-----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, L0xu6NKMZgf+DnxHP0BFmCHplqXImAJP+aSq6VGpRq8RnGdALS6+vSOXeFjrrH9s Lh+xCq7Hoo6qBpYBMdzuEQ== 0001144204-09-007625.txt : 20090213 0001144204-09-007625.hdr.sgml : 20090213 20090212203952 ACCESSION NUMBER: 0001144204-09-007625 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090212 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 U.S. SPV I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCT INC CENTRAL INDEX KEY: 0000911149 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 410985960 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46153 FILM NUMBER: 09597274 BUSINESS ADDRESS: STREET 1: 2340 W COUNTY RD C CITY: ST PAUL STATE: MN ZIP: 55113-2528 BUSINESS PHONE: 6516974000 MAIL ADDRESS: STREET 1: 2340 W COUNTY RD C CITY: ST PAUL STATE: MN ZIP: 55113-2528 FORMER COMPANY: FORMER CONFORMED NAME: MICRO COMPONENT TECHNOLOGY INC DATE OF NAME CHANGE: 19930824 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 13G/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 13G/A 1 v139946_sc13g-a.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO. 3)* MICRO COMPONENT TECHNOLOGY, INC. ----------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ---------------------------------------- (Title of Class of Securities) 59479Q100 --------- (CUSIP Number) December 31, 2008 -------------- (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 information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: PSource Structured Debt Limited S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0, shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 3,783,901 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 3,783,901 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,783,901 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 11, 2008, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2008. As of December 31, 2008, PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, and VOFF SPV I, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iii) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (vii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (viii) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "December Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "First July Warrant" to purchase up to 26,350,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; and (xi) a warrant (the "Second July Warrant", and together with the First July Warrant, the "July Warrants" and together with the December Warrants and the Older Warrants, the "Warrants") to purchase up to 4,650,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants and the July Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 3,783,901 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 3,783,901 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,783,901 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 11, 2008, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2008. As of December 31, 2008, PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, and VOFF SPV I, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iii) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (vii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (viii) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "December Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "First July Warrant" to purchase up to 26,350,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; and (xi) a warrant (the "Second July Warrant", and together with the First July Warrant, the "July Warrants" and together with the December Warrants and the Older Warrants, the "Warrants") to purchase up to 4,650,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants and the July Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 3,783,901 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 3,783,901 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,783,901 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 11, 2008, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2008. As of December 31, 2008, PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, and VOFF SPV I, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iii) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (vii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (viii) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "December Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "First July Warrant" to purchase up to 26,350,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; and (xi) a warrant (the "Second July Warrant", and together with the First July Warrant, the "July Warrants" and together with the December Warrants and the Older Warrants, the "Warrants") to purchase up to 4,650,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants and the July Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0539781 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 3,783,901 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 3,783,901 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,783,901 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 11, 2008, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2008. As of December 31, 2008, PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, and VOFF SPV I, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iii) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (vii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (viii) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "December Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "First July Warrant" to purchase up to 26,350,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; and (xi) a warrant (the "Second July Warrant", and together with the First July Warrant, the "July Warrants" and together with the December Warrants and the Older Warrants, the "Warrants") to purchase up to 4,650,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants and the July Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 3,783,901 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 3,783,901 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,783,901 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 11, 2008, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2008. As of December 31, 2008, PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, and VOFF SPV I, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iii) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (vii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (viii) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "December Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "First July Warrant" to purchase up to 26,350,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; and (xi) a warrant (the "Second July Warrant", and together with the First July Warrant, the "July Warrants" and together with the December Warrants and the Older Warrants, the "Warrants") to purchase up to 4,650,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants and the July Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 3,783,901 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 3,783,901 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,783,901 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 11, 2008, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2008. As of December 31, 2008, PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, and VOFF SPV I, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iii) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (vii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (viii) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "December Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "First July Warrant" to purchase up to 26,350,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; and (xi) a warrant (the "Second July Warrant", and together with the First July Warrant, the "July Warrants" and together with the December Warrants and the Older Warrants, the "Warrants") to purchase up to 4,650,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants and the July Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 3,783,901 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 3,783,901 shares of Common Stock. * - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,783,901 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 11, 2008, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2008. As of December 31, 2008, PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, and VOFF SPV I, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iii) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (vii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (viii) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "December Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "First July Warrant" to purchase up to 26,350,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; and (xi) a warrant (the "Second July Warrant", and together with the First July Warrant, the "July Warrants" and together with the December Warrants and the Older Warrants, the "Warrants") to purchase up to 4,650,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants and the July Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 59479Q100 Item 1(a). Name of Issuer: Micro Component Technology, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 2340 West County Road C St. Paul, MN 55113-2528 Item 2(a). Name of Person Filing: Laurus Capital Management, LLC This Schedule 13G, as amended, is also filed on behalf of PSource Structured Debt Limited, a closed ended company incorporated with limited liability in Guernsey, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Offshore SPV I, Ltd., a Cayman Islands limited company, Valens Capital Management, LLC, a Delaware limited liability company, Eugene Grin and David Grin. Laurus Capital Management, LLC manages PSource Structured Debt Limited. Valens Capital Management, LLC manages Valens U.S. SPV I, LLC and Valens Offshore SPV I, Ltd. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by PSource Structured Debt Limited, Valens Offshore SPV I, Ltd. and Valens U.S. SPV I, LLC reported on this Schedule 13G, as amended. Information related to each of Laurus Capital Management, LLC, Valens Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., PSource Structured Debt Limited, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: Laurus Capital Management, LLC, 335 Madison Avenue, 10th Floor, New York, NY 10017 Item 2(c). Citizenship: Delaware Item 2(d). Title of Class of Securities: Common Stock ("Common Stock") Item 2(e). CUSIP Number: 59479Q100 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 3,783,901 shares of Common Stock (b) Percent of Class: 9.99% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock.* CUSIP No. 59479Q100 (ii) shared power to vote or to direct the vote: 3,783,901 shares of Common Stock. * (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock. * (iv) shared power to dispose or to direct the disposition of: 3,783,901 shares of Common Stock. * Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: 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, I certify to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - ----------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 11, 2008, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2008. As of December 31, 2008, PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, and VOFF SPV I, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iii) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (vii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (viii) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "December Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "First July Warrant" to purchase up to 26,350,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; and (xi) a warrant (the "Second July Warrant", and together with the First July Warrant, the "July Warrants" and together with the December Warrants and the Older Warrants, the "Warrants") to purchase up to 4,650,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants and the July Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. PSource is managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 59479Q100 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. February 12, 2009 ---------------- Date Laurus Capital Management, LLC /s/ Eugene Grin ---------------- Eugene Grin Principal CUSIP No. 59479Q100 APPENDIX A A. Name: PSource Structured Debt Limited, a closed ended company incorporated with limited liability in Guernsey Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Place of Organization: Guernsey B. Name: Valens U.S. SPV I, LLC, a Delaware limited liability Company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware C. Name: Valens Offshore SPV I, Ltd., a Cayman Islands limited company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Cayman Islands D. Name: Valens Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware E. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC and Valens Capital Management, LLC Citizenship: Israel F. Name: Eugene Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC and Valens Capital Management, LLC Citizenship: United States CUSIP No. 59479Q100 Each of PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Capital Management, LLC Eugene Grin and David Grin hereby agree, by their execution below, that the Schedule 13G, as amended, to which this Appendix A is attached is filed on behalf of each of them, respectively. PSource Structured Debt Limited Laurus Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - ----------------------------------------- Eugene Grin Principal February 12, 2009 Valens Offshore SPV I, Ltd. Valens U.S. SPV I, LLC Valens Capital Management, LLC By: Valens Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - ----------------------------------------- Eugene Grin Principal February 12, 2009 /s/ David Grin - ----------------------------------------- David Grin February 12, 2009 /s/ Eugene Grin - ----------------------------------------- Eugene Grin February 12, 2009 -----END PRIVACY-ENHANCED MESSAGE-----