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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Global Med Technologies, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
37935E101
(CUSIP Number)
Scott R. Zemnick, Esq.
Victory Park Capital Advisors, LLC
227 West Monroe Street, Suite 3900
Chicago, Illinois 60606
(312) 705-2786
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
September 4, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. þ
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* |
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The remainder of this cover page shall be filled out for a reporting persons 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).
TABLE OF CONTENTS
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of Above Persons (Entities Only)
Victory Park Capital Advisors, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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- 0 - |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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4,876,765* |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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- 0 - |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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4,876,765* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,876,765* |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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13.6%1 |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
* Excludes 9,625,000 Common Shares
issuable upon exercise of warrants to acquire 4,125,000 Common Shares and upon conversion of
5,500 shares of series A convertible preferred stock (Preferred Shares) of the
Issuer convertible into 5,500,000 Common Shares, which warrants and Preferred Shares are subject
to so-called blocker provisions prohibiting the holder from exercising the warrants
or converting the Preferred Shares, as applicable, to the extent that such exercise or conversion
would result in the holder becoming the beneficial owner of more than 9.99% of the outstanding Common Shares.
1 This calculation is based on 35,855,357 shares
of common stock (Common Shares) of Global Med Technologies, Inc. (the Issuer)
outstanding as of August 11, 2009 as reported in the Issuers quarterly report on Form 10-Q for the
quarter ended June 30, 2009 (the 6/30/09 10-Q).
-2-
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of Above Persons (Entities Only)
Victory Park Special Situations Master Fund, Ltd. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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- 0 - |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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4,876,765* |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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- 0 - |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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4,876,765* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,876,765* |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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13.6%2 |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
* Excludes 9,625,000 Common Shares issuable
upon exercise of warrants to acquire 4,125,000 Common Shares and upon conversion of 5,500 Preferred
Shares convertible into 5,500,000 Common Shares, which warrants and Preferred Shares are subject to
so-called blocker provisions prohibiting the holder from exercising the warrants or
converting the Preferred Shares, as applicable, to the extent that such exercise or conversion would
result in the holder becoming the beneficial owner of more than 9.99% of the outstanding Common Shares.
2 This calculation is based on 35,855,357
Common Shares outstanding as of August 11, 2009 as reported in the 6/30/09 10-Q.
-3-
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of Above Persons (Entities Only)
Jacob Capital, L.L.C. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Illinois
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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- 0 - |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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4,876,765* |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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- 0 - |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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4,876,765* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,876,765* |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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13.6%3 |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
* Excludes 9,625,000 Common Shares issuable
upon exercise of warrants to acquire 4,125,000 Common Shares and upon conversion of 5,500 Preferred
Shares convertible into 5,500,000 Common Shares, which warrants and Preferred Shares are subject to
so-called blocker provisions prohibiting the holder from exercising the warrants or converting
the Preferred Shares, as applicable, to the extent that such exercise or conversion would result in the holder
becoming the beneficial owner of more than 9.99% of the outstanding Common Shares.
3 This calculation is based on 35,855,357
Common Shares outstanding as of August 11, 2009 as reported in the 6/30/09 10-Q.
-4-
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of Above Persons (Entities Only)
Richard Levy |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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U.S.A.
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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- 0 - |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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4,876,765* |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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- 0 - |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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4,876,765* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,876,765* |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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13.6%4 |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
* Excludes 9,625,000 Common Shares issuable
upon exercise of warrants to acquire 4,125,000 Common Shares and upon conversion of 5,500 Preferred Shares
convertible into 5,500,000 Common Shares, which warrants and Preferred Shares are subject to so-called blocker provisions
prohibiting the holder from exercising the warrants or converting the Preferred Shares, as applicable, to the extent that such exercise or
conversion would result in the holder becoming the beneficial owner of more than 9.99% of the outstanding Common Shares.
4 This calculation is based on 35,855,357
Common Shares outstanding as of August 11, 2009 as reported in the 6/30/09 10-Q.
-5-
Item 1. Security and Issuer.
This Amendment No. 1
to Schedule 13D (Amendment No. 1) relates to the common stock, par
value $.01 per share (the Common Shares), of Global Med Technologies, Inc., a Colorado
corporation (the Issuer). The address of the principal executive office of the Issuer is 12600
West Colfax, Suite C-420, Lakewood, Colorado 80215. This Amendment No. 1 amends and supplements,
as set forth below, the Schedule 13D filed by the Reporting Persons with respect to the Issuer on
December 9, 2008 (the Schedule 13D). All capitalized terms not otherwise defined herein have the
meanings ascribed to them in the Schedule 13D. Only those items amended are reported herein.
As of September 4, 2009,
the Reporting Persons (as hereinafter defined) beneficially owned an
aggregate of 4,876,765 Common Shares (the Subject Shares), representing approximately 13.6% of
the outstanding Common Shares. Each of the Reporting Persons may also be deemed to be the
beneficial owner of 9,625,000 Common Shares issuable upon exercise of warrants (the Warrants) to
acquire 4,125,000 Common Shares and upon conversion of 5,500 shares of series A convertible
preferred stock, par value $0.01 per share (the Preferred Shares), of the Issuer convertible into
5,500,000 Common Shares. The Warrants and Preferred Shares are subject to so-called blocker
provisions prohibiting the Reporting Persons from exercising the Warrants or converting the
Preferred Shares, as applicable, to the extent that such exercise or conversion would result in the
Reporting Persons becoming the beneficial owners of more than 9.99% of the outstanding Common
Shares. Accordingly, based on the number of outstanding Common Shares as reported in the Issuers
quarterly report on Form 10-Q for the quarter ended June 30, 2009 (the 6/30/09 10-Q), the
Warrants are not currently exercisable and the Preferred Shares are not currently convertible and,
consequently, the 9,625,000 Common Shares issuable upon exercise of the Warrants and conversion of
the Preferred Shares have not been included in the number of Subject Shares beneficially owned by
the Reporting Persons.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended and supplemented as follows:
On
September 4, 2009, representatives of the Reporting Persons delivered a letter (the
Letter) to the Issuers board of directors indicating that the Reporting Persons are prepared to
purchase all of the Issuers outstanding equity securities that they do not already own for $0.90
per share in cash, subject to the completion of limited, confirmatory due diligence and the
negotiation of a definitive merger agreement (the Proposal). A copy of the Letter is attached
hereto as Exhibit 1 and is incorporated herein by reference.
The Reporting
Persons believe that delivery of the Letter constitutes a proposal to acquire a
majority share in, or full ownership of, the Issuer. The Reporting Persons thus believe that under
the Value Added Marketing Agreement between McKesson Information Solutions LLC (McKesson), a
division of McKesson Corporation, and the
-6-
Issuer, McKesson has the right to receive
notice of such offer and to make a similar offer. The
Reporting Persons believe that the Issuer has no obligation to accept such offer.
The Proposal
is preliminary, and remains subject to negotiation of definitive documentation;
approval of the Issuers board of directors; approval by the shareholders of the Issuer; and
satisfaction of the other conditions set forth in the Letter. As of September 4, 2009, the Issuer
and its advisors have not yet had an opportunity to respond to the Letter. There can be no
assurance that the proposed transactions or any other transaction will result from the Proposal.
The Reporting Persons have sought and may in the future seek the views of, hold discussions with
and respond to inquiries from the Issuers shareholders, and/or the board of directors, officers or
representatives of the Issuer, as well as other persons, regarding the Proposal and alternatives
thereto. In connection with the proposed transactions referenced in the Letter and other plans or
proposals that the Reporting Persons may develop, the Reporting Persons may make and negotiate
proposals to and with the Issuer and/or such other persons concerning the Proposal and alternatives
thereto, and may enter into agreements with the Issuer and/or such other persons in connection with
those negotiations and proposals. Such discussions may include one or more actions described in
subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to
formulate plans or make proposals, and take such action with respect thereto, including any or all
of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other
actions, as they may determine.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Schedule 13D is amended and supplemented as follows:
1. |
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Letter to the Board of Directors of Global Med Technologies, Inc., dated September 4, 2009. |
2. |
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Joint Filing Agreement (previously filed as Exhibit 2 to the Schedule 13D filed on December
9, 2008). |
-7-
SIGNATURES
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.
Dated: September 8, 2009
VICTORY PARK CAPITAL ADVISORS, LLC
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By:
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Jacob Capital, L.L.C., its Manager |
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By:
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/s/ Richard Levy
Name: Richard Levy
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Title: Sole Member |
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VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD.
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By:
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/s/ Richard Levy
Name: Richard Levy
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Title: Attorney-in-Fact |
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JACOB CAPITAL, L.L.C.
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By:
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/s/ Richard Levy
Name: Richard Levy
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Title: Sole Member |
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RICHARD LEVY
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/s/ Richard Levy
Richard Levy
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-8-
EXHIBIT INDEX
1. |
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Letter to the Board of Directors of Global Med Technologies, Inc., dated September 4,
2009. |
2. |
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Joint Filing Agreement (previously filed as Exhibit 2 to the Schedule 13D filed on
December 9, 2008). |
I-1