-----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, Tug9KMFuV6h/aRPF3XbU8YSiXRNGuRDMKOFIgQCet6ZCGvVzltHXT35pj0ADq4ag pv17/XaL070osrJ/BsHjjA== 0000872573-07-000008.txt : 20070123 0000872573-07-000008.hdr.sgml : 20070123 20070123172753 ACCESSION NUMBER: 0000872573-07-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070123 DATE AS OF CHANGE: 20070123 GROUP MEMBERS: CAXTON ASSOCIATES, L.L.C. GROUP MEMBERS: CAXTON INTERNATIONAL LIMITED GROUP MEMBERS: MR. BRUCE S. KOVNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PW EAGLE INC CENTRAL INDEX KEY: 0000852426 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 411642846 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40551 FILM NUMBER: 07547662 BUSINESS ADDRESS: STREET 1: 222 SOUTH NINTH STREET STREET 2: SUITE 2880 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123050339 MAIL ADDRESS: STREET 1: 222 SOUTH NINTH STREET STREET 2: SUITE 2880 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE PACIFIC INDUSTRIES INC/MN DATE OF NAME CHANGE: 19950726 FORMER COMPANY: FORMER CONFORMED NAME: BLACK HAWK HOLDINGS INC /MN/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BHH INC DATE OF NAME CHANGE: 19891019 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 pwei13damend6.txt SC 13D/A - - PW EAGLE AMEND #6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6 - Exiting)* PW Eagle, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69366Y108 (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) 1/19/2007 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition 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. |_| 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)|_| (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: 64,500 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 64,500 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 64,500 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 0.5% (14) Type of Reporting Person (See Instructions). CO (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)|_| (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: 64,500 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 64,500 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 64,500 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 0.5% (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)|_| (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: 64,500 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 64,500 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 64,500 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 0.5% (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 and replaced by the following: Caxton International currently owns warrants and options to acquire shares of Common Stock. An aggregate of $22,000.00 (excluding commissions, if any) was expended by Caxton Inter- national to acquire such warrants and options and was paid out of Caxton International's working capital. Item 5. Interest in Securities of the Issuer Subparagraph (a) of Item 5 of the Schedule 13D is hereby amended and replaced by the following: (a) Caxton International beneficially owns 64,500 shares of Common Stock (which includes warrants to purchase 60,000 shares of Common Stock and 45 call options), representing approximately 0.5% of the total shares of Common Stock issued and outstanding. Subparagraph (c) of Item 5 of the Schedule 13D is hereby amended by the addition of the following: (c) On January 19, 2007, 5,540 call options to purchase 554,000 shares of Common Stock previously reported as beneficially owned by Caxton International expired unexercised. In addition, since the filing of its most recent schedule 13D Amendment, Caxton International executed the following transactions set forth in Schedule A. All such transactions were effected in the open market with independent brokers. (e) As of January 19, 2007 the reporting persons ceased to be the beneficial owner of more than five percent of the outstanding shares of the issuer's Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended by the addition of the following immediately preceding the last paragraph thereof: The information contained in Item 5 of this Amendment #6 is hereby incorporated by reference. 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: 1/23/2007 /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer Date: 1/23/2007 /s/ Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary Caxton Associates, L.L.C. Date: 1/23/2007 /s/ Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary Date: 1/23/2007 /s/ Bruce S. Kovner Name: Bruce S. Kovner Title: signed by Scott B. Bernstein as Attorney-in-Fact Schedule A Caxton International Limited OPTION TRANSACTIONS No. of Shares No. of Underlying Price Per Options Options Contract Purchased Type of Purchased (Excluding Trade Date (Sold) Option (Sold) Commission) 12-Jan-07 (500) Put (50,000) 4.3000 -----END PRIVACY-ENHANCED MESSAGE-----