UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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GLOBIX CORPORATION |
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(Name of Issuer) |
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Common Stock, $.01 par value |
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(Title of Class of Securities) |
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37957F200 |
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(CUSIP Number) |
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December 31, 2005 |
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(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨ |
Rule 13d-1(b) |
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þ |
Rule 13d-1(c) |
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¨ |
Rule 13d-1(d) |
CUSIP No. 37957F200
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1 |
NAMES OF REPORTING
PERSONS |
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2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP* |
(a) ¨ |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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5 |
SOLE VOTING POWER |
0 shares |
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6 |
SHARED VOTING POWER |
5,386,366 shares |
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7 |
SOLE DISPOSITIVE POWER |
0 shares |
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8 |
SHARED DISPOSITIVE POWER |
5,386,366 shares |
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9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9 ) |
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12 |
TYPE OF REPORTING PERSON*
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*See Instructions.
CUSIP No. 37957F200
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1 |
NAMES OF REPORTING
PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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5 |
SOLE VOTING POWER |
0 shares |
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6 |
SHARED VOTING POWER |
5,386,366 shares |
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7 |
SOLE DISPOSITIVE POWER |
0 shares |
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8 |
SHARED DISPOSITIVE POWER |
5,386,366 shares |
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9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9 ) |
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12 |
TYPE OF REPORTING
PERSON* |
*See Instructions.
CUSIP No. 37957F200
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1 |
NAMES OF REPORTING
PERSONS |
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2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP* |
(a) ¨ |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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5 |
SOLE VOTING POWER |
0 shares |
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6 |
SHARED VOTING POWER |
5,386,366 shares |
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7 |
SOLE DISPOSITIVE POWER |
0 shares |
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8 |
SHARED DISPOSITIVE POWER |
5,386,366 shares |
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9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9 ) |
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12 |
TYPE OF REPORTING
PERSON* |
*See Instructions.
CUSIP No. 37957F200
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1 |
NAMES OF REPORTING
PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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5 |
SOLE VOTING POWER |
0 shares |
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6 |
SHARED VOTING POWER |
5,386,366 shares |
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7 |
SOLE DISPOSITIVE POWER |
0 shares |
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8 |
SHARED DISPOSITIVE POWER |
5,386,366 shares |
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9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9 ) |
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12 |
TYPE OF REPORTING
PERSON* |
*See Instructions.
CUSIP No. 37957F200
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1 |
NAMES OF REPORTING
PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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5 |
SOLE VOTING POWER |
0 shares |
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6 |
SHARED VOTING POWER |
5,386,366 shares |
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7 |
SOLE DISPOSITIVE POWER |
0 shares |
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8 |
SHARED DISPOSITIVE POWER |
5,386,366 shares |
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9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9 ) |
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12 |
TYPE OF REPORTING
PERSON* |
*See Instructions.
CUSIP No. 37957F200
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1 |
NAMES OF REPORTING
PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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5 |
SOLE VOTING POWER |
9,502 shares |
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6 |
SHARED VOTING POWER |
5,386,366 shares |
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7 |
SOLE DISPOSITIVE POWER |
9,502 shares |
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8 |
SHARED DISPOSITIVE POWER |
5,386,366 shares |
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9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9 ) |
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12 |
TYPE OF REPORTING
PERSON* |
*See Instructions.
CUSIP No. 37957F200
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1 |
NAMES OF REPORTING
PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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5 |
SOLE VOTING POWER |
0 shares |
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6 |
SHARED VOTING POWER |
5,386,366 shares |
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7 |
SOLE DISPOSITIVE POWER |
0 shares |
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8 |
SHARED DISPOSITIVE POWER |
5,386,366 shares |
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9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES |
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11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9 ) |
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12 |
TYPE OF REPORTING
PERSON* |
*See Instructions.
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Item 1(a). |
Name of Issuer: |
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GLOBIX CORPORATION |
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Item 1(b). |
Address of Issuers Principal Executive Offices: |
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139 Centre Street |
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Item 2(a). |
Name of Person Filing: |
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Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, this Schedule 13G is filed on behalf of each of the reporting persons indicated in Item 1 of each of the cover pages of this Schedule 13G. The information required by this paragraph is set forth in Item 1 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. |
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Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
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The information required by this paragraph is set forth on Annex A attached hereto and is incorporated herein by reference. |
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Item 2(c). |
Citizenship: |
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The information required by this paragraph is set forth in Item 4 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. |
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Item 2(d). |
Title of Class of Securities: |
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common stock, $.01 par value (Common Stock) |
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Item 2(e). |
CUSIP Number: |
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37957F200 |
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Item 3. |
Not applicable. |
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Item 4. |
Ownership. |
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(a) Amount Beneficially Owned: |
The information required by this paragraph is set forth in Item 9 of each of the cover pages of this Schedule 13G and is incorporated herein by reference.
LC Capital Master Fund, Ltd. (the Master Fund) directly holds 4,901,177 shares of the Issuers Common Stock, par value $0.01 per share (the Common Stock), 462,462 shares of the Issuers preferred stock (the Preferred Stock), which is convertible into Common Stock on a share-for-share basis, and rights to purchase 22,727 shares of Common Stock at a purchase price of $2.75 (the Options, and together with the Preferred Stock and the Common Stock, the Shares). The Shares were acquired in separate transactions as follows: 770,646 shares of Common Stock were acquired on October 16, 2002;
449,171 shares of Common Stock were acquired on September 22, 2003; and 3,226,815 shares of Common Stock and 462,462 shares of Preferred Stock were acquired on the conversion of common stock and preferred stock of NEON Communications, Inc. (NEON) into shares of Common Stock and Preferred Stock in connection with the merger of NEON with a subsidiary of the Issuer on March 7, 2005 (the Merger). The Shares listed above also include 454,545 shares of Common Stock acquired upon a debt-for-equity exchange with the Issuer that took place concurrently with the Merger and rights to purchase 22,727 shares of Common Stock acquired in July 2005 pursuant to the terms of a debt-for-equity exchange agreement with the Issuer at a purchase price of $2.75 per share. In the Merger, Steven C. Lampe also acquired an option to purchase 9,502 shares of Common Stock upon the conversion of options to purchase NEON common stock issuable under the NEON 2003 Directors Stock Option Plan.
LC Capital Partners, LP (Partners) may be deemed to control the Master Fund by virtue of Partners ownership of approximately 54.31% of the outstanding shares of the Master Fund. Accordingly, Partners may be deemed to have a beneficial interest in the Shares. In addition, since LC Capital Advisors LLC (Advisors) is the sole general partner of Partners, Advisors may also be deemed to have a beneficial interest in the Shares. Each of Partners and Advisors disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein.
Lampe, Conway & Co. LLC (LC&C) acts as investment manager to Partners and the Master Fund pursuant to certain investment management agreements. LC Capital International LLC (International) acts as investment advisor to the Master Fund pursuant to an investment advisory agreement. Since LC&C and International share voting and dispositive power over the Shares by virtue of the aforementioned agreements (the Agreements), LC&C and International may each be deemed to have a beneficial interest in the Shares. Each of LC&C and International disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein.
Steven G. Lampe (Lampe) and Richard F. Conway (Conway) act as the sole managing members of each of Advisors, LC&C and International and each of Lampe and Conway may be deemed to control each such entity. Accordingly, each of Lampe and Conway may be deemed to have a beneficial interest in the Shares by virtue of Advisors indirect deemed control of the Master Fund and LC&Cs and Internationals respective power to vote and/or dispose of the Shares pursuant to the Agreements. Each of Lampe and Conway disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein.
(b) Percent of Class:
The information required by this paragraph is set forth in Item 11 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. The information in Item 4(a) above is incorporated herein by reference.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
The information required by this subparagraph is set forth in Item 5 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by this subparagraph is set forth in Item 6 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this subparagraph is set forth in Item 7 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this subparagraph is set forth in Item 8 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference.
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Item 5. |
Ownership of Five Percent or Less of a Class. |
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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 [ ]. |
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Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person. |
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Not Applicable |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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The Master Fund directly acquired all of the Shares being reported on by Partners and Advisors. Partners directly holds approximately 54.31% of the outstanding shares of the Master Fund and may be deemed to control the Master Fund. Advisors is the sole general partner of Partners and may also be deemed to control the Master Fund. |
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Item 8. |
Identification and Classification of Members of the Group. |
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Not Applicable |
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Item 9. |
Notice of Dissolution of Group. |
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Not applicable |
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Item 10. |
Certification. |
By signing below, each of the undersigned certifies that, to the best of his or 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct
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Date: February 9, 2006 |
LC Capital Master Fund, Ltd. |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Director |
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Date: February 9, 2006 |
LC Capital Partners, LP |
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By: |
LC Capital Advisors LLC, |
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its General Partner |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Managing Member |
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Date: February 9, 2006 |
LC Capital Advisors LLC |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Managing Member |
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Date: February 9, 2006 |
Lampe, Conway & Co. LLC |
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By: |
/s/ Steven G. Lampe |
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Name: Steven G. Lampe |
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Title: Managing Member |
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Date: February 9, 2006 |
LC Capital International LLC |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Managing Member |
Date: February 9, 2006 |
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/s/ Steven G. Lampe |
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Steven G. Lampe |
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Date: February 9, 2006 |
/s/ Richard F. Conway |
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Richard F. Conway |
ANNEX A
Address of Principal Business Office or, if none, Residence
LC Capital Master Fund, Ltd.
c/o Trident Fund Services (B.V.I.) Limited
P.O. Box 146
Waterfront Drive
Wickhams Cay
Road Town, Tortola
British Virgin Islands
LC Capital Partners, LP
680 Fifth Avenue, Suite 1202
New York, NY 10019
LC Capital Advisors LLC
680 Fifth Avenue, Suite 1202
New York, NY 10019
Lampe, Conway & Co. LLC
680 Fifth Avenue, Suite 1202
New York, NY 10019
LC Capital International LLC
680 Fifth Avenue, Suite 1202
New York, NY 10019
Steven G. Lampe
680 Fifth Avenue, Suite 1202
New York, NY 10019
Richard F. Conway
680 Fifth Avenue, Suite 1202
New York, NY 10019