-----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, Dsm4eDdTkv+Sg5dLK6ZOpsNrYPQhpyx2h4PKw8rinrBybsz3WbcjVhrjXw0UMCo2 8ulev9WpQjiG33gcjQSrOA== 0001316568-08-000016.txt : 20080214 0001316568-08-000016.hdr.sgml : 20080214 20080214155353 ACCESSION NUMBER: 0001316568-08-000016 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Remote Dynamics Inc CENTRAL INDEX KEY: 0000944400 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 510352879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47033 FILM NUMBER: 08615152 BUSINESS ADDRESS: STREET 1: 200 CHISHOLM PLACE STREET 2: SUITE 120 CITY: PLANO STATE: TX ZIP: 75075 BUSINESS PHONE: 972-395-5579 MAIL ADDRESS: STREET 1: 200 CHISHOLM PLACE STREET 2: SUITE 120 CITY: PLANO STATE: TX ZIP: 75075 FORMER COMPANY: FORMER CONFORMED NAME: MINORPLANET SYSTEMS USA INC DATE OF NAME CHANGE: 20030417 FORMER COMPANY: FORMER CONFORMED NAME: MINORPLANET SYSTEMS USA DATE OF NAME CHANGE: 20020729 FORMER COMPANY: FORMER CONFORMED NAME: AT TRACK COMMUNICATIONS INC DATE OF NAME CHANGE: 20000425 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SDS CAPITAL GROUP SPC LTD CENTRAL INDEX KEY: 0001277663 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: RK CONSULTING (CAYMAN) LTD PO BOX 174865 STREET 2: CAYMAN CORPORATE CENTER 27 HOSPITAL RD CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 MAIL ADDRESS: STREET 1: C/O CAYMAN CORP P O BOX 174865 STREET 2: 27 HOSPITAL RD CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G/A 1 sc13gardym12312007.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2) Remote Dymanics Inc. -------------------- (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------ (Title of Class of Securities) 75962A204 ---------------- (CUSIP Number) December 31, 2007 ------------------------------------------------------- (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) (1) 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 the disclosures provided in a prior cover page. 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 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. 75962A204 13G Page 02 of 09 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) SDS Capital Group SPC, Ltd. ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 598,499 (1) _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 598,499 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,499 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% (1) ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ (1) Includes 2,053,286 shares issuable upon the exercise of Warrants; 67,355 shares issuable upon conversion of Series B Preferred Stock issued on September 02, 2005; 1,274,792 shares issuable upon conversion of Series A Convertible notes and 1,203,125 shares issuable upon conversion of Series B Convertible notes. The Reporting Person may not exercise the warrants issued to the extent that such exercise would result in the Reporting Person beneficially owning in excess of 9.9% of the Issuer's issued and outstanding shares of common stock. The Reporting Person may not convert the Series B Convertible Preferred Stock or exercise any of the warrants issued and dated September 2, 2005 to the extent such conversion or exercise would result in the Reporting Person beneficially owning in excess of 9.99% of the Issuer's issued and outstanding shares of common stock. ________________________________________________________________________________ CUSIP No. 75962A204 13G Page 03 of 09 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) SDS Management, LLC ________________________________________________________________________________ 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 SHARES 0 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 598,499 _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH 598,499 ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,499 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ________________________________________________________________________________ CUSIP No. 75962A204 13G Page 04 of 09 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Mr. Steven Derby ________________________________________________________________________________ 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 SHARES 0 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 598,499 _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH 598,499 ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,499 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ________________________________________________________________________________ CUSIP No. 75962A204 13G Page 05 of 09 Pages ________________________________________________________________________________ Item 1(a). Name of Issuer: Remote Dynamics Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 200 Chisholm Place Suite 120 Plano, Texas 75075 Item 2(a). Name of Person Filing: SDS Capital Group SPC, Ltd. ("SDS Capital Group") c/o Ogier Fiduciary Services (Cayman) Ltd. 113 South Church Street, PO Box 1234GT George Town, Grand Cayman Cayman Islands corporation SDS Management, LLC (the "Investment Manager") 53 Forest Avenue, 2nd Floor Old Greenwich, CT 06870 Delaware limited liability company Mr. Steven Derby Sole Managing Member of the Investment Manager 53 Forest Avenue, 2nd Floor Old Greenwich, CT 06870 United States citizen SDS Capital Group, the Investment Manager, and Mr. Derby are collectively referred to herein as the Reporting Persons. ________________________________________________________________________________ CUSIP No. 75962A204 13G Page 06 of 09 Pages ________________________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: See Item 2(a). Item 2(c). Citizenship: Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value (the "Common Stock") Item 2(e). CUSIP Number: 75962A204 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Not Applicable Item 4. Ownership. 1. SDS Capital Group (a) Amount beneficially owned: 598,499 (b) Percent of class: 9.99% (2) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote : 598,499 shares (ii) Shared power to vote or to direct the vote : 0 shares (iii) Sole power to dispose or to direct the disposition of 598,499 shares, (iv) Shared power to dispose or to direct the disposition of 0 shares (2) Includes 2,053,286 shares issuable upon the exercise of Warrants ; 67,355 shares issuable upon conversion of Series B Preferred Stock issued on September 02, 2005; 1,274,792 shares issuable upon conversion of Series A Convertible notes and 1,203,125 shares issuable upon conversion of Series B Convertible notes. The Reporting Person may not exercise the warrants issued to the extent that such exercise would result in the Reporting Person beneficially owning in excess of 9.9% of the Issuer's issued and outstanding shares of common stock. The Reporting Person may not convert the Series B Convertible Preferred Stock or exercise any of the warrants issued and dated September 2, 2005 to the extent such conversion or exercise would result in the Reporting Person beneficially owning in excess of 9.99% of the Issuer's issued and outstanding shares of common stock. 2. The Investment Manager (a) Amount beneficially owned: 598,499 (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 (ii) Shared power to vote or to direct the vote : 598,499 shares (iii) Sole power to dispose or to direct the disposition of 0 shares, (iv) Shared power to dispose or to direct the disposition of 598,499 shares The shares reported herein by the Investment Manager are beneficially owned as a result of the purchase of such shares by SDS Capital Group. The Investment Manager may be deemed to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the shares beneficially owned by SDS Capital Group. ________________________________________________________________________________ CUSIP No. 75962A204 13G Page 07 of 09 Pages ________________________________________________________________________________ 3. Mr. Derby (a) Amount beneficially owned: 598,499 (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 (ii) Shared power to vote or to direct the vote : 598,499 shares (iii) Sole power to dispose or to direct the disposition of 0 shares, (iv) Shared power to dispose or to direct the disposition of 598,499 shares The shares reported herein by the Investment Manager are beneficially owned as a result of the purchase of such shares by SDS Capital Group. Mr. Derby, in his capacity as the managing member of the Investment Manager, may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of the shares beneficially owned by SDS Capital Group. Mr. Derby disclaims beneficial ownership of the shares reported herein except to the extent of any pecuniary interest. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not appilcable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. 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. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired andare 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 purposes or effect. ________________________________________________________________________________ CUSIP No. 75962A204 13G Page 08 of 09 Pages ________________________________________________________________________________ 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. Dated: February 14, 2008 SDS CAPITAL GROUP SPC, LTD. By: SDS Management, LLC, its Investment Manager By: /s/ Steven Derby ------------------------------------ Name: Steven Derby Title: Director SDS MANAGEMENT, LLC By: /s/ Steven Derby ------------------------------------ Name: Steven Derby Title: Managing Member /s/ Steven Derby ---------------------------------------- Steven Derby EXHIBIT 1 The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: February 14, 2008 SDS CAPITAL GROUP SPC, LTD. By: SDS Management, LLC, its Investment Manager By: /s/ Steven Derby ------------------------------------ Name: Steven Derby Title: Director SDS MANAGEMENT, LLC By: /s/ Steven Derby ------------------------------------ Name: Steven Derby Title: Managing Member /s/ Steven Derby ---------------------------------------- Steven Derby -----END PRIVACY-ENHANCED MESSAGE-----