SEC 1745 |
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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: |
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Washington, D.C. 20549 |
Expires: December 31, 2005 |
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SCHEDULE 13G |
Estimated average burden hours per response. . 11 |
Under the Securities Exchange Act of 1934
(Amendment No. )*
GLOBIX CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37957F200
(CUSIP Number)
September 22, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] |
Rule 13d-1(b) |
[ X ] |
Rule 13d-1(c) |
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Rule 13d-1(d) |
*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.
CUSIP No. 37957F200 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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CUSIP No. 37957F200 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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CUSIP No. 37957F200 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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CUSIP No. 37957F200 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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CUSIP No. 37957F200 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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CUSIP No. 37957F200 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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CUSIP No. 37957F200 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers Principal Executive Offices |
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Item 2. |
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(a) |
Name of Person Filing |
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Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, this Schedule 13G is filed on behalf of each of the reporting persons indicated in Item 1 of each of the cover pages of this Schedule 13G. The information required by this paragraph is set forth in Item 1 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. |
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(b) |
Address of Principal Business Office or, if none, Residence |
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The information required by this paragraph is set forth on Annex A attached hereto and is incorporated herein by reference. |
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(c) |
Citizenship |
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The information required by this paragraph is set forth in Item 4 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. |
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(d) |
Title of Class of Securities |
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Common Stock |
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(e) |
CUSIP Number |
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37957F200 |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Not applicable.
Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: |
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The information required by this paragraph is set forth in Item 9 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. |
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LC Capital Master Fund, Ltd. (the Master Fund) directly holds 1,219,817 shares (the Shares) of the Issuers Common Stock, par value $0.01 per share. The Shares were acquired in two separate transactions as follows: 770,646 shares were acquired on October 16, 2002 and 449,171 shares were acquired on September 22, 2003. |
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LC Capital Partners, LP (Partners) may be deemed to control the Master Fund by virtue of Partners ownership of approximately 54.31% of the outstanding shares of the Master Fund. Accordingly, Partners may be deemed to have a beneficial interest in the Shares. In addition, since LC Capital Advisors LLC (Advisors) is the sole general partner of Partners, Advisors may also be deemed to have a beneficial interest in the Shares. Each of Partners and Advisors disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein. |
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Lampe, Conway & Co. LLC (LC&C) acts as investment manager to Partners and the Master Fund pursuant to certain investment management agreements. LC Capital International LLC (International) acts as investment advisor to the Master Fund pursuant to an investment advisory agreement. Since LC&C and International share voting and dispositive power over the Shares by virtue of the aforementioned agreements |
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(the Agreements), LC&C and International may each be deemed to have a beneficial interest in the Shares. Each of LC&C and International disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein. |
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Steven G. Lampe (Lampe) and Richard F. Conway (Conway) act as the sole managing members of each of Advisors, LC&C and International and each of Lampe and Conway may be deemed to control each such entity. Accordingly, each of Lampe and Conway may be deemed to have a beneficial interest in the Shares by virtue of Advisors indirect deemed control of the Master Fund and LC&Cs and Internationals respective power to vote and/or dispose of the Shares pursuant to the Agreements. Each of Lampe and Conway disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein. |
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(b) |
Percent of class: |
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The information required by this paragraph is set forth in Item 11 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. Such information is based upon 16,460,000 shares of Common Stock, par value $0.01 per share, outstanding as reflected in the Issuers Form 10-Q for the quarterly period ended June 30, 2003 as filed with the Securities and Exchange Commission as of August 20, 2003. The information in Item 4(a) above is incorporated herein by reference. |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote |
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The information required by this subparagraph is set forth in Item 5 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference. |
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(ii) |
Shared power to vote or to direct the vote |
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The information required by this subparagraph is set forth in Item 6 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference. |
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(iii) |
Sole power to dispose or to direct the disposition of |
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The information required by this subparagraph is set forth in Item 7 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference. |
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(iv) |
Shared power to dispose or to direct the disposition of |
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The information required by this subparagraph is set forth in Item 8 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
Not applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
The Master Fund directly acquired all of the Shares being reported on by Partners and Advisors. Partners directly holds approximately 54.31% of the outstanding shares of the Master Fund and may be deemed to control the Master Fund. Advisors is the sole general partner of Partners and may also be deemed to control the Master Fund. |
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Item 8. |
Identification and Classification of Members of the Group |
Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
Not applicable. |
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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. |
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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.
Date: October 10, 2003 |
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LC Capital Master Fund, Ltd. |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Director |
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Date: October 10, 2003 |
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LC Capital Partners, LP |
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By: |
LC Capital Advisors LLC, |
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its General Partner |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Managing Member |
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Date: October 10, 2003 |
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LC Capital Advisors LLC |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Managing Member |
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Date: October 10, 2003 |
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Lampe, Conway & Co. LLC |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Managing Member |
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Date: October 10, 2003 |
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LC Capital International LLC |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Managing Member |
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Date: October 10, 2003 |
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/s/ Steven G. Lampe |
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Steven G. Lampe |
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Date: October 10, 2003 |
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/s/ Richard F. Conway |
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Richard F. Conway |
14
ANNEX A
Address of Principal Business Office or, if none, Residence
LC Capital Master Fund, Ltd.
c/o Trident Fund Services (B.V.I.) Limited
P.O. Box 146
Waterfront Drive
Wickhams Cay
Road Town, Tortola
British Virgin Islands
LC Capital Partners, LP
680 Fifth Avenue, Suite 1202
New York, NY 10019
LC Capital Advisors LLC
680 Fifth Avenue, Suite 1202
New York, NY 10019
Lampe, Conway & Co. LLC
680 Fifth Avenue, Suite 1202
New York, NY 10019
LC Capital International LLC
680 Fifth Avenue, Suite 1202
New York, NY 10019
Steven G. Lampe
680 Fifth Avenue, Suite 1202
New York, NY 10019
Richard F. Conway
680 Fifth Avenue, Suite 1202
New York, NY 10019