UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Spherix Incorporated
(Name of Issuer)
Common Stock, $0.005 par value
(Title of Class of Securities)
84842R106
(CUSIP Number)
December 31, 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 7 Pages
CUSIP No. 84842R106 13G Page 2 of 7 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
565,870 shares of Common Stock
Warrants to purchase 491,305 shares of Common Stock
(See Item 4)*
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
565,870 shares of Common Stock
Warrants to purchase 491,305 shares of Common Stock
(See Item 4)*
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
565,870 shares of Common Stock
Warrants to purchase 491,305 shares of Common Stock (See Item 4)*
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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)
4.99% (See Item 4)*
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(12) TYPE OF REPORTING PERSON (see instructions)
OO
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* As more fully described in Item 4, certain of these reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives effect
to such blocker. However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock that
would be issuable upon full exercise or conversion of such reported securities
and do not give effect to such blocker. Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving effect
to such blocker, is less than the number of securities reported in rows (6), (8)
and (9)..
CUSIP No. 84842R106 13G Page 3 of 7 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) [ ]
-----------------------------------------------------------------------
(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
636,340 shares of Common Stock
Warrants to purchase 552,175 shares of Common Stock
(See Item 4)*
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
636,340 shares of Common Stock
Warrants to purchase 552,175 shares of Common Stock
(See Item 4)*
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
636,340 shares of Common Stock
Warrants to purchase 552,175 shares of Common Stock
(See Item 4)*
-----------------------------------------------------------------------
(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) 4.99%
(See Item 4)*
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(12) TYPE OF REPORTING PERSON (see instructions)
PN
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* As more fully described in Item 4, certain of these reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives effect
to such blocker. However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock that
would be issuable upon full exercise or conversion of such reported securities
and do not give effect to such blocker. Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving effect
to such blocker, is less than the number of securities reported in rows (6), (8)
and (9).
CUSIP No. 84842R106 13G Page 4 of 7 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) [ ]
-----------------------------------------------------------------------
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
636,340 shares of Common Stock
Warrants to purchase 552,175 shares of Common Stock
(See Item 4)*
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
636,340 shares of Common Stock
Warrants to purchase 552,175 shares of Common Stock
(See Item 4)*
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
636,340 shares of Common Stock
Warrants to purchase 552,175 shares of Common Stock
(See Item 4)*
-----------------------------------------------------------------------
(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) 4.99%
(See Item 4)*
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
IN
-----------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives effect
to such blocker. However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock that
would be issuable upon full exercise or conversion of such reported securities
and do not give effect to such blocker. Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving effect
to such blocker, is less than the number of securities reported in rows (6), (8)
and (9).
CUSIP No. 84842R106 13G Page 5 of 7 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) [ ]
-----------------------------------------------------------------------
(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
636,340 shares of Common Stock
Warrants to purchase 552,175 shares of Common Stock
(See Item 4)*
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
636,340 shares of Common Stock
Warrants to purchase 552,175 shares of Common Stock
(See Item 4)*
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
636,340 shares of Common Stock
Warrants to purchase 552,175 shares of Common Stock
(See Item 4)*
-----------------------------------------------------------------------
(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)
4.99% (See Item 4)*
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions) IN
-----------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives effect
to such blocker. However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock that
would be issuable upon full exercise or conversion of such reported securities
and do not give effect to such blocker. Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving effect
to such blocker, is less than the number of securities reported in rows (6), (8)
and (9).
CUSIP No. 84842R106 13G Page 6 of 7 Pages
This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G
filed on November 20, 2009 (the "Original Schedule 13G" and the Original
Schedule 13G as amended, the "Schedule 13G") with respect to shares of common
stock, $0.005 par value per share (the "Common Stock") of Spherix Incorporated,
a Delaware corporation (the "Company"). Capitalized terms used herein and not
otherwise defined in this Amendment have the meanings set forth in the Schedule
13G. This Amendment amends and restates Item 4 in its entirety as set forth
below.
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
Prospectus filed pursuant to Rule 424(b)(5) on November 16, 2009, indicates that
the total number of outstanding shares of Common Stock upon completion of the
offering made pursuant to such Prospectus is 17,150,648. The percentages set
forth on Row ll of the cover page for each Reporting Person is based on the
Company's outstanding shares of Common Stock and assumes the exercise of the
reported warrants subject to the Blocker (as defined below). Pursuant to the
terms of the reported 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 (the "Blocker").
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.
CUSIP No. 84842R106 13G Page 7 of 7 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: February 12, 2010
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