0001079973-17-000035.txt : 20170119 0001079973-17-000035.hdr.sgml : 20170119 20170119162946 ACCESSION NUMBER: 0001079973-17-000035 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170119 DATE AS OF CHANGE: 20170119 GROUP MEMBERS: JUSTIN B. BORUS GROUP MEMBERS: LAZARUS INVESTMENT PARTNERS LLLP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COUPON EXPRESS, INC. CENTRAL INDEX KEY: 0000888702 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880270266 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42624 FILM NUMBER: 17536214 BUSINESS ADDRESS: STREET 1: 303 FIFTH AVE STREET 2: ROOM 206 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 914-371-2441 MAIL ADDRESS: STREET 1: 303 FIFTH AVE STREET 2: ROOM 206 CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: PSI CORP DATE OF NAME CHANGE: 20070104 FORMER COMPANY: FORMER CONFORMED NAME: Friendlyway CORP DATE OF NAME CHANGE: 20051017 FORMER COMPANY: FORMER CONFORMED NAME: BIOFARM INC DATE OF NAME CHANGE: 19981123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lazarus Management Co LLC CENTRAL INDEX KEY: 0001531964 IRS NUMBER: 331042318 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3200 CHERRY CREEK SOUTH DRIVE STREET 2: SUITE 670 CITY: DENVER STATE: CO ZIP: 80209 BUSINESS PHONE: 303-500-8821 MAIL ADDRESS: STREET 1: 3200 CHERRY CREEK SOUTH DRIVE STREET 2: SUITE 670 CITY: DENVER STATE: CO ZIP: 80209 SC 13G/A 1 lazarus_13ga.htm SCHEDULE 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Amendment No. 4)
 
Under the Securities Exchange Act of 1934
 
Coupon Express, Inc.
(Name of Issuer)
 
Common Stock, par value $.001 per share
(Title of Class of Securities)
 
 
69362W106
 
(CUSIP Number)
 
 
December 31, 2016
(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)
 
☒      Rule 13d-1(c)
 
☐       Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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 ("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
 
 
 
 
 

LAZARUS MANAGEMENT COMPANY LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a) ☐
    
(b) ☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Colorado
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
32,275,213
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
32,275,213
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
32,275,213
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
 
 
 
2
 
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 

JUSTIN B. BORUS 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a) ☐
    
(b) ☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
32,275,213
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
32,275,213
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
32,275,213
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN/HC
 
 
 
 
 
 
 
3
 
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
 
 LAZARUS INVESTMENT PARTNERS LLLP 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a) ☐
    
(b) ☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
32,275,213
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
32,275,213
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
32,275,213
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
 
 
4
 
 
Item 1.
 

(a)         Name of Issuer:

Coupon Express, Inc.

(b)         Address of Issuer's Principal Executive Office:

303 Fifth Avenue, Suite 206
New York, NY 10016
 
Item 2.
 

(a)         Name of Person Filing:

Lazarus Investment Partners LLLP ("Lazarus Partners")
Lazarus Management Company LLC ("Lazarus Management")
Justin B. Borus

(b)         Address of Principal Business Office or, if none, Residence:

The business address of each of Lazarus Partners, Lazarus Management and Justin B. Borus is 3200 Cherry Creek South Drive, Suite 670, Denver, Colorado 80209.

(c)         Citizenship:

Reference is made to Item 4 of pages 2–4 of this Schedule 13G (this "Schedule"), which Items are incorporated by reference herein.

(d)         Title of Class of Securities:

Common Stock, par value $0.001 per share

(e)         CUSIP Number:

69362W106
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
☐
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
☐
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
☐
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
☐
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
☒
(e)
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
☐
(f)
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
☒
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
 
☐
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
☐
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
☐
(j)
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
 
5
 
 
Item 4.
Ownership.  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
Reference is hereby made to Items 5-9 and 11 of pages 2 - 4 of this Schedule, which Items are incorporated by reference herein.  
 
Lazarus Management is the investment adviser of Lazarus Partners, and consequently may be deemed to have voting control and investment discretion over the securities owned by Lazarus Partners.  Justin B. Borus is the manager of Lazarus Management.  As a result, Mr. Borus may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Lazarus Management.  The foregoing should not be construed in and of itself as an admission by Lazarus Management or Mr. Borus as to beneficial ownership of the shares owned by Lazarus Partners.  Each of Lazarus Management and Mr. Borus disclaims beneficial ownership of the securities set forth in this Schedule 13G except to the extent of its or his pecuniary interests therein.

The calculation of percentage of beneficial ownership in Item 11 of pages 2 - 4 was calculated based on 280,535,802 shares of Common Stock outstanding as of July 10, 2013 as reported in the Issuer's Form 10-Q/A filed with the Securities and Exchange Commission on July 24, 2013 plus an additional 5,000,000 shares that could become outstanding upon the conversion of shares of Preferred Stock held by Lazarus Partners. 
 
 
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 the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
    Not Applicable.
 
6
 
 
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 the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.


Signature

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January 19, 2017
 
LAZARUS INVESTMENT PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its general partner
 
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 
LAZARUS MANAGEMENT COMPANY LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 
/s/ Justin B. Borus
Justin B. Borus
 
 
 
 
EXHIBIT INDEX
 
Exhibit A – Joint Filing Undertaking

 
7
 
 
EXHIBIT A

JOINT FILING UNDERTAKING
 
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.


Dated:  January 19, 2017

 
 
LAZARUS INVESTMENT PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its general partner
 
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager
 
 
LAZARUS MANAGEMENT COMPANY LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 
/s/ Justin B. Borus
Justin B. Borus
 


 
 
 
 
 
 
 
 
8