UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Spherix Incorporated
(Name of Issuer)
Common Stock, $0.005 par value
(Title of Class of Securities)
84842R106
(CUSIP Number)
November 16, 2009
(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)
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*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 purposes 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).
Page 1 of 10 Pages
CUSIP No. 84842R106 13G Page 2 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Hartz Capital Investments, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
685,167 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
685,167 shares of Common Stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
685,167 shares of Common Stock
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.76% (See Item 4)
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(12) TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 84842R106 13G Page 3 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Empery Asset Management, LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
770,056 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
770,056 shares of Common Stock
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
770,056 shares of Common Stock
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.35% (See Item 4)
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(12) TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 84842R106 13G Page 4 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Ryan M. Lane
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
770,056 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
770,056 shares of Common Stock
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
770,056 shares of Common Stock
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.35% (See Item 4)
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(12) TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 84842R106 13G Page 5 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Martin D. Hoe
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
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(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
770,056 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
770,056 shares of Common Stock
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
770,056 shares of Common Stock
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.35% (See Item 4)
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 84842R106 13G Page 6 of 10 Pages
Item 1.
(a) Name of Issuer
Spherix Incorporated, a Delaware corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
6430 Rockledge Drive, Suite 503
Bethesda, MD 20817
Item 2(a). Name of Person Filing
This statement is filed by the entities and persons listed below, who
are collectively referred to herein as "Reporting Persons," with
respect to the shares of Common Stock (as defined in Item 2(d) below)
of the Company:
MANAGED ACCOUNT
(i) Hartz Capital Investments, LLC with respect to the shares of
Common Stock held by it in an account managed by the
Investment manager (as defined below) (the "Managed Account").
INVESTMENT MANAGER
(ii) Empery Asset Management, LP (the "Investment Manager"), with
respect to the shares of Common Stock held by the Managed
Account and certain funds to which the Investment Manager
serves as investment manager (collectively, the "Empery
Funds").
REPORTING INDIVIDUALS
(iii) Mr. Ryan M. Lane ("Mr. Lane"), with respect to the shares of
Common Stock held by the Managed Account and the Empery Funds.
(iv) Mr. Martin D. Hoe ("Mr. Hoe"), with respect to the shares of
Common Stock held by the Managed Account and the Empery Funds.
The Investment Manager serves as the investment manager to each of the
Managed Account and the Empery Funds. Each of the Reporting Individuals
is a Managing Member of Empery AM GP, LLC (the "General Partner"), the
general partner of the Investment Manager.
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is:
120 Broadway, Suite 1019
New York, New York 10271
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d) Title of Class of Securities
CUSIP No. 84842R106 13G Page 7 of 10 Pages
Common Stock, $0.005 par value (the "Common Stock")
Item 2(e) CUSIP Number
84842R106
Item 3. If this statement is filed pursuant to ss.ss.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 ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association 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 Rule 13d-1(b)(1)(ii)(J).
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.
The information as of the filing date required by Items 4(a) - (c) is set forth
in Rows 5 - 11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person. The Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009
filed on November 16, 2009 indicates that the total number of outstanding shares
of Common Stock as of November 2, 2009 is 14,389,778. The percentages set forth
on Row 11 of the cover page for each Reporting Person is based on the Company's
outstanding shares of Common Stock.
In addition to the reported shares of Common Stock, (i) the Managed Account
holds Warrants to purchase 491,304 shares of Common Stock and (ii) certain funds
managed by the Investment Manager hold Warrants to purchase 60,870 shares of
Common Stock. However, pursuant to the terms of these warrants, the Reporting
Persons cannot exercise any of these warrants until such time as the Reporting
Persons would not beneficially own, after any such exercise, more than 4.99% of
the outstanding shares of Common Stock.
CUSIP No. 84842R106 13G Page 8 of 10 Pages
The Investment Manager, which serves as the investment manager to the Managed
Account and the Empery Funds, may be deemed to be the beneficial owner of all
shares of Common Stock owned by the Managed Account and the Empery Funds. Each
of the Reporting Individuals, as Managing Members of the General Partner of the
Investment Manager with the power to exercise investment discretion, may be
deemed to be the beneficial owner of all shares of Common Stock owned by the
Managed Account and the Empery Funds. Each of the Investment Manager and the
Reporting Individuals hereby disclaims any beneficial ownership of any such
shares of Common Stock, except for their pecuniary interest therein.
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 applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best
of its 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.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of November 20, 2009, by and among
Hartz Capital Investments, LLC, Empery Asset Management, LP, Ryan M. Lane and
Martin D. Hoe.
CUSIP No. 84842R106 13G Page 9 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: November 20, 2009
EMPERY ASSET MANAGEMENT, LP HARTZ CAPITAL INVESTMENTS, LLC
By: EMPERY AM GP, LLC, its General By: EMPERY ASSET MANAGEMENT, LP, its
Partner Authorized Agent
By: EMPERY AM GP, LLC, its General
By: /s/ Ryan M. Lane Partner
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Name: Ryan M. Lane
Title: Managing Member By: /s/ Ryan M. Lane
----------------------------------
Name: Ryan M. Lane
Title: Managing Member
/s/ Martin D. Hoe /s/ Ryan M. Lane
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MARTIN D. HOE RYAN M. LANE
CUSIP No. 84842R106 13G Page 10 of 10 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the common
stock, par value $0.005 per share of Spherix Incorporated is being filed, and
all amendments thereto will be filed, on behalf of each of the persons and
entities named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: November 20, 2009
EMPERY ASSET MANAGEMENT, LP HARTZ CAPITAL INVESTMENTS, LLC
By: EMPERY AM GP, LLC, its General By: EMPERY ASSET MANAGEMENT, LP, its
Partner Authorized Agent
By: EMPERY AM GP, LLC, its General
By: /s/ Ryan M. Lane Partner
------------------------------
Name: Ryan M. Lane
Title: Managing Member By: /s/ Ryan M. Lane
----------------------------------
Name: Ryan M. Lane
Title: Managing Member
/s/ Martin D. Hoe /s/ Ryan M. Lane
------------------------------ ----------------------------------
MARTIN D. HOE RYAN M. LANE