UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
EVCI Career Colleges Holding Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
26926P100
(CUSIP Number)
ComVest Investment Partners III, L.P.
One North Clematis Street, Suite 300
West Palm Beach, Florida 33401
(561) 868-6074
-------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Alan I. Annex, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
May 23, 2007
-------------------------------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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, as amended ("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. 26926P100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ComVest Investment Partners III, L.P. (20-8834639)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 28,238,017
REPORTING -------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
28,238,017
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,238,017
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
12
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.59%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
2
CUSIP No. 26926P100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ComVest III Partners, LLC (20-8834539)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 28,238,017
REPORTING -------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
28,238,017
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,238,017
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.59%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
3
CUSIP No. 26926P100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Michael S. Falk
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 28,238,017
REPORTING -------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
28,238,017
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,238,017
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
12
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.59%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
4
CUSIP No. 26926P100
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert L. Priddy
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 28,238,017
REPORTING -------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
28,238,017
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,238,017
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
12
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.59%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
5
Item 1. Security and Issuer
This Schedule 13D (the "Schedule 13D") relates to the common stock, par
value $0.0001 per share (the "Common Stock"), of EVCI Career Colleges Holding
Corp., a Delaware corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 1 Van Der Donck Street, 2nd Floor, Yonkers,
New York 10701.
Item 2. Identity and Background
The name of the Reporting Person is ComVest Investment Partners III, L.P.,
a Delaware limited partnership ("ComVest"). ComVest is a private investment
partnership. The general partner of ComVest is ComVest III Partners LLC, a
Delaware limited liability company ("ComVest III Partners"), the managing
members of which are Michael Falk ("Falk") and Robert Priddy ("Priddy"). Falk
and Priddy are citizens of the United States of America.
The business address for ComVest and the other entities and individuals
described in this Item 2 is One North Clematis Street, Suite 300, West Palm
Beach, Florida 33401.
During the last five years, neither ComVest nor any other person enumerated
in this Item 2, has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) 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.
Inder Tallur and Brian Fluck (the "ComVest Designees"), principals of the
Reporting Person, will be directors of the Issuer upon the closing of the
transactions contemplated by the Purchase Agreement (as defined below). ComVest
maintains the right to designate one additional director to the board of
directors (the "Board") of the Issuer and, upon receipt of the Share
Authorization (as defined below), shall have the right to designate a majority
of the Board.
Item 3. Source and Amount of Funds or Other Consideration
As more fully described in Item 4 hereof, pursuant to the Purchase
Agreement, the Reporting Person will acquire the Note, the Shares and the
Warrants (each, as defined below) for aggregate consideration of approximately
$9,498,810. The funds for the purchase of such securities will be obtained from
existing capital funds of the Reporting Person.
A copy of the Purchase Agreement is incorporated herein by reference as
Exhibit 1, and the description herein of the Purchase Agreement is qualified in
its entirety by reference to the Purchase Agreement.
Item 4. Purpose of Transaction
ComVest purchased the Note, the Shares and Warrants for investment purposes
and not with the view to sell in connection with any distribution thereof.
Except in the ordinary course of business or as set forth below, the Reporting
Person has no present intention or
6
plans or proposals which relate to or could result in any of the matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Notwithstanding anything to the contrary contained herein, the Reporting
Person reserves the right, depending on all relevant factors, to change its
intention with respect to any and all of the matters referred to above.
Purchase Agreement
Pursuant to the terms of a Securities Purchase Agreement, dated as of April
24, 2007 (the "Purchase Agreement"), by and between the Issuer and the Reporting
Person, the Issuer agreed to issue and sell to ComVest (i) a convertible secured
note (the "Note") in the aggregate principal amount of $9,202,313 (such amount
including the principal amount of the note plus fees and expenses of Reporting
Person that were reimbursed by the Issuer and certain prepaid interest), (ii)
2,374,922 shares of Common Stock for a purchase price equal to $1,282,458, and
(iii) warrants (the "Warrants") to purchase up to 25,863,095 shares of Common
Stock; in the case of the Note and the Warrant, subject to certain adjustments
in accordance with the terms of the Purchase Agreement, the Note and the
Warrant.
The Issuer has agreed to seek approval from its stockholders to: (i)
increase the authorized number of shares of Common Stock to accommodate the
issuance of the shares of Common Stock issuable upon exercise of the Warrants or
conversion of the Note, as the case may be (the "Share Authorization"); (ii) to
duly elect the ComVest Designees; and (iii) to approve the grant of non-plan
options granted to certain members of management. The Issuer agreed to use
commercially reasonable efforts to call a meeting of its stockholders to be held
no later than October 31, 2007 for the purpose of seeking stockholder approval
of the matters referenced above. If the Share Authorization is approved by
stockholders of the Issuer but the grant of non-plan options to management is
rejected, ComVest has indicated that it may, in order to induce such members of
management to continue their respective amended employment arrangements,
transfer up to 2,700,000 of its Warrants to such members of management.
Registration Rights Agreement
In connection with the transactions referenced herein, the Issuer entered
into a registration rights agreement with ComVest (the "Registration Rights
Agreement") pursuant to which ComVest shall have two demand registration
requests and unlimited "piggyback" registration rights pursuant to which the
Issuer will be required to, among other things, prepare and file a registration
statement to effect a registration covering the resale of (i) the Shares and
shares of Common Stock issuable upon conversion of the Note and exercise of the
Warrants, as the case may be. The Issuer will be required to keep such
registration statement effective until the earlier of: (x) such time as all
registrable securities covered by such registration statement have been sold
pursuant to any registration statement, Rule 144 of the Securities Act of 1933,
as amended (the "Act") or any exemption from registration under the Act; and (y)
such time as all of the registrable securities covered by such registration
statement may be sold in open market transactions pursuant to Rule 144(k) of the
Act.
7
A copy of the Registration Rights Agreement is incorporated herein by
reference as Exhibit 2, and the description herein of the Registration Rights
Agreement is qualified in its entirety by reference to the Registration Rights
Agreement.
Item 5. Interest in Securities of the Issuer
(a) As a result of the closing of the transactions contemplated by the
Purchase Agreement, ComVest will beneficially own (excluding shares issuable
upon conversion of the Note) 28,238,017 shares of Common Stock of the Issuer,
representing 56.59% of the Issuer's stock (assuming approval of the Share
Authorization). If the Note is not repaid within one year, the Note shall be
exercisable at the sole option of ComVest, at an initial exercise price of
$0.60/share, subject to adjustment for certain dilutive equity issuances and for
stock splits, stock dividends, mergers, reclassifications, reorganizations and
other similar events. Reporting Person shall be entitled to receive up to an
additional 15,337,188 shares of Common Stock upon any such conversion of the
Note after such date.
Falk and Priddy, by virtue of their status as managing members of ComVest
III Partners (the general partner of ComVest), may be deemed to have indirect
beneficial ownership of the Shares owned by ComVest. However, Falk and Priddy
disclaim any beneficial ownership of such Shares.
(b) Falk and Priddy, by virtue of their status as managing members of
ComVest III Partners (the general partner of ComVest), have the power to vote or
to direct the vote and the power to dispose and to direct the disposition of the
shares owned by ComVest.
(c) Except for the information set forth, or incorporated by reference, in
Items 3 and 4, which is incorporated herein by reference, the Reporting Person
has not effected any transaction relating to the Common Stock during the past 60
days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Reference is made to the Purchase Agreement and the Registration Rights
Agreement, which are incorporated by reference herein.
Note
The Note shall mature on the earlier to occur of (i) thirty-six (36) months
from the date of issuance and (ii) the acquisition or purchase by a single
person or Section 13D group of more than 50% of the voting power or interest of
the Issuer. The Note bears an interest rate of 12% per annum with a default
interest rate of 24%. The Note shall be convertible at the sole option of
ComVest at $0.60/share, subject to adjustment for certain dilutive equity
issuances and for stock splits, stock dividends, mergers, reclassifications,
reorganizations and other similar events, if the Note is not repaid in full by
the Company within one year from the date of issuance.
8
A copy of the Note is incorporated herein by reference as Exhibit 3, and
the description herein of the Note is qualified in its entirety by reference to
the Note.
Warrant
The Warrant has a term of three years and is exercisable in whole or in
part at any time after the Closing at an exercise price of $0.54 per share,
subject to adjustment for certain dilutive equity issuances and for stock
splits, stock dividends, mergers, reclassifications, reorganizations and other
similar events. Cashless exercise is permitted.
A copy of the Warrant is incorporated herein by reference as Exhibit 4 and
the description herein of the Warrant is qualified in its entirety by reference
to the Warrant.
L/C Shares
The Reporting Person also has agreed to provide the Issuer financial
support in connection with certain letter(s) of credit it must obtain to meet
its federal and state regulatory requirements. The Issuer has agreed to issue
ComVest 408,410 shares of Common Stock or pay ComVest $220,542, in each case at
ComVest's sole option, in the event the Reporting Person is required to extend
this financial support for an additional year.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Securities Purchase Agreement, dated April 24, 2007, by and
between the Issuer and ComVest (incorporated by reference to
Exhibit 10.52(a) to the Issuer's Form 10-K/A, for the year
ended December 31, 2006 (filed May 23, 2007)).
Exhibit 2 Registration Rights Agreement (incorporated by reference to
Exhibit 10.52(d) to the Issuer's Form 10-K/A, for the
year ended December 31, 2006 (filed May 23, 2007)).
Exhibit 3 Note (incorporated by reference to Exhibit 10.52(b) to the
Issuer's Form 10-K/A, for the year ended December 31,
2006 (filed May 23, 2007)).
Exhibit 4 Warrant (incorporated by reference to Exhibit 10.52(f) to the
Issuer's Form 10-K/A, for the year ended December 31,
2006 (filed May 23, 2007)).
9
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.
Dated: May 24, 2007 ComVest Investment Partners III, L.P.
By: ComVest III Partners, LLC,
its general partner
By: /s/Michael S. Falk
-----------------------------------
Name: Michael S. Falk
Title: Managing Member
Dated: May 24, 2007 ComVest III Partners LLC
By: /s/Michael S. Falk
-----------------------------------
Name: Michael S. Falk
Title: Managing Member
Dated: May 24, 2007 /s/ Michael S. Falk
--------------------------------------
Michael S. Falk, individually
Dated: May 24, 2007 /s/ Robert L. Priddy
--------------------------------------
Robert L. Priddy, individually
10
EXHIBIT INDEX
Exhibit 1 Securities Purchase Agreement, dated April 24, 2007, by and
between the Issuer and ComVest (incorporated by reference to
Exhibit 10.52(a) to the Issuer's Form 10-K/A, for the year
ended December 31, 2006 (filed May 23, 2007)).
Exhibit 2 Registration Rights Agreement (incorporated by reference to
Exhibit 10.52(d) to the Issuer's Form 10-K/A, for the
year ended December 31, 2006 (filed May 23, 2007)).
Exhibit 3 Note (incorporated by reference to Exhibit 10.52(b) to the
Issuer's Form 10-K/A, for the year ended December 31,
2006 (filed May 23, 2007)).
Exhibit 4 Warrant (incorporated by reference to Exhibit 10.52(f) to the
Issuer's Form 10-K/A, for the year ended December 31,
2006 (filed May 23, 2007)).
11
JOINT FILING AGREEMENT
The undersigned hereby consent to the joint filing by any of them of a
Statement on Schedule 13D and any amendments thereto, whether heretofore or
hereafter filed, relating to the securities of EVCI Career Colleges Holding
Corp. and hereby affirm that this Schedule 13D is being filed on behalf of each
of the undersigned.
Dated: May 24, 2007 ComVest Investment Partners III, L.P.
By: ComVest III Partners, LLC,
its general partner
By: /s/Michael S. Falk
-----------------------------------
Name: Michael S. Falk
Title: Managing Member
Dated: May 24, 2007 ComVest III Partners LLC
By: /s/Michael S. Falk
-----------------------------------
Name: Michael S. Falk
Title: Managing Member
Dated: May 24, 2007 /s/ Michael S. Falk
--------------------------------------
Michael S. Falk, individually
Dated: May 24, 2007 /s/ Robert L. Priddy
--------------------------------------
Robert L. Priddy, individually