-----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, LBMxqjXnyfbwwzrBgNyJ3wVNJWuC/xMVufaGaX77GwVpoakfc4Ulacy8NfBWoy43 74HgQ2X8id7WLTIsz3DwrA== 0000950123-06-012728.txt : 20061019 0000950123-06-012728.hdr.sgml : 20061019 20061018174055 ACCESSION NUMBER: 0000950123-06-012728 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061019 DATE AS OF CHANGE: 20061018 GROUP MEMBERS: ALEXANDRA INVESTMENT MANAGEMENT LLC GROUP MEMBERS: MIKHAIL A FILIMONOV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHOTOWORKS INC /WA CENTRAL INDEX KEY: 0000791050 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PHOTOFINISHING LABORATORIES [7384] IRS NUMBER: 910964899 STATE OF INCORPORATION: WA FISCAL YEAR END: 0906 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-38934 FILM NUMBER: 061151622 BUSINESS ADDRESS: STREET 1: 1260 16TH AVE WEST CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: 2062811390 MAIL ADDRESS: STREET 1: 1260 16TH AVENUE WEST CITY: SEATTLE STATE: WA ZIP: 98119 FORMER COMPANY: FORMER CONFORMED NAME: SEATTLE FILMWORKS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PASSAGE MARKETING CORP DATE OF NAME CHANGE: 19890320 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDRA GLOBAL MASTER FUND LTD CENTRAL INDEX KEY: 0001266087 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ALEXANDRA INVESTMENT MANAGEMENT LLC STREET 2: 767 THIRD AVE 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123011800 SC 13G 1 y26046sc13g.txt SC 13G SCHEDULE 13G CUSIP NO. 71940B208 PAGE 1 OF 9 PAGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* Photoworks, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 71940B208 (CUSIP Number) October 9, 2006 (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 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). SCHEDULE 13G CUSIP NO. 71940B208 PAGE 2 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Alexandra Global Master Fund Ltd. 98-0448776 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ] (B)[ ] (See Item 6) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER -0- ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 2,857,143 shares of Common Stock (See Item 4) OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH: ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 2,857,143 shares of Common Stock (See Item 4) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,857,143 shares of Common Stock (See Item 4) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.6% (See Item 4) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- SCHEDULE 13G CUSIP NO. 71940B208 PAGE 3 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Alexandra Investment Management, LLC 13-4092583 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ] (B)[ ] (See Item 6) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER -0- ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 2,857,143 shares of Common Stock (See Item 4) OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH: ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 2,857,143 shares of Common Stock (See Item 4) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,857,143 shares of Common Stock (See Item 4) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.6% (See Item 4) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- SCHEDULE 13G CUSIP NO. 71940B208 PAGE 4 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Mikhail A. Filimonov - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ] (B)[ ] (See Item 6) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER -0- ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 2,857,143 shares of Common Stock (See Item 4) OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH: ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 2,857,143 shares of Common Stock (See Item 4) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,857,143 shares of Common Stock (See Item 4) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.6% (See Item 4) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- SCHEDULE 13G CUSIP NO. 71940B208 PAGE 5 OF 9 PAGES Item 1(a). Name of Issuer: Photoworks, Inc. (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: 71 Columbia Street Seattle, WA 98104 Item 2(a). Names of Persons Filing: Alexandra Global Master Fund Ltd. ("Alexandra") Alexandra Investment Management, LLC ("Management") Mikhail A. Filimonov ("Filimonov") Item 2(b). Address of Principal Business Office: Alexandra - Citco Building, Wickams Cay, P.O. Box 662, Road Town, Tortola, British Virgin Islands Management - 767 Third Avenue, 39th Floor, New York, New York 10017 Filimonov - 767 Third Avenue, 39th Floor, New York, New York 10017 Item 2(c). Place of Organization or Citizenship: Alexandra - British Virgin Islands Management - Delaware Filimonov - U.S. Item 2(d). Title of Class of Securities: Common Stock, $.01 par value per share, of the Issuer (the "Common Stock") Item 2(e). CUSIP Number: 71940B208 Item 3. This Schedule is filed pursuant to Rule 13d-1(c) by Alexandra, Management and Filimonov Item 4. Ownership: (a) Amount Beneficially Owned: Alexandra: 2,857,143 shares* Management: 2,857,143 shares* Filimonov: 2,857,143 shares* (b) Percent of Class: Alexandra: 7.6%* Management: 7.6%* Filimonov: 7.6%* (Based on 37,577,657 shares of Common Stock outstanding, as of October 9, 2006 (consisting of 19,794,672 shares of Common Stock outstanding as of SCHEDULE 13G CUSIP NO. 71940B208 PAGE 6 OF 9 PAGES June 30, 2006, as reported by the Issuer in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 plus 17,782,985 shares of Common Stock issued on October 9, 2006, as reported by the Issuer in the Issuer's Current Report on Form 8-K, filed on October 10, 2006)) (c) Number of Shares as to which the Person has: (i) sole power to vote or to direct the vote -0- (ii) shared power to vote or to direct the vote: 2,857,143 shares of Common Stock* (iii) sole power to dispose or to direct the disposition of -0- (iv) shared power to dispose or to direct the disposition of 2,857,143 shares of Common Stock* * The amounts reported as beneficially owned exclude certain shares of Common Stock that Alexandra has the right to acquire upon exercise of a Warrant to purchase Common Stock (the "Warrant"). The Warrant contains limitations on the exercise thereof which make the Warrant unexercisable to the extent the holder would upon exercise, beneficially own more than 4.999% of the Common Stock. The amount reported as beneficially owned is based on such limitations. In the absence of such limitations, the number of shares of Common Stock which Alexandra would have the right to acquire upon exercise of the Warrant would be 714,286 shares and the number of shares of Common Stock that Alexandra would be deemed to beneficially own would be 3,571,429 shares of Common Stock representing 9.3% of the Class. Management serves as investment advisor to Alexandra. By reason of such relationship, Management may be deemed to share voting and dispositive power over the shares of Common Stock owned by Alexandra. Management disclaims beneficial ownership of the shares of Common Stock listed as beneficially owned by Alexandra or any other person reporting on this Schedule. Filimonov serves as the Chairman, the Chief Executive Officer, a Managing Member and the Chief Investment Officer of Management. By reason of such relationships, Filimonov may be deemed to share voting and dispositive power over the shares of Common Stock listed as beneficially owned by Management. Filimonov disclaims beneficial ownership of the shares of Common Stock listed as beneficially owned by Management or any other person reporting on this Schedule. Item 5. Ownership of Five Percent or Less of a Class: Not applicable SCHEDULE 13G CUSIP NO. 71940B208 PAGE 7 OF 9 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: By signing below each signatory certifies that, to the best of its 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. Exhibits: Exhibit I: Joint Filing Agreement, dated as of October 18, 2006, by and among Alexandra, Management and Filimonov. SCHEDULE 13G CUSIP NO. 71940B208 PAGE 8 OF 9 PAGES SIGNATURE By signing below each signatory certifies that, to the best of its 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. Date: October 18, 2006 ALEXANDRA GLOBAL MASTER FUND LTD. By: ALEXANDRA INVESTMENT MANAGEMENT, LLC, its Investment Advisor By: /s/ Mikhail A. Filimonov ------------------------------------ Mikhail A. Filimonov Title: Managing Member ALEXANDRA INVESTMENT MANAGEMENT, LLC By: /s/ Mikhail A. Filimonov ------------------------------------ Mikhail A. Filimonov Title: Managing Member /s/ Mikhail A. Filimonov ---------------------------------------- Mikhail A. Filimonov EX-99.I 2 y26046exv99wi.txt EX-99.I: JOINT FILING AGREEMENT SCHEDULE 13G CUSIP NO. 71940B208 PAGE 9 OF 9 PAGES Exhibit I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, $0.01 par value, of Photoworks, Inc., a Washington corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated as of October 18, 2006 ALEXANDRA GLOBAL MASTER FUND LTD. By: ALEXANDRA INVESTMENT MANAGEMENT, LLC, its Investment Advisor By: /s/ Mikhail A. Filimonov ------------------------------------ Mikhail A. Filimonov Title: Managing Member ALEXANDRA INVESTMENT MANAGEMENT, LLC By: /s/ Mikhail A. Filimonov ------------------------------------ Mikhail A. Filimonov Title: Managing Member /s/ Mikhail A. Filimonov ---------------------------------------- Mikhail A. Filimonov -----END PRIVACY-ENHANCED MESSAGE-----