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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
NETFABRIC HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
64111Y107
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2008
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
|_| Rule 13d-1(b)
|X| 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).
- --------------------------------------------------------------------------------
CUSIP No. 64111Y107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd.(In Liquidation)*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock.*
OWNED BY --------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 6,869,746 shares of Common Stock.*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
6,869,746 shares of Common Stock.*
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,869,746 shares of Common Stock.
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
||
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.99%*
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*Based on 96,053,044 shares of the common stock, par value $0.001 per
share (the "Shares") of Netfabric Holdings, Inc., a Delaware corporation (the
"Company") outstanding as of November 9, 2007, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended September 30,
2007. As of December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the
"Fund"), Valens U.S. SPV I, LLC ("Valens U.S.") and Valens Offshore SPV II,
Corp. ("Valens Offshore" and together with the Fund and Valens U.S., the
"Investors") collectively held (i) a common stock purchase warrant (the
"warrant") to acquire 554,283 Shares at an exercise price of $0.001 per Share,
subject to certain adjustments, (ii) a secured convertible note (the "Note") in
the aggregate initial principal amount of $1,500,000 which is convertible into
Shares at a conversion rate of $0.91 per Share, subject to certain adjustments,
and (iii) 4,667,111 Shares. The Warrant and Note contain an issuance limitation
prohibiting the Investors from exercising or converting those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 9.99% of the Shares then issued and outstanding (the "Issuance
Limitation"). The Issuance Limitation may be waived by the Investors upon 75
days' prior notice to the Company and shall automatically become null and void
following notice to the Issuer of the occurrence and/or continuance of an Event
of Default (as defined in and pursuant to the terms of the applicable
instrument), and/or, in the case of the Note, upon receipt by the Holder of a
Notice of Redemption. The Fund is in voluntary liquidation under the supervision
of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators
("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd.
Laurus Capital Management, LLC ("LCM"), acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended, subject to the oversight of the JVLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time.
Valens U.S. and Valens Offshore are both managed by Valens Capital Management,
LLC. Eugene Grin and David Grin, through other entities, are the controlling
principals of Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by Valens U.S. and Valens Offshore
reported in this Schedule 13G, as amended.
- --------------------------------------------------------------------------------
CUSIP No. 64111Y107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669
- --------------------------------------------------------------------------------
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
BENEFICIALLY 0 shares of Common Stock.*
OWNED BY --------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 6,869,746 shares of Common Stock.*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
6,869,746 shares of Common Stock.*
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,869,746 shares of Common Stock.
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
||
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.97%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
* Based on 96,053,044 shares of the common stock, par value $0.001 per
share (the "Shares") of Netfabric Holdings, Inc., a Delaware corporation (the
"Company") outstanding as of November 9, 2007, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended September 30,
2007. As of December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the
"Fund"), Valens U.S. SPV I, LLC ("Valens U.S.") and Valens Offshore SPV II,
Corp. ("Valens Offshore" and together with the Fund and Valens U.S., the
"Investors") collectively held (i) a common stock purchase warrant (the
"warrant") to acquire 554,283 Shares at an exercise price of $0.001 per Share,
subject to certain adjustments, (ii) a secured convertible note (the "Note") in
the aggregate initial principal amount of $1,500,000 which is convertible into
Shares at a conversion rate of $0.91 per Share, subject to certain adjustments,
and (iii) 4,667,111 Shares. The Warrant and Note contain an issuance limitation
prohibiting the Investors from exercising or converting those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 9.99% of the Shares then issued and outstanding (the "Issuance
Limitation"). The Issuance Limitation may be waived by the Investors upon 75
days' prior notice to the Company and shall automatically become null and void
following notice to the Issuer of the occurrence and/or continuance of an Event
of Default (as defined in and pursuant to the terms of the applicable
instrument), and/or, in the case of the Note, upon receipt by the Holder of a
Notice of Redemption. The Fund is in voluntary liquidation under the supervision
of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators
("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd.
Laurus Capital Management, LLC ("LCM"), acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended, subject to the oversight of the JVLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time.
Valens U.S. and Valens Offshore are both managed by Valens Capital Management,
LLC. Eugene Grin and David Grin, through other entities, are the controlling
principals of Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by Valens U.S. and Valens Offshore
reported in this Schedule 13G, as amended.
- --------------------------------------------------------------------------------
CUSIP No. 64111Y107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266
- --------------------------------------------------------------------------------
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
BENEFICIALLY 0 shares of Common Stock.*
OWNED BY --------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 6,869,746 shares of Common Stock.*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
6,869,746 shares of Common Stock.*
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,869,746 shares of Common Stock.
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
||
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.97%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
* Based on 96,053,044 shares of the common stock, par value $0.001 per
share (the "Shares") of Netfabric Holdings, Inc., a Delaware corporation (the
"Company") outstanding as of November 9, 2007, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended September 30,
2007. As of December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the
"Fund"), Valens U.S. SPV I, LLC ("Valens U.S.") and Valens Offshore SPV II,
Corp. ("Valens Offshore" and together with the Fund and Valens U.S., the
"Investors") collectively held (i) a common stock purchase warrant (the
"warrant") to acquire 554,283 Shares at an exercise price of $0.001 per Share,
subject to certain adjustments, (ii) a secured convertible note (the "Note") in
the aggregate initial principal amount of $1,500,000 which is convertible into
Shares at a conversion rate of $0.91 per Share, subject to certain adjustments,
and (iii) 4,667,111 Shares. The Warrant and Note contain an issuance limitation
prohibiting the Investors from exercising or converting those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 9.99% of the Shares then issued and outstanding (the "Issuance
Limitation"). The Issuance Limitation may be waived by the Investors upon 75
days' prior notice to the Company and shall automatically become null and void
following notice to the Issuer of the occurrence and/or continuance of an Event
of Default (as defined in and pursuant to the terms of the applicable
instrument), and/or, in the case of the Note, upon receipt by the Holder of a
Notice of Redemption. The Fund is in voluntary liquidation under the supervision
of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators
("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd.
Laurus Capital Management, LLC ("LCM"), acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended, subject to the oversight of the JVLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time.
Valens U.S. and Valens Offshore are both managed by Valens Capital Management,
LLC. Eugene Grin and David Grin, through other entities, are the controlling
principals of Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by Valens U.S. and Valens Offshore
reported in this Schedule 13G, as amended.
- --------------------------------------------------------------------------------
CUSIP No. 64111Y107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 26-0811267
- --------------------------------------------------------------------------------
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
BENEFICIALLY 0 shares of Common Stock.*
OWNED BY --------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 6,869,746 shares of Common Stock.*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
6,869,746 shares of Common Stock.*
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,869,746 shares of Common Stock.
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
||
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.97%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Based on 96,053,044 shares of the common stock, par value $0.001 per
share (the "Shares") of Netfabric Holdings, Inc., a Delaware corporation (the
"Company") outstanding as of November 9, 2007, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended September 30,
2007. As of December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the
"Fund"), Valens U.S. SPV I, LLC ("Valens U.S.") and Valens Offshore SPV II,
Corp. ("Valens Offshore" and together with the Fund and Valens U.S., the
"Investors") collectively held (i) a common stock purchase warrant (the
"warrant") to acquire 554,283 Shares at an exercise price of $0.001 per Share,
subject to certain adjustments, (ii) a secured convertible note (the "Note") in
the aggregate initial principal amount of $1,500,000 which is convertible into
Shares at a conversion rate of $0.91 per Share, subject to certain adjustments,
and (iii) 4,667,111 Shares. The Warrant and Note contain an issuance limitation
prohibiting the Investors from exercising or converting those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 9.99% of the Shares then issued and outstanding (the "Issuance
Limitation"). The Issuance Limitation may be waived by the Investors upon 75
days' prior notice to the Company and shall automatically become null and void
following notice to the Issuer of the occurrence and/or continuance of an Event
of Default (as defined in and pursuant to the terms of the applicable
instrument), and/or, in the case of the Note, upon receipt by the Holder of a
Notice of Redemption. The Fund is in voluntary liquidation under the supervision
of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators
("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd.
Laurus Capital Management, LLC ("LCM"), acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended, subject to the oversight of the JVLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time.
Valens U.S. and Valens Offshore are both managed by Valens Capital Management,
LLC. Eugene Grin and David Grin, through other entities, are the controlling
principals of Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by Valens U.S. and Valens Offshore
reported in this Schedule 13G, as amended.
- --------------------------------------------------------------------------------
CUSIP No. 64111Y107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345
- --------------------------------------------------------------------------------
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
BENEFICIALLY 0 shares of Common Stock.*
OWNED BY --------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 6,869,746 shares of Common Stock.*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
6,869,746 shares of Common Stock.*
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,869,746 shares of Common Stock.
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
||
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.97%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
* Based on 96,053,044 shares of the common stock, par value $0.001 per
share (the "Shares") of Netfabric Holdings, Inc., a Delaware corporation (the
"Company") outstanding as of November 9, 2007, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended September 30,
2007. As of December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the
"Fund"), Valens U.S. SPV I, LLC ("Valens U.S.") and Valens Offshore SPV II,
Corp. ("Valens Offshore" and together with the Fund and Valens U.S., the
"Investors") collectively held (i) a common stock purchase warrant (the
"warrant") to acquire 554,283 Shares at an exercise price of $0.001 per Share,
subject to certain adjustments, (ii) a secured convertible note (the "Note") in
the aggregate initial principal amount of $1,500,000 which is convertible into
Shares at a conversion rate of $0.91 per Share, subject to certain adjustments,
and (iii) 4,667,111 Shares. The Warrant and Note contain an issuance limitation
prohibiting the Investors from exercising or converting those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 9.99% of the Shares then issued and outstanding (the "Issuance
Limitation"). The Issuance Limitation may be waived by the Investors upon 75
days' prior notice to the Company and shall automatically become null and void
following notice to the Issuer of the occurrence and/or continuance of an Event
of Default (as defined in and pursuant to the terms of the applicable
instrument), and/or, in the case of the Note, upon receipt by the Holder of a
Notice of Redemption. The Fund is in voluntary liquidation under the supervision
of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators
("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd.
Laurus Capital Management, LLC ("LCM"), acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended, subject to the oversight of the JVLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time.
Valens U.S. and Valens Offshore are both managed by Valens Capital Management,
LLC. Eugene Grin and David Grin, through other entities, are the controlling
principals of Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by Valens U.S. and Valens Offshore
reported in this Schedule 13G, as amended.
- --------------------------------------------------------------------------------
CUSIP No. 64111Y107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
David Grin
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock.*
OWNED BY --------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 6,869,746 shares of Common Stock.*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
6,869,746 shares of Common Stock.*
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,869,746 shares of Common Stock.
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
||
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.97%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Based on 96,053,044 shares of the common stock, par value $0.001 per
share (the "Shares") of Netfabric Holdings, Inc., a Delaware corporation (the
"Company") outstanding as of November 9, 2007, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended September 30,
2007. As of December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the
"Fund"), Valens U.S. SPV I, LLC ("Valens U.S.") and Valens Offshore SPV II,
Corp. ("Valens Offshore" and together with the Fund and Valens U.S., the
"Investors") collectively held (i) a common stock purchase warrant (the
"warrant") to acquire 554,283 Shares at an exercise price of $0.001 per Share,
subject to certain adjustments, (ii) a secured convertible note (the "Note") in
the aggregate initial principal amount of $1,500,000 which is convertible into
Shares at a conversion rate of $0.91 per Share, subject to certain adjustments,
and (iii) 4,667,111 Shares. The Warrant and Note contain an issuance limitation
prohibiting the Investors from exercising or converting those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 9.99% of the Shares then issued and outstanding (the "Issuance
Limitation"). The Issuance Limitation may be waived by the Investors upon 75
days' prior notice to the Company and shall automatically become null and void
following notice to the Issuer of the occurrence and/or continuance of an Event
of Default (as defined in and pursuant to the terms of the applicable
instrument), and/or, in the case of the Note, upon receipt by the Holder of a
Notice of Redemption. The Fund is in voluntary liquidation under the supervision
of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators
("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd.
Laurus Capital Management, LLC ("LCM"), acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended, subject to the oversight of the JVLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time.
Valens U.S. and Valens Offshore are both managed by Valens Capital Management,
LLC. Eugene Grin and David Grin, through other entities, are the controlling
principals of Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by Valens U.S. and Valens Offshore
reported in this Schedule 13G, as amended.
- --------------------------------------------------------------------------------
CUSIP No. 64111Y107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
Eugene Grin
- --------------------------------------------------------------------------------
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
BENEFICIALLY 0 shares of Common Stock.*
OWNED BY --------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 6,869,746 shares of Common Stock.*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
6,869,746 shares of Common Stock.*
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,869,746 shares of Common Stock.
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
||
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.97%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Based on 96,053,044 shares of the common stock, par value $0.001 per
share (the "Shares") of Netfabric Holdings, Inc., a Delaware corporation (the
"Company") outstanding as of November 9, 2007, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended September 30,
2007. As of December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the
"Fund"), Valens U.S. SPV I, LLC ("Valens U.S.") and Valens Offshore SPV II,
Corp. ("Valens Offshore" and together with the Fund and Valens U.S., the
"Investors") collectively held (i) a common stock purchase warrant (the
"warrant") to acquire 554,283 Shares at an exercise price of $0.001 per Share,
subject to certain adjustments, (ii) a secured convertible note (the "Note") in
the aggregate initial principal amount of $1,500,000 which is convertible into
Shares at a conversion rate of $0.91 per Share, subject to certain adjustments,
and (iii) 4,667,111 Shares. The Warrant and Note contain an issuance limitation
prohibiting the Investors from exercising or converting those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 9.99% of the Shares then issued and outstanding (the "Issuance
Limitation"). The Issuance Limitation may be waived by the Investors upon 75
days' prior notice to the Company and shall automatically become null and void
following notice to the Issuer of the occurrence and/or continuance of an Event
of Default (as defined in and pursuant to the terms of the applicable
instrument), and/or, in the case of the Note, upon receipt by the Holder of a
Notice of Redemption. The Fund is in voluntary liquidation under the supervision
of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators
("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd.
Laurus Capital Management, LLC ("LCM"), acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended, subject to the oversight of the JVLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time.
Valens U.S. and Valens Offshore are both managed by Valens Capital Management,
LLC. Eugene Grin and David Grin, through other entities, are the controlling
principals of Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by Valens U.S. and Valens Offshore
reported in this Schedule 13G, as amended.
Item 1(a). Name of Issuer: Netfabric Holdings, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
Three Stewart Court Denville, New Jersey, 07834
Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. (In Liquidation)*
This Schedule 13G, as amended, is also filed on behalf of Laurus
Capital Management, LLC, a Delaware limited liability company,
Valens Capital Management, LLC, a Delaware Limited liability
company, Valens U.S. SPV I, LLC, a Delaware limited liability
company, Valens Offshore SPV II, Corp., a Delaware corporation,
Eugene Grin and David Grin. Laurus Master Fund, Ltd. (In
Liquidation) is in voluntary liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris
Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"),
acting through its controlling principals, Eugene Grin and David
Grin, provides investment management services to Laurus Master Fund,
Ltd. (In Liquidation) and its two feeder funds concerning their
respective assets, including the securities owned by Laurus Master
Fund, Ltd. (In Liquidation) reported in this Schedule 13G, as
amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to Laurus Master Fund, Ltd. (In
Liquidation) under the Seventh Amended and Restated Investment
Management Agreement of April 26, 2007, as amended, restated,
modified and/or supplemented from time to time. Valens Capital
Management, LLC manages Valens U.S. SPV I, LLC and Valens Offshore
SPV II, Corp. Eugene Grin and David Grin, through other entities,
are the controlling principals of Valens Capital Management, LLC and
share sole voting and investment power over the shares owned by
Valens U.S. SPV I, LLC, and Valens Offshore SPV II, Corp.
Information related to each of Laurus Capital Management, LLC,
Valens Capital Management, LLC, Valens U.S. SPV I, LLC, Valens
Offshore SPV II, Corp., Eugene Grin and David Grin is set forth on
Appendix A hereto.
Item 2(b). Address of Principal Business Office or if none, Residence:
c/o Laurus Capital Management, LLC,
335 Madison Avenue, 10th Floor,
New York, NY 10017
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: Class A Common Stock
Item 2(e). CUSIP Number: 64111Y107
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 6,869,746 shares of Common Stock*
(b) Percent of Class: 6.97%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares of
Common Stock*
(ii) shared power to vote or to direct the vote: 6,869,746
shares of Common Stock*
(iii) sole power to dispose or to direct the disposition of: 0
shares of Common Stock*
(iv) shared power to dispose or to direct the disposition of:
6,869,746 shares of Common Stock*
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 Subsidiary Which Acquired the
Securities: 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. Certification:
By signing below I certify that, to the best of my 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.
- ------------
** Based on 96,053,044 shares of the common stock, par value $0.001 per
share (the "Shares") of Netfabric Holdings, Inc., a Delaware corporation (the
"Company") outstanding as of November 9, 2007, as disclosed in the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended September 30,
2007. As of December 31, 2008, Laurus Master Fund, Ltd. (In Liquidation) (the
"Fund"), Valens U.S. SPV I, LLC ("Valens U.S.") and Valens Offshore SPV II,
Corp. ("Valens Offshore" and together with the Fund and Valens U.S., the
"Investors") collectively held (i) a common stock purchase warrant (the
"warrant") to acquire 554,283 Shares at an exercise price of $0.001 per Share,
subject to certain adjustments, (ii) a secured convertible note (the "Note") in
the aggregate initial principal amount of $1,500,000 which is convertible into
Shares at a conversion rate of $0.91 per Share, subject to certain adjustments,
and (iii) 4,667,111 Shares. The Warrant and Note contain an issuance limitation
prohibiting the Investors from exercising or converting those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 9.99% of the Shares then issued and outstanding (the "Issuance
Limitation"). The Issuance Limitation may be waived by the Investors upon 75
days' prior notice to the Company and shall automatically become null and void
following notice to the Issuer of the occurrence and/or continuance of an Event
of Default (as defined in and pursuant to the terms of the applicable
instrument), and/or, in the case of the Note, upon receipt by the Holder of a
Notice of Redemption. The Fund is in voluntary liquidation under the supervision
of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators
("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd.
Laurus Capital Management, LLC ("LCM"), acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by the Fund reported in this Schedule 13G, as
amended, subject to the oversight of the JVLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time.
Valens U.S. and Valens Offshore are both managed by Valens Capital Management,
LLC. Eugene Grin and David Grin, through other entities, are the controlling
principals of Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by Valens U.S. and Valens Offshore
reported in this Schedule 13G, as amended.
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.
February 10, 2009
---------------------------------
Date
LAURUS MASTER FUND, LTD.
(In Liquidation)
By: Laurus Capital Management, LLC,
its investment manager
/s/ Eugene Grin
---------------------------------
Eugene Grin
Principal
APPENDIX A
A. Name: Laurus Capital Management, LLC,
a Delaware limited liability company
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of Organization: Delaware
B. Name: Valens Capital Management, LLC,
a Delaware limited liability company
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of Organization: Delaware
C. Name: Valens U.S. SPV I, LLC,
a Delaware limited liability company
c/o Valens Capital Management, LLC
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of Organization: Delaware
D. Name: Valens Offshore SPV II, Corp.,
a Delaware corporation
c/o Valens Capital Management, LLC
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of Organization: Delaware
E. Name: Eugene Grin
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Principal Occupation: Principal of Laurus Capital Management, LLC
Principal of Valens Capital Management, LLC
Citizenship: United States
F. Name: David Grin
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Principal Occupation: Principal of Laurus Capital Management, LLC
Principal of Valens Capital Management, LLC
Citizenship: Israel
Each of Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore
SPV II, Corp, Valens Capital Management, LLC, Eugene Grin and David Grin hereby
agrees, by their execution below, that the Schedule 13G, as amended, to which
this Appendix A is attached is filed on behalf of each of them, respectively.
Laurus Capital Management, LLC
/s/ Eugene Grin
- ---------------------------------
Eugene Grin
Principal
February 10, 2009
Valens Capital Management, LLC
Valens U.S. SPV I, LLC
Valens Offshore SPV II, Corp.
By Valens Capital Management, LLC
Individually and as investment manager
/s/ Eugene Grin
- ---------------------------------
Eugene Grin
Authorized Signatory
February 10, 2009
/s/ David Grin
- ---------------------------------
David Grin, on his individual behalf
February 10, 2009
/s/ Eugene Grin
- ---------------------------------
Eugene Grin, on his individual behalf
February 10, 2009