sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Global Med Technologies, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
(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)
December 9, 2008
(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
*
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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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14.4%1 |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
1
This calculation is based on 33,956,632 shares of common stock
(Common Shares) of Global Med Technologies, Inc. (the
Issuer) outstanding as of November 7, 2008 as reported in
the Issuers quarterly report on Form 10-Q for the quarter ended
September 30, 2008 (the 9/30/08 10-Q).
* 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.
-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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14.4%2 |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
2 This calculation is based on 33,956,632 Common Shares outstanding as of November 7, 2008 as reported in the 9/30/08 10-Q.
*
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-
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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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14.4%3 |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
3 This calculation is based on 33,956,632 Common Shares outstanding as of November 7, 2008 as reported in the 9/30/08 10-Q.
* 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-
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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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14.4%4 |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
4 This calculation is based on 33,956,632 Common Shares outstanding as of November 7, 2008 as reported in the 9/30/08 10-Q.
* 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.
-5-
Item 1. Security and Issuer
This Schedule 13D (this Schedule 13D) 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.
As of December 9, 2008, the Reporting Persons (as hereinafter defined) beneficially owned an
aggregate of 4,876,765 Common Shares (the Subject Shares), representing approximately 14.4% 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 September 30, 2008 (the 9/30/08 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 2. Identity and Background
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(a), (f) |
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This Schedule 13D is being filed by: (i) Victory Park Capital Advisors,
LLC, a Delaware limited liability company (Capital Advisors); (ii) Victory Park
Special Situations Master Fund, Ltd., a Cayman Islands exempted company (the Fund);
(iii) Jacob Capital, L.L.C., an Illinois limited liability company (Jacob Capital);
and (iv) Richard Levy, a citizen of the United States of America (collectively, the
Reporting Persons). |
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The Reporting Persons have entered into a joint filing agreement, dated December 9,
2008, a copy of which is attached hereto as Exhibit 2. |
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(b) |
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The business address of each of the Reporting Persons, other than the Fund,
is 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606. The business address
for the Fund, is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town,
Grand Cayman, KY1 9002 Cayman Islands. |
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(c) |
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The principal business of Capital Advisors is serving as investment manager
for the Fund, which is the record holder of the Subject Shares. Jacob Capitals
principal business is serving as the manager of Capital |
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Advisors. The principal occupation of Richard Levy is serving as the sole member
of Jacob Capital. |
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(d) |
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During the last five years, none of the Reporting Persons has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
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(e) |
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During the last five years, none of the Reporting Persons has been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws. |
Item 3. Source and Amount of Funds or Other Consideration
The Fund purchased the Subject Shares for a total consideration (including brokerage
commissions) of approximately $5,663,666. The source of funds for such transactions was derived
from the capital of the Fund.
Item 4. Purpose of Transaction
The Reporting Persons initially reported their investment on a Schedule 13G filed on December
31, 2007, as amended on February 14, 2008 and September 8, 2008. The Reporting Persons initially
acquired the Subject Shares for investment purposes in the ordinary course of business because they
believed such Subject Shares were undervalued and represented an attractive investment opportunity.
However, the Reporting Persons have determined that the Issuer has been unable to realize its full
value as a publicly traded company, and on December 9, 2008, 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 $1.10 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 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 December 9, 2008, the Issuer
and its advisors have not yet had an opportunity to respond
-7-
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 5. Interest in Securities of the Issuer
(a), (b) Based upon the 9/30/08 10-Q, 33,956,632 Common Shares were outstanding as of November
7, 2008. Based on the foregoing, the Subject Shares represented approximately 14.4% of the Common
Shares outstanding as of such date.
Capital Advisors, as the investment manager of the Fund, may be deemed to have the shared
power to vote or direct the vote of (and the shared power to dispose or direct the disposition of)
the Subject Shares. As the manager of Capital Advisors, Jacob Capital may be deemed to have the
shared power to vote or direct the vote of (and the shared power to dispose or direct the
disposition of) the Subject Shares. By virtue of Richard Levys position as sole member of Jacob
Capital, Richard Levy may be deemed to have the shared power to vote or direct the vote of (and the
shared power to dispose or direct the disposition of) the Subject Shares and, therefore, Richard
Levy may be deemed to be the beneficial owner of the Subject Shares for purposes of this Schedule
13D. Capital Advisors, Jacob Capital and Richard Levy disclaim beneficial ownership of the
reported securities except to the extent of their pecuniary interest therein.
Each of the Reporting Persons may also be deemed to be the beneficial owner of 9,625,000
Common Shares issuable upon exercise of the Warrants and conversion of the Preferred Shares. The
Warrants and the Preferred Shares each contain a contractual provision blocking exercise of the
Warrants and conversion of the Preferred Shares if after such exercise or conversion, as
applicable, the Reporting Persons would be 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 9/30/08 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.
-8-
(c) On October 10, 2008, the Fund purchased 50,000 Common Shares for approximately $0.8548 per
Common Share, 50,000 Common Shares for approximately $0.8 per Common Share and 341,000 Common
Shares for approximately $0.8203 per Common Share. On November 20, 2008, the Fund purchased
299,925 Common Shares for approximately $0.58 per Common Share. On November 26, 2008, the Fund
purchased 29,500 Common Shares for approximately $0.8856 per Common Share. All transactions were
open market purchases on the OTC Bulletin Board Market.
(d) No other person is known to the Reporting Persons to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares
covered by this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
To the knowledge of the Reporting Persons, except as described herein, the Reporting Persons
do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any
person with respect to securities of the Issuer, including, but not limited to transfer or voting
of any such securities, finders fees, joint ventures, loans or option agreement, puts or call,
guarantees of profits, division of profits or losses or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
1. |
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Letter to the Board of Directors of Global Med Technologies, Inc., dated December 9, 2008. |
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2. |
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Joint Filing Agreement, dated as of December 9, 2008, among the Reporting Persons, pursuant
to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. |
-9-
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: December 9, 2008
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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 |
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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 |
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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 |
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Name: Richard Levy
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Title: Sole Member |
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RICHARD LEVY |
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/s/ Richard Levy |
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Richard Levy
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-10-
EXHIBIT INDEX
1. |
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Letter to the Board of Directors of Global Med Technologies, Inc., dated December 9, 2008. |
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2. |
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Joint Filing Agreement, dated as of December 9, 2008, among the Reporting Persons, pursuant
to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. |
EI-1