...
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.3)*
BIODELIVERY SCIENCES INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
09060J106
--------------------------------------------------------------------------------
(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. 09060J106
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: PSource Structured Debt Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER:
SHARES
BENEFICIALLY 0 shares of Common Stock.*
OWNED BY --------------------------------------------------------------
EACH 6 SHARED VOTING POWER:
REPORTING
PERSON 1,914,437 shares of Common Stock.*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
1,914,437 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,914,437 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 19,163,538 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 2008. As of
December 31, 2008, PSource Structured Debt Limited ( the "Investor") held (i) a
common stock purchase warrant (the "Warrant A") to acquire 39,574 Shares at an
exercise price of $0.001 per Share, subject to certain adjustments, (ii) a
common stock purchase warrant ("Warrant B") to acquire 29,700 Shares at an
exercise price of $0.001 per Shares, subject to certain adjustments; (iii) a
common stock purchase warrant ("Warrant C") to acquire 33,000 Share at an
exercise price of $3.50 per Share, subject to certain adjustments, (iv) a common
stock purchase warrant ("Warrant D") to acquire 62,887 Shares at an exercise
price of $3.00 per Share, subject to certain adjustments; (v) a common stock
purchase warrant ("Warrant E", and together with Warrant A, Warrant B, Warrant C
and Warrant D, the "Earlier Warrants") to acquire 47,113 Shares at an exercise
price of $3.00 per Share, subject to certain adjustments; (vi) a common stock
purchase warrant ("Warrant F") to acquire 943,305 Shares at an exercise price of
$3.05 per Share, subject to certain adjustments; (vii) a common stock purchase
warrant ("Warrant G) to acquire 556,695 Shares at an exercise price of $3.05 per
Share, subject to certain adjustments; and (viii) a common stock purchase
warrant ("Warrant H", and together with Warrant F and Warrant G, the "Later
Warrants") to purchase 833,871 Shares at an exercise price of $5.00 per share,
subject to certain adjustments. The Early Warrants contain an issuance
limitation prohibiting the Investors from exercising those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 4.99% of the Shares then issued and outstanding (the "4.99%
Issuance Limitation"). The Later Warrants contain an issuance limitation
prohibiting the Investors from exercising 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 "9.99% Issuance Limitation"
and together with the 4.99% Issuance Limitation, the "Issuance Limitations").
The Issuance Limitations may be waived by the Investors upon at least 75 days
prior notice to the Company and, in the case of Warrant A and Warrant B, shall
also automatically become null and void upon the occurrence and/or continuance
of an Event of Default (as defined in and pursuant to the terms of the
applicable instrument). In the case of the Warrant C, Warrant D, Warrant E,
Warrant F, Warrant G and Warrant H, the Issuance Limitations shall also become
automatically 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). The Investor is managed by Laurus Capital
Management, LLC. Eugene Grin and David Grin, through other entities, are the
controlling principals of Laurus Capital Management, LLC and share sole voting
and investment power over the securities owned by the Investor reported in this
Schedule 13G, as amended.
--------------------------------------------------------------------------------
CUSIP No. 09060J106
--------------------------------------------------------------------------------
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 1,914,437 shares of Common Stock.*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
1,914,437 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,914,437 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 19,163,538 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 2008. As of
December 31, 2008, PSource Structured Debt Limited ( the "Investor") held (i) a
common stock purchase warrant (the "Warrant A") to acquire 39,574 Shares at an
exercise price of $0.001 per Share, subject to certain adjustments, (ii) a
common stock purchase warrant ("Warrant B") to acquire 29,700 Shares at an
exercise price of $0.001 per Shares, subject to certain adjustments; (iii) a
common stock purchase warrant ("Warrant C") to acquire 33,000 Share at an
exercise price of $3.50 per Share, subject to certain adjustments, (iv) a common
stock purchase warrant ("Warrant D") to acquire 62,887 Shares at an exercise
price of $3.00 per Share, subject to certain adjustments; (v) a common stock
purchase warrant ("Warrant E", and together with Warrant A, Warrant B, Warrant C
and Warrant D, the "Earlier Warrants") to acquire 47,113 Shares at an exercise
price of $3.00 per Share, subject to certain adjustments; (vi) a common stock
purchase warrant ("Warrant F") to acquire 943,305 Shares at an exercise price of
$3.05 per Share, subject to certain adjustments; (vii) a common stock purchase
warrant ("Warrant G) to acquire 556,695 Shares at an exercise price of $3.05 per
Share, subject to certain adjustments; and (viii) a common stock purchase
warrant ("Warrant H", and together with Warrant F and Warrant G, the "Later
Warrants") to purchase 833,871 Shares at an exercise price of $5.00 per share,
subject to certain adjustments. The Early Warrants contain an issuance
limitation prohibiting the Investors from exercising those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 4.99% of the Shares then issued and outstanding (the "4.99%
Issuance Limitation"). The Later Warrants contain an issuance limitation
prohibiting the Investors from exercising 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 "9.99% Issuance Limitation"
and together with the 4.99% Issuance Limitation, the "Issuance Limitations").
The Issuance Limitations may be waived by the Investors upon at least 75 days
prior notice to the Company and, in the case of Warrant A and Warrant B, shall
also automatically become null and void upon the occurrence and/or continuance
of an Event of Default (as defined in and pursuant to the terms of the
applicable instrument). In the case of the Warrant C, Warrant D, Warrant E,
Warrant F, Warrant G and Warrant H, the Issuance Limitations shall also become
automatically 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). The Investor is managed by Laurus Capital
Management, LLC. Eugene Grin and David Grin, through other entities, are the
controlling principals of Laurus Capital Management, LLC and share sole voting
and investment power over the securities owned by the Investor reported in this
Schedule 13G, as amended.
--------------------------------------------------------------------------------
CUSIP No. 09060J106
--------------------------------------------------------------------------------
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 1,914,437 shares of Common Stock.*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
1,914,437 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,914,437 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on 19,163,538 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 2008. As of
December 31, 2008, PSource Structured Debt Limited ( the "Investor") held (i) a
common stock purchase warrant (the "Warrant A") to acquire 39,574 Shares at an
exercise price of $0.001 per Share, subject to certain adjustments, (ii) a
common stock purchase warrant ("Warrant B") to acquire 29,700 Shares at an
exercise price of $0.001 per Shares, subject to certain adjustments; (iii) a
common stock purchase warrant ("Warrant C") to acquire 33,000 Share at an
exercise price of $3.50 per Share, subject to certain adjustments, (iv) a common
stock purchase warrant ("Warrant D") to acquire 62,887 Shares at an exercise
price of $3.00 per Share, subject to certain adjustments; (v) a common stock
purchase warrant ("Warrant E", and together with Warrant A, Warrant B, Warrant C
and Warrant D, the "Earlier Warrants") to acquire 47,113 Shares at an exercise
price of $3.00 per Share, subject to certain adjustments; (vi) a common stock
purchase warrant ("Warrant F") to acquire 943,305 Shares at an exercise price of
$3.05 per Share, subject to certain adjustments; (vii) a common stock purchase
warrant ("Warrant G) to acquire 556,695 Shares at an exercise price of $3.05 per
Share, subject to certain adjustments; and (viii) a common stock purchase
warrant ("Warrant H", and together with Warrant F and Warrant G, the "Later
Warrants") to purchase 833,871 Shares at an exercise price of $5.00 per share,
subject to certain adjustments. The Early Warrants contain an issuance
limitation prohibiting the Investors from exercising those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 4.99% of the Shares then issued and outstanding (the "4.99%
Issuance Limitation"). The Later Warrants contain an issuance limitation
prohibiting the Investors from exercising 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 "9.99% Issuance Limitation"
and together with the 4.99% Issuance Limitation, the "Issuance Limitations").
The Issuance Limitations may be waived by the Investors upon at least 75 days
prior notice to the Company and, in the case of Warrant A and Warrant B, shall
also automatically become null and void upon the occurrence and/or continuance
of an Event of Default (as defined in and pursuant to the terms of the
applicable instrument). In the case of the Warrant C, Warrant D, Warrant E,
Warrant F, Warrant G and Warrant H, the Issuance Limitations shall also become
automatically 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). The Investor is managed by Laurus Capital
Management, LLC. Eugene Grin and David Grin, through other entities, are the
controlling principals of Laurus Capital Management, LLC and share sole voting
and investment power over the securities owned by the Investor reported in this
Schedule 13G, as amended.
--------------------------------------------------------------------------------
CUSIP No. 09060J106
--------------------------------------------------------------------------------
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 1,914,437 shares of Common Stock.*
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER:
0 shares of Common Stock.*
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER:
1,914,437 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,914,437 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on 19,163,538 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 2008. As of
December 31, 2008, PSource Structured Debt Limited ( the "Investor") held (i) a
common stock purchase warrant (the "Warrant A") to acquire 39,574 Shares at an
exercise price of $0.001 per Share, subject to certain adjustments, (ii) a
common stock purchase warrant ("Warrant B") to acquire 29,700 Shares at an
exercise price of $0.001 per Shares, subject to certain adjustments; (iii) a
common stock purchase warrant ("Warrant C") to acquire 33,000 Share at an
exercise price of $3.50 per Share, subject to certain adjustments, (iv) a common
stock purchase warrant ("Warrant D") to acquire 62,887 Shares at an exercise
price of $3.00 per Share, subject to certain adjustments; (v) a common stock
purchase warrant ("Warrant E", and together with Warrant A, Warrant B, Warrant C
and Warrant D, the "Earlier Warrants") to acquire 47,113 Shares at an exercise
price of $3.00 per Share, subject to certain adjustments; (vi) a common stock
purchase warrant ("Warrant F") to acquire 943,305 Shares at an exercise price of
$3.05 per Share, subject to certain adjustments; (vii) a common stock purchase
warrant ("Warrant G) to acquire 556,695 Shares at an exercise price of $3.05 per
Share, subject to certain adjustments; and (viii) a common stock purchase
warrant ("Warrant H", and together with Warrant F and Warrant G, the "Later
Warrants") to purchase 833,871 Shares at an exercise price of $5.00 per share,
subject to certain adjustments. The Early Warrants contain an issuance
limitation prohibiting the Investors from exercising those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 4.99% of the Shares then issued and outstanding (the "4.99%
Issuance Limitation"). The Later Warrants contain an issuance limitation
prohibiting the Investors from exercising 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 "9.99% Issuance Limitation"
and together with the 4.99% Issuance Limitation, the "Issuance Limitations").
The Issuance Limitations may be waived by the Investors upon at least 75 days
prior notice to the Company and, in the case of Warrant A and Warrant B, shall
also automatically become null and void upon the occurrence and/or continuance
of an Event of Default (as defined in and pursuant to the terms of the
applicable instrument). In the case of the Warrant C, Warrant D, Warrant E,
Warrant F, Warrant G and Warrant H, the Issuance Limitations shall also become
automatically 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). The Investor is managed by Laurus Capital
Management, LLC. Eugene Grin and David Grin, through other entities, are the
controlling principals of Laurus Capital Management, LLC and share sole voting
and investment power over the securities owned by the Investor reported in this
Schedule 13G, as amended.
Item 1(a). Name of Issuer: BIODELIVERY SCIENCES INTERNATIONAL, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
2501 Aerial Center Parkway Suite 205 Morrisville, NC 27560
Item 2(a). Name of Person Filing: Laurus Capital Management, LLC
This Schedule 13G, as amended, is also filed on behalf of PSource
Structured Debt Limited, a closed-ended company incorporated with
limited liability in Guernsey, Eugene Grin and David Grin. Laurus
Capital Management, LLC manages PSource Source Structured Debt,
Limited. Eugene Grin and David Grin, through other entities, are the
controlling principals of Laurus Capital Management, LLC and share
sole voting and investment power over the securities owned by
PSource Structured Debt Limited. Information related to each of
PSource Structured Debt, Limited, Eugene Grin and David Grin is set
forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or if none, Residence:
335 Madison Avenue, 10th Floor, New York, New York, 10017
Item 2(c). Citizenship: Delaware
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 09060J106
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 1,914,437 shares of Common Stock*
(b) Percent of Class: 9.99%*
(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: 1,914,437
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:
1,914,437 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 19,163,538 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 2008. As of
December 31, 2008, PSource Structured Debt Limited ( the "Investor") held (i) a
common stock purchase warrant (the "Warrant A") to acquire 39,574 Shares at an
exercise price of $0.001 per Share, subject to certain adjustments, (ii) a
common stock purchase warrant ("Warrant B") to acquire 29,700 Shares at an
exercise price of $0.001 per Shares, subject to certain adjustments; (iii) a
common stock purchase warrant ("Warrant C") to acquire 33,000 Share at an
exercise price of $3.50 per Share, subject to certain adjustments, (iv) a common
stock purchase warrant ("Warrant D") to acquire 62,887 Shares at an exercise
price of $3.00 per Share, subject to certain adjustments; (v) a common stock
purchase warrant ("Warrant E", and together with Warrant A, Warrant B, Warrant C
and Warrant D, the "Earlier Warrants") to acquire 47,113 Shares at an exercise
price of $3.00 per Share, subject to certain adjustments; (vi) a common stock
purchase warrant ("Warrant F") to acquire 943,305 Shares at an exercise price of
$3.05 per Share, subject to certain adjustments; (vii) a common stock purchase
warrant ("Warrant G) to acquire 556,695 Shares at an exercise price of $3.05 per
Share, subject to certain adjustments; and (viii) a common stock purchase
warrant ("Warrant H", and together with Warrant F and Warrant G, the "Later
Warrants") to purchase 833,871 Shares at an exercise price of $5.00 per share,
subject to certain adjustments. The Early Warrants contain an issuance
limitation prohibiting the Investors from exercising those securities to the
extent that such exercise would result in beneficial ownership by the Investors
of more than 4.99% of the Shares then issued and outstanding (the "4.99%
Issuance Limitation"). The Later Warrants contain an issuance limitation
prohibiting the Investors from exercising 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 "9.99% Issuance Limitation"
and together with the 4.99% Issuance Limitation, the "Issuance Limitations").
The Issuance Limitations may be waived by the Investors upon at least 75 days
prior notice to the Company and, in the case of Warrant A and Warrant B, shall
also automatically become null and void upon the occurrence and/or continuance
of an Event of Default (as defined in and pursuant to the terms of the
applicable instrument). In the case of the Warrant C, Warrant D, Warrant E,
Warrant F, Warrant G and Warrant H, the Issuance Limitations shall also become
automatically 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). The Investor is managed by Laurus Capital
Management, LLC. Eugene Grin and David Grin, through other entities, are the
controlling principals of Laurus Capital Management, LLC and share sole voting
and investment power over the securities owned by the Investor 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 11, 2009
---------------------------------
Date
LAURUS CAPITAL MANAGEMENT, LLC
/s/ Eugene Grin
---------------------------------
Eugene Grin
Principal
APPENDIX A
A. Name: PSource Structured Debt Limited, a closed-ended
company incorporated with limited liability in Guernsey
Address: c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Guernsey
B. Name: David Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: Israel
C. Name: Eugene Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal
Occupation: Principal of Laurus Capital Management, LLC,
Citizenship: United States
Each of PSource Structured Debt Limited, 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.
PSource Structured Debt Limited
By Laurus Capital Management, LLC,
its investment manager
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
Authorized Signatory
February 11, 2009
/s/ David Grin
-----------------------------------------
David Grin
February 11, 2009
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
February 11, 2009