-----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, JoEM6p0FU5shjILp3h9N9mxRxlbggewbOqnDtkmdIf2Wg4qdoNeNKDkKWdj3jWxu wiljfKQ3bdeXPR7y7H0lFg== 0000872573-07-000001.txt : 20070104 0000872573-07-000001.hdr.sgml : 20070104 20070104143139 ACCESSION NUMBER: 0000872573-07-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070104 DATE AS OF CHANGE: 20070104 GROUP MEMBERS: A.R.T. ADVISORS, LLC GROUP MEMBERS: CAXTON ASSOCIATES, L.L.C. GROUP MEMBERS: CAXTON INTERNATIONAL LIMITED GROUP MEMBERS: GDK, INC. GROUP MEMBERS: MR. AARON SOSNICK GROUP MEMBERS: MR. BRUCE S. KOVNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFOCUS CORP CENTRAL INDEX KEY: 0000845434 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 930932102 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41347 FILM NUMBER: 07508584 BUSINESS ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036858888 MAIL ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 FORMER COMPANY: FORMER CONFORMED NAME: IN FOCUS SYSTEMS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAXTON ASSOCIATES LLC CENTRAL INDEX KEY: 0000872573 IRS NUMBER: 223430173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1030 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PRINCETON PLAZA, BUILDING 2 STREET 2: 731 ALEXANDER ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-419-1800 MAIL ADDRESS: STREET 1: PRINCETON PLAZA, BUILDING 2 STREET 2: 731 ALEXANDER ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: CAXTON CORP DATE OF NAME CHANGE: 19961118 SC 13D/A 1 infs13damend2.txt SC 13D/A - - INFOCUS AMEND #2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 2 InFocus Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 45665B106 (CUSIP Number) Mr. Scott B. Bernstein Caxton Associates, L.L.C. 731 Alexander Road, Bldg. 2 Princeton, New Jersey 08540 (609) 419-1800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 12/29/2006 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |X| 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). (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Caxton International Limited (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 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization British Virgin Islands Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 4,217,089 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 4,217,089 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 4,217,089 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 10.6% (14) Type of Reporting Person (See Instructions). CO (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). GDK, Inc. (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 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization British Virgin Islands Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 221,111 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 221,111 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 221,111 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 0.6% (14) Type of Reporting Person (See Instructions). BD (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). A.R.T. Advisors, LLC 13-4196796 (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 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 221,111 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 221,111 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 221,111 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 0.6% (14) Type of Reporting Person (See Instructions). IA (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Sosnick, Aaron (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 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 221,111 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 221,111 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 221,111 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 0.6% (14) Type of Reporting Person (See Instructions). IN (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Caxton Associates, L.L.C. 22-3430173 (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). Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 4,438,200 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 4,438,200 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 4,438,200 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 11.2% (14) Type of Reporting Person (See Instructions). IA (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kovner, Bruce (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). Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 4,438,200 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 4,438,200 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 4,438,200 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 11.2% (14) Type of Reporting Person (See Instructions). IN Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Schedule 13D is hereby amended by the following: Caxton International has expended an aggregate of $17,316,615.13 (excluding commissions, if any) to purchase 4,983,517 shares of Common Stock of the Company. Caxton International received proceeds of $3,679,462.05 (excluding commissions, if any) from sales of 766,428 shares of Common Stock. The purchase price for such acquired shares was paid out of Caxton International's working capital. Item 4. Purpose of Transaction. Item 4 is amended by adding thereto the following additional information: In the fourth quarter of 2006, representatives of the Reporting Persons had conversations with members of the Board and the Company's operating management and discussed with them the concerns of the Reporting Persons previously disclosed in this Schedule 13D. The Reporting Persons were not satisfied with the results of those conversations and will continue to examine all of their options in order to enhance shareholder value. Such options include the possibility of seeking to replace some or all of the members of the Board prior to the Company's 2007 annual meeting of shareholders. Item 5. Interest in Securities of the Issuer Subparagraph (a) of Item 5 of the Schedule 13D is hereby amended by the following: (a) (i) Caxton International beneficially owns 4,217,089 shares of Common Stock, representing approximately 10.6% of the total shares of Common Stock issued and outstanding. (v) Caxton Associates beneficially owns 4,438,200 shares of Common Stock, representing approximately 11.2% of the total shares of Common Stock issued and outstanding. (vi) Mr. Kovner beneficially owns 4,438,200 shares of Common Stock, representing approximately 11.2% of the total shares of Common Stock issued and outstanding. Subparagraph (c) of Item 5 of the Schedule 13D is hereby amended by the following: (c) (i) Caxton International acquired additional shares of Common Stock in a series of open market transactions effected primarily with independent brokers and, to a lesser extent, directly with market makers utilizing the NASDAQ System, between December 21 and December 29, 2006. See Schedule A for disclosure of (1) the date, (2) the price and (3) the amount of shares purchased by Caxton International since the filing of the latest amendment. (ii) Besides Caxton International, no other reporting person or Listed Person as listed in Schedules C, D, or E has executed any transactions during the past 60 days. Item 7. Material to Be Filed as Exhibits There is filed herewith as Exhibit 1 a written agreement relating to the filing or joint acquisition statements as required by Rule 13d-1(f)(1) under the Exchange Act. 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. Caxton International Limited Date: 1/4/2007 /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer Date: 1/4/2007 /s/ Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary GDK, Inc. Date: 1/4/2007 /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer Date: 1/4/2007 /s/ Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary A.R.T. Advisors, LLC Date: 1/4/2007 /s/ Andrew Waldman Name: Andrew Waldman Title: Authorized Representative Date: 1/4/2007 /s/ Aaron Sosnick Name: Aaron Sosnick Title: signed by Andrew Waldman as Authorized Representative Caxton Associates, L.L.C. Date: 1/4/2007 /s/ Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary Date: 1/4/2007 /s/ Bruce S. Kovner Name: Bruce S. Kovner Title: signed by Scott B. Bernstein as Attorney-in-Fact The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). Schedule A Caxton International Limited No of Shares Price Per Share Trade Date Purchased (Sold) (Excluding Commission) 21-Dec-06 10,000 2.6001 29-Dec-06 480,200 2.5500 Exhibit Index Exhibit 1 - Joint Acquisition Statement Pursuant To Rule 13d-1(k)(1). -----END PRIVACY-ENHANCED MESSAGE-----