock, par value $0.001 per share ("Common Stock"), of National Investment Managers Inc., a Florida corporation (the "Company"), issued and outstanding as of May 7, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009. Of the 7,376,941 shares of Common Stock held as of May 22, 2009, (i) Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S."), held 2,500,966 shares of Common Stock, (ii) Valens Offshore SPV I, Ltd., a Cayman Islands limited company ("Valens SPV I"), held 550,008 shares of Common Stock, and (iii) Valens Offshore SPV II, Corp., a Cayman Islands limited company ("Valens SPV II") held 4,325,967 shares of Common Stock. In addition to the shares of Common Stock held by the Reporting Persons, PSource Structured Debt Limited, a closed-ended investment company incorporated in Guernsey ("PSource"), also held the following convertible securities of the Company as of May 22, 2009: (i) options issued by the Company in March 2005, having an exercise price of $0.01 per share, subject to certain adjustments ("Options"), to purchase a total of 374,993 shares of Common Stock; (ii) warrants issued by the Company in March 2005, having an exercise price of $0.50 per share, subject to certain adjustments ("2005 Warrants"), to purchase a total of 1,084,338 shares of Common Stock; and (iii) warrants issued by the Company in May 2006, having an exercise price of $0.1667 per share, subject to certain adjustments ("2006 Warrants"), to purchase a total of 700,000 shares of Common Stock. All of the May 2006 Warrants, the March 2005 Warrants and the March 2005 Options contain an issuance limitation prohibiting the holder thereof from exercising or converting those securities to the extent that such exercise or conversion would result in the beneficial ownership of greater than 4.99% of the then-outstanding shares of Common Stock of the Company by Laurus Master Fund, Ltd. (in Liquidation), a Cayman Islands company (the "Fund"), as the initial holder of the securities, and its affiliates (the "Issuance Limitation"). The Issuance Limitation may be waived by the holder of the securities upon at least sixty-one (61) days' prior notice to the Company. PSource is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens SPV II is a wholly owned subsidiary of Valens SPV I. Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and, collectively with Valens SPV I, Valens SPV II and PSource, the "Investors"), Valens SPV I and Valens SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin (together with LCM, VCM and the Investors, the "Filing Parties"), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by the Investors. Thus, as of May 22, 2009, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 7,376,941 shares of Common Stock, or 18.6% of the shares of Common Stock deemed issued and outstanding as of such date. As of May 22, 2009, for purposes of Rule 13d-3 under the Exchange Act, not taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 9,536,272 shares of Common Stock, or 22.9% of the shares of Common Stock that would be deemed to be issued and outstanding as of such date. PSource disclaims beneficial ownership of the securities of the Company held by Valens U.S., Valens SPV I and Valens SPV II, except to the extent of PSource's pecuniary interest, if any, in Valens U.S., Valens SPV I or Valens SPV II. Each of Valens U.S., Valens SPV I and Valens SPV II disclaims beneficial ownership of the securities of the Company held by PSource, except to the extent of such person's pecuniary interest, if any, in PSource. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors, except to the extent of such person's pecuniary interest, if any, in the Investors. In addition, because of the Lockup Agreement and Co-Sale Rights Agreement (each filed as exhibits to the Schedule 13D to which this Amendment No. 1 relates), the Filing Parties may be deemed to beneficially own the securities of the Company beneficially owned by Woodside Capital Management, LLC and certain affiliates thereof. Each of the Filing Parties expressly disclaims any ownership of such securities. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 13 of the Exchange Act or otherwise, the beneficial owner of any securities covered by or described in this statement. In the past, both the Fund and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato"), have held the securities of the Company (including Common Stock, Options, 2005 Warrants and 2006 Warrants) that are the subject of the Schedule 13D to which this Amendment No. 1 relates. As such, the Fund and Erato were previously included as Reporting Persons in the Schedule 13D and were "Filing Parties" as such term is used herein. However, all of the securities of the Company held from time to time by the Fund or Erato have been transferred and sold to affiliated Reporting Persons included herein, and the Fund and Erato are no longer Reporting Persons or members of the "disclaimed group" that files beneficial ownership reports with respect to the Company's securities. This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D (the "Schedule 13D") filed by the Reporting Persons with the U.S. Securities and Exchange Commission on December 13, 2007. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. Item 1. Security and Issuer. ------------------- The second sentence of Item 1 is hereby deleted and replaced with the following: The principal executive offices of the Company are located at 485 Metro Place South, Suite 275, Dublin, Ohio 43017. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby amended by deleting it in its entirety and substituting the following in lieu thereof: Based upon information set forth in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, as filed with the U.S. Securities and Exchange Commission on May 15, 2009, there were 39,556,669 shares of common stock, par value $0.001 pr share ("Common Stock"), issued and outstanding as of May 7, 2009. Of the 7,376,941 shares of Common Stock held by the Reporting Persons as of May 22, 2009, (i) Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S."), held 2,500,966 shares of Common Stock, (ii) Valens Offshore SPV I, Ltd., a Cayman Islands limited company ("Valens SPV I"), held 550,008 shares of Common Stock, and (iii) Valens Offshore SPV II, Corp., a Cayman Islands limited company ("Valens SPV II") held 4,325,967 shares of Common Stock. In addition to the shares of Common Stock held by the Reporting Persons, PSource Structured Debt Limited, a closed-ended investment company incorporated in Guernsey ("PSource"), also held the following convertible securities of the Company as of May 22, 2009: (i) options issued by the Company in March 2005, having an exercise price of $0.01 per share, subject to certain adjustments ("Options"), to purchase a total of 374,993 shares of Common Stock; (ii) warrants issued by the Company in March 2005, having an exercise price of $0.50 per share, subject to certain adjustments ("2005 Warrants"), to purchase a total of 1,084,338 shares of Common Stock; and (iii) warrants issued by the Company in May 2006, having an exercise price of $0.1667 per share, subject to certain adjustments ("2006 Warrants"), to purchase a total of 700,000 shares of Common Stock. All of the May 2006 Warrants, the March 2005 Warrants and the March 2005 Options contain an issuance limitation prohibiting the holder thereof from exercising or converting those securities to the extent that such exercise or conversion would result in the beneficial ownership of greater than 4.99% of the then-outstanding shares of Common Stock of the Company by Laurus Master Fund, Ltd. (in Liquidation), a Cayman Islands company (the "Fund"), as the initial holder of the securities, and its affiliates (the "Issuance Limitation"). The Issuance Limitation may be waived by the holder of the securities upon at least sixty-one (61) days' prior notice to the Company. PSource is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens SPV II is a wholly owned subsidiary of Valens SPV I. Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and, collectively with Valens SPV I, Valens SPV II and PSource, the "Investors"), Valens SPV I and Valens SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin (together with LCM, VCM and the Investors, the "Filing Parties"), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by the Investors. Thus, as of May 22, 2009, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 7,376,941 shares of Common Stock, or 18.6% of the shares of Common Stock deemed issued and outstanding as of such date. As of May 22, 2009, for purposes of Rule 13d-3 under the Exchange Act, not taking into account the Issuance Limitation, the Filing Parties may be deemed to beneficially own 9,536,272 shares of Common Stock, or 22.9% of the shares of Common Stock that would be deemed to be issued and outstanding as of such date. PSource disclaims beneficial ownership of the securities of the Company held by Valens U.S., Valens SPV I and Valens SPV II, except to the extent of PSource's pecuniary interest, if any, in Valens U.S., Valens SPV I or Valens SPV II. Each of Valens U.S., Valens SPV I and Valens SPV II disclaims beneficial ownership of the securities of the Company held by PSource, except to the extent of such person's pecuniary interest, if any, in PSource. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors, except to the extent of such person's pecuniary interest, if any, in the Investors. In addition, because of the Lockup Agreement and Co-Sale Rights Agreement (each filed as exhibits to the Schedule 13D to which this Amendment No. 1 relates), the Filing Parties may be deemed to beneficially own the securities of the Company beneficially owned by Woodside Capital Management, LLC and certain affiliates thereof. Each of the Filing Parties expressly disclaims any ownership of such securities. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 13 of the Exchange Act or otherwise, the beneficial owner of any securities covered by or described in this statement. During the sixty (60) days prior to and including May 22, 2009, the Filing Parties effected the following transactions in the Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock. On May 22, 2009, Valens US, Valens SPV I and Valens SPV II sold 67, 15, and 118 shares of Common Stock, respectively, in ordinary brokerage transactions at a price of $0.2325 per share. Except as set forth herein, no other shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock are owned, beneficially or otherwise, by the Filing Parties. Except as set forth above, none of the Filing Parties has effected any transactions in shares of Common Stock, or securities convertible into or exercisable or exchangeable for shares of Common Stock, during the sixty (60) days prior to and including May 22, 2009. In the past, both the Fund and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato"), have held the securities of the Company (including Common Stock, Options, 2005 Warrants and 2006 Warrants) that are the subject of the Schedule 13D to which this Amendment No. 1 relates. As such, the Fund and Erato were previously included as Reporting Persons in the Schedule 13D and were "Filing Parties" as such term is used herein. However, all of the securities of the Company held from time to time by the Fund or Erato have been transferred and sold to affiliated Reporting Persons included herein, and the Fund and Erato are no longer Reporting Persons or members of the "disclaimed group" that files beneficial ownership reports with respect to the Company's securities. Item 7. Material to be Filed as Exhibits. -------------------------------- Appendix A Joint Filing Agreement, dated as of June 3, 2009, by and among the Filing Parties. 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. June 3, 2009 PSOURCE STRUCTURED DEBT LIMITED By: LAURUS CAPITAL MANAGEMENT, LLC Individually and as Investment Manager /s/ Eugene Grin - -------------------------------------- Eugene Grin Principal VALENS OFFSHORE SPV I, LTD. VALENS OFFSHORE SPV II, CORP. VALENS U.S. SPV I, LLC By: VALENS CAPITAL MANAGEMENT, LLC Individually and as Investment Manager /s/ Eugene Grin - -------------------------------------- Eugene Grin Principal DAVID GRIN /s/ David Grin - -------------------------------------- David Grin EUGENE GRIN /s/ Eugene Grin - -------------------------------------- Eugene Grin Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). APPENDIX A Joint Filing Agreement ---------------------- Each of Valens Capital Management, LLC, Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp., PSource Structured Debt Limited, Eugene Grin and David Grin hereby agree, by their execution below, that the Amendment No. 1 to Schedule 13D to which this Appendix A is attached is filed on behalf of each of them, respectively. Dated: June 3, 2009 PSOURCE STRUCTURED DEBT LIMITED By: LAURUS CAPITAL MANAGEMENT, LLC Individually and as Investment Manager /s/ Eugene Grin - -------------------------------------- Eugene Grin Principal VALENS OFFSHORE SPV I, LTD. VALENS OFFSHORE SPV II, CORP. VALENS U.S. SPV I, LLC By: VALENS CAPITAL MANAGEMENT, LLC Individually and as Investment Manager /s/ Eugene Grin - -------------------------------------- Eugene Grin Principal DAVID GRIN /s/ David Grin - -------------------------------------- David Grin EUGENE GRIN /s/ Eugene Grin - -------------------------------------- Eugene Grin A-1 -----END PRIVACY-ENHANCED MESSAGE-----