Laurus Master Fund Ltd, et al. – ‘SC 13G/A’ on 2/11/09 re: Global Payment Technologies Inc

On:  Wednesday, 2/11/09, at 12:06pm ET   ·   Accession #:  1144204-9-6768   ·   File #:  5-46009

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership        14     78K 

Document Table of Contents

SC 13G/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b), (c) AND (d)
 AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(AMENDMENT NO. 2)*

 GLOBAL PAYMENT TECHNOLOGIES, INC.
 ---------------------------------------
(Name of Issuer)

 Common Stock, par value $0.01 per share
 ---------------------------------------
(Title of Class of Securities)

 37936S109
 ---------
(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
is filed:                                                                       

|_|   Rule 13d-1 (b)                                    
|X|   Rule 13d-1 (c)                                    
|_|   Rule 13d-1 (d)                                    

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).                                                                         

SC 13G/A
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CUSIP No. 37936S109                                                             
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. (In Liquidation)*      

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673       
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                          
                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                              

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

Cayman Islands                                                      
--------------------------------------------------------------------------------
NUMBER OF      5     SOLE VOTING POWER:                                         
SHARES                                                                          
BENEFICIALLY         0, shares of Common Stock. *                               
OWNED BY       -----------------------------------------------------------------
EACH           6     SHARED VOTING POWER:                                       
REPORTING                                                                       
PERSON               505,058 shares of Common Stock. *                          
               -----------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:                     

0 shares of Common Stock. *           
               -----------------------------------------------------------------
8     SHARES DISPOSITIVE POWER:                   

505,058 shares of Common Stock. *     
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

505,058 shares of Common Stock                                      
--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES      

                                                                             |_|
--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           

6.32%                                                               
--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON                                                  

CO                                                                  
--------------------------------------------------------------------------------

      * Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the  "Shares")  outstanding of Global  Payment  Technologies,  Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly  Report on Form 10-Q for the fiscal  period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation,  ("Calliope"),  Valens Offshore
SPV I, Ltd.  ("Valens SPV I", and together with the Calliope,  the  "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise  price of $4.87 per Share for the first 100,000  Shares  acquired
thereunder,  $5.28 per Share for the next 60,000 Shares  acquire  thereunder and
$5.68 for the remaining  40,000 shares acquired  thereunder,  subject to certain
adjustments,  (ii) a warrant (the "June  Warrant"  and  together  with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per  Share,  subject to  certain  adjustments,  and (iii)  230,058  Shares.  The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting  those  securities to the extent that such  exercise  would result in
beneficial  ownership  by Investors of more than 9.99% of the Shares then issued
and  outstanding  (the "Issuance  Limitation").  The Issuance  Limitation may be
waived by Investors  upon at least 61 days prior notice to the Company and shall
automatically  become  null and  void  following  notice  to the  Issuer  of the
occurrence and during the  continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument).  Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation)  (the "Fund").  The Fund
is in  voluntary  liquidation  under the  supervision  of the Grand Court of the
Cayman Islands.  The Joint Voluntary  Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson  Associates Ltd. Laurus Capital  Management,  LLC
("LCM"), acting through its controlling principals,  Eugene Grin and David Grin,
provides  investment  management  services to the Fund and its two feeder  funds
concerning  their  respective  assets,  including  securities  owned by Calliope
reported in this Schedule 13G, as amended,  subject to the oversight of the JVLs
and  LCM's  obligations  to the Fund  under the  Seventh  Amended  and  Restated
Investment  Management  Agreement  of April  26,  2007,  as  amended,  restated,
modified  and/or  supplemented  from time to time.  Valens  SPV I is  managed by
Valens  Capital  Management,  LLC ("VCM").  Eugene Grin and David Grin,  through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment  power over the securities  owned by Valens
SPV I reported in this Schedule 13G, as amended.                                

SC 13G/A
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CUSIP No. 37936S109                                                             
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: Calliope Capital Corporation                    

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237865       
--------------------------------------------------------------------------------
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               505,058 shares of Common Stock. *                          
               -----------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:                     

0 shares of Common Stock. *           
               -----------------------------------------------------------------
8     SHARES DISPOSITIVE POWER:                   

505,058 shares of Common Stock. *     
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

505,058 shares of Common Stock                                      
--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES      

                                                                             |_|
--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           

6.32%                                                               
--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON                                                  

CO                                                                  
--------------------------------------------------------------------------------

      * Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the  "Shares")  outstanding of Global  Payment  Technologies,  Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly  Report on Form 10-Q for the fiscal  period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation,  ("Calliope"),  Valens Offshore
SPV I, Ltd.  ("Valens SPV I", and together with the Calliope,  the  "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise  price of $4.87 per Share for the first 100,000  Shares  acquired
thereunder,  $5.28 per Share for the next 60,000 Shares  acquire  thereunder and
$5.68 for the remaining  40,000 shares acquired  thereunder,  subject to certain
adjustments,  (ii) a warrant (the "June  Warrant"  and  together  with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per  Share,  subject to  certain  adjustments,  and (iii)  230,058  Shares.  The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting  those  securities to the extent that such  exercise  would result in
beneficial  ownership  by Investors of more than 9.99% of the Shares then issued
and  outstanding  (the "Issuance  Limitation").  The Issuance  Limitation may be
waived by Investors  upon at least 61 days prior notice to the Company and shall
automatically  become  null and  void  following  notice  to the  Issuer  of the
occurrence and during the  continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument).  Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation)  (the "Fund").  The Fund
is in  voluntary  liquidation  under the  supervision  of the Grand Court of the
Cayman Islands.  The Joint Voluntary  Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson  Associates Ltd. Laurus Capital  Management,  LLC
("LCM"), acting through its controlling principals,  Eugene Grin and David Grin,
provides  investment  management  services to the Fund and its two feeder  funds
concerning  their  respective  assets,  including  securities  owned by Calliope
reported in this Schedule 13G, as amended,  subject to the oversight of the JVLs
and  LCM's  obligations  to the Fund  under the  Seventh  Amended  and  Restated
Investment  Management  Agreement  of April  26,  2007,  as  amended,  restated,
modified  and/or  supplemented  from time to time.  Valens  SPV I is  managed by
Valens  Capital  Management,  LLC ("VCM").  Eugene Grin and David Grin,  through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment  power over the securities  owned by Valens
SPV I reported in this Schedule 13G, as amended.                                

SC 13G/A
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CUSIP No. 37936S109                                                             
--------------------------------------------------------------------------------
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               505,058 shares of Common Stock. *                          
               -----------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:                     

0 shares of Common Stock. *           
               -----------------------------------------------------------------
8     SHARES DISPOSITIVE POWER:                   

505,058 shares of Common Stock. *     
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

505,058 shares of Common Stock                                      
--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES      

                                                                             |_|
--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           

6.32%                                                               
--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON                                                  

OO                                                                  
--------------------------------------------------------------------------------

      * Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the  "Shares")  outstanding of Global  Payment  Technologies,  Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly  Report on Form 10-Q for the fiscal  period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation,  ("Calliope"),  Valens Offshore
SPV I, Ltd.  ("Valens SPV I", and together with the Calliope,  the  "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise  price of $4.87 per Share for the first 100,000  Shares  acquired
thereunder,  $5.28 per Share for the next 60,000 Shares  acquire  thereunder and
$5.68 for the remaining  40,000 shares acquired  thereunder,  subject to certain
adjustments,  (ii) a warrant (the "June  Warrant"  and  together  with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per  Share,  subject to  certain  adjustments,  and (iii)  230,058  Shares.  The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting  those  securities to the extent that such  exercise  would result in
beneficial  ownership  by Investors of more than 9.99% of the Shares then issued
and  outstanding  (the "Issuance  Limitation").  The Issuance  Limitation may be
waived by Investors  upon at least 61 days prior notice to the Company and shall
automatically  become  null and  void  following  notice  to the  Issuer  of the
occurrence and during the  continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument).  Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation)  (the "Fund").  The Fund
is in  voluntary  liquidation  under the  supervision  of the Grand Court of the
Cayman Islands.  The Joint Voluntary  Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson  Associates Ltd. Laurus Capital  Management,  LLC
("LCM"), acting through its controlling principals,  Eugene Grin and David Grin,
provides  investment  management  services to the Fund and its two feeder  funds
concerning  their  respective  assets,  including  securities  owned by Calliope
reported in this Schedule 13G, as amended,  subject to the oversight of the JVLs
and  LCM's  obligations  to the Fund  under the  Seventh  Amended  and  Restated
Investment  Management  Agreement  of April  26,  2007,  as  amended,  restated,
modified  and/or  supplemented  from time to time.  Valens  SPV I is  managed by
Valens  Capital  Management,  LLC ("VCM").  Eugene Grin and David Grin,  through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment  power over the securities  owned by Valens
SPV I reported in this Schedule 13G, as amended.                                

SC 13G/A
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CUSIP No. 37936S109                                                             
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd.                     

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0539781       
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                          
                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                              

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

Cayman Islands                                                      
--------------------------------------------------------------------------------
NUMBER OF      5     SOLE VOTING POWER:                                         
SHARES                                                                          
BENEFICIALLY         0, shares of Common Stock. *                               
OWNED BY       -----------------------------------------------------------------
EACH           6     SHARED VOTING POWER:                                       
REPORTING                                                                       
PERSON               505,058 shares of Common Stock. *                          
               -----------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:                     

0 shares of Common Stock. *           
               -----------------------------------------------------------------
8     SHARES DISPOSITIVE POWER:                   

505,058 shares of Common Stock. *     
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

505,058 shares of Common Stock                                      
--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES      

                                                                             |_|
--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           

6.32%                                                               
--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON                                                  

CO                                                                  
--------------------------------------------------------------------------------

      * Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the  "Shares")  outstanding of Global  Payment  Technologies,  Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly  Report on Form 10-Q for the fiscal  period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation,  ("Calliope"),  Valens Offshore
SPV I, Ltd.  ("Valens SPV I", and together with the Calliope,  the  "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise  price of $4.87 per Share for the first 100,000  Shares  acquired
thereunder,  $5.28 per Share for the next 60,000 Shares  acquire  thereunder and
$5.68 for the remaining  40,000 shares acquired  thereunder,  subject to certain
adjustments,  (ii) a warrant (the "June  Warrant"  and  together  with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per  Share,  subject to  certain  adjustments,  and (iii)  230,058  Shares.  The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting  those  securities to the extent that such  exercise  would result in
beneficial  ownership  by Investors of more than 9.99% of the Shares then issued
and  outstanding  (the "Issuance  Limitation").  The Issuance  Limitation may be
waived by Investors  upon at least 61 days prior notice to the Company and shall
automatically  become  null and  void  following  notice  to the  Issuer  of the
occurrence and during the  continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument).  Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation)  (the "Fund").  The Fund
is in  voluntary  liquidation  under the  supervision  of the Grand Court of the
Cayman Islands.  The Joint Voluntary  Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson  Associates Ltd. Laurus Capital  Management,  LLC
("LCM"), acting through its controlling principals,  Eugene Grin and David Grin,
provides  investment  management  services to the Fund and its two feeder  funds
concerning  their  respective  assets,  including  securities  owned by Calliope
reported in this Schedule 13G, as amended,  subject to the oversight of the JVLs
and  LCM's  obligations  to the Fund  under the  Seventh  Amended  and  Restated
Investment  Management  Agreement  of April  26,  2007,  as  amended,  restated,
modified  and/or  supplemented  from time to time.  Valens  SPV I is  managed by
Valens  Capital  Management,  LLC ("VCM").  Eugene Grin and David Grin,  through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment  power over the securities  owned by Valens
SPV I reported in this Schedule 13G, as amended.                                

SC 13G/A
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CUSIP No. 37936S109                                                             
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: Valens Capital Management, LLC                  

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345       
--------------------------------------------------------------------------------
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               505,058 shares of Common Stock. *                          
               -----------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:                     

0 shares of Common Stock. *           
               -----------------------------------------------------------------
8     SHARES DISPOSITIVE POWER:                   

505,058 shares of Common Stock. *     
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

505,058 shares of Common Stock                                      
--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES      

                                                                             |_|
--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           

6.32%                                                               
--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON                                                  

OO                                                                  
--------------------------------------------------------------------------------

      * Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the  "Shares")  outstanding of Global  Payment  Technologies,  Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly  Report on Form 10-Q for the fiscal  period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation,  ("Calliope"),  Valens Offshore
SPV I, Ltd.  ("Valens SPV I", and together with the Calliope,  the  "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise  price of $4.87 per Share for the first 100,000  Shares  acquired
thereunder,  $5.28 per Share for the next 60,000 Shares  acquire  thereunder and
$5.68 for the remaining  40,000 shares acquired  thereunder,  subject to certain
adjustments,  (ii) a warrant (the "June  Warrant"  and  together  with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per  Share,  subject to  certain  adjustments,  and (iii)  230,058  Shares.  The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting  those  securities to the extent that such  exercise  would result in
beneficial  ownership  by Investors of more than 9.99% of the Shares then issued
and  outstanding  (the "Issuance  Limitation").  The Issuance  Limitation may be
waived by Investors  upon at least 61 days prior notice to the Company and shall
automatically  become  null and  void  following  notice  to the  Issuer  of the
occurrence and during the  continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument).  Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation)  (the "Fund").  The Fund
is in  voluntary  liquidation  under the  supervision  of the Grand Court of the
Cayman Islands.  The Joint Voluntary  Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson  Associates Ltd. Laurus Capital  Management,  LLC
("LCM"), acting through its controlling principals,  Eugene Grin and David Grin,
provides  investment  management  services to the Fund and its two feeder  funds
concerning  their  respective  assets,  including  securities  owned by Calliope
reported in this Schedule 13G, as amended,  subject to the oversight of the JVLs
and  LCM's  obligations  to the Fund  under the  Seventh  Amended  and  Restated
Investment  Management  Agreement  of April  26,  2007,  as  amended,  restated,
modified  and/or  supplemented  from time to time.  Valens  SPV I is  managed by
Valens  Capital  Management,  LLC ("VCM").  Eugene Grin and David Grin,  through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment  power over the securities  owned by Valens
SPV I reported in this Schedule 13G, as amended.                                

SC 13G/A
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CUSIP No. 37936S109                                                             
--------------------------------------------------------------------------------
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               505,058 shares of Common Stock. *                          
               -----------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:                     

0 shares of Common Stock. *           
               -----------------------------------------------------------------
8     SHARES DISPOSITIVE POWER:                   

505,058 shares of Common Stock. *     
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

505,058 shares of Common Stock                                      
--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES      

                                                                             |_|
--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           

6.32%                                                               
--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON                                                  

IN                                                                  
--------------------------------------------------------------------------------

      * Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the  "Shares")  outstanding of Global  Payment  Technologies,  Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly  Report on Form 10-Q for the fiscal  period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation,  ("Calliope"),  Valens Offshore
SPV I, Ltd.  ("Valens SPV I", and together with the Calliope,  the  "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise  price of $4.87 per Share for the first 100,000  Shares  acquired
thereunder,  $5.28 per Share for the next 60,000 Shares  acquire  thereunder and
$5.68 for the remaining  40,000 shares acquired  thereunder,  subject to certain
adjustments,  (ii) a warrant (the "June  Warrant"  and  together  with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per  Share,  subject to  certain  adjustments,  and (iii)  230,058  Shares.  The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting  those  securities to the extent that such  exercise  would result in
beneficial  ownership  by Investors of more than 9.99% of the Shares then issued
and  outstanding  (the "Issuance  Limitation").  The Issuance  Limitation may be
waived by Investors  upon at least 61 days prior notice to the Company and shall
automatically  become  null and  void  following  notice  to the  Issuer  of the
occurrence and during the  continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument).  Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation)  (the "Fund").  The Fund
is in  voluntary  liquidation  under the  supervision  of the Grand Court of the
Cayman Islands.  The Joint Voluntary  Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson  Associates Ltd. Laurus Capital  Management,  LLC
("LCM"), acting through its controlling principals,  Eugene Grin and David Grin,
provides  investment  management  services to the Fund and its two feeder  funds
concerning  their  respective  assets,  including  securities  owned by Calliope
reported in this Schedule 13G, as amended,  subject to the oversight of the JVLs
and  LCM's  obligations  to the Fund  under the  Seventh  Amended  and  Restated
Investment  Management  Agreement  of April  26,  2007,  as  amended,  restated,
modified  and/or  supplemented  from time to time.  Valens  SPV I is  managed by
Valens  Capital  Management,  LLC ("VCM").  Eugene Grin and David Grin,  through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment  power over the securities  owned by Valens
SPV I reported in this Schedule 13G, as amended.                                

SC 13G/A
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CUSIP No. 37936S109                                                             
--------------------------------------------------------------------------------
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               505,058 shares of Common Stock. *                          
               -----------------------------------------------------------------
7     SOLE DISPOSITIVE POWER:                     

0 shares of Common Stock. *           
               -----------------------------------------------------------------
8     SHARES DISPOSITIVE POWER:                   

505,058 shares of Common Stock. *     
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

505,058 shares of Common Stock                                      
--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES      

                                                                             |_|
--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           

6.32%                                                               
--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON                                                  

IN                                                                  
--------------------------------------------------------------------------------

      * Based on 7,722,185 shares of the common stock, par value $0.01 per Share
(the  "Shares")  outstanding of Global  Payment  Technologies,  Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly  Report on Form 10-Q for the fiscal  period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation,  ("Calliope"),  Valens Offshore
SPV I, Ltd.  ("Valens SPV I", and together with the Calliope,  the  "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise  price of $4.87 per Share for the first 100,000  Shares  acquired
thereunder,  $5.28 per Share for the next 60,000 Shares  acquire  thereunder and
$5.68 for the remaining  40,000 shares acquired  thereunder,  subject to certain
adjustments,  (ii) a warrant (the "June  Warrant"  and  together  with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per  Share,  subject to  certain  adjustments,  and (iii)  230,058  Shares.  The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting  those  securities to the extent that such  exercise  would result in
beneficial  ownership  by Investors of more than 9.99% of the Shares then issued
and  outstanding  (the "Issuance  Limitation").  The Issuance  Limitation may be
waived by Investors  upon at least 61 days prior notice to the Company and shall
automatically  become  null and  void  following  notice  to the  Issuer  of the
occurrence and during the  continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument).  Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation)  (the "Fund").  The Fund
is in  voluntary  liquidation  under the  supervision  of the Grand Court of the
Cayman Islands.  The Joint Voluntary  Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson  Associates Ltd. Laurus Capital  Management,  LLC
("LCM"), acting through its controlling principals,  Eugene Grin and David Grin,
provides  investment  management  services to the Fund and its two feeder  funds
concerning  their  respective  assets,  including  securities  owned by Calliope
reported in this Schedule 13G, as amended,  subject to the oversight of the JVLs
and  LCM's  obligations  to the Fund  under the  Seventh  Amended  and  Restated
Investment  Management  Agreement  of April  26,  2007,  as  amended,  restated,
modified  and/or  supplemented  from time to time.  Valens  SPV I is  managed by
Valens  Capital  Management,  LLC ("VCM").  Eugene Grin and David Grin,  through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment  power over the securities  owned by Valens
SPV I reported in this Schedule 13G, as amended.                                

SC 13G/A
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CUSIP No. 37936S109                                                             

Item 1(a).  Name of Issuer: Global Payment Technologies, Inc.                   

Item 1(b).  Address of Issuer's Principal Executive Offices:                    
425B Oser Avenue,                                       
Hauppauge, New York 11788                               

Item 2(a).  Name of Person Filing: Laurus Master Fund, Ltd. (In Liquidation)    

                  This  Schedule  13G,  as  amended,  is also filed on behalf of
            Laurus  Capital  Management,   LLC,  a  Delaware  limited  liability
            company,  Calliope  Capital  Corporation,  a  Delaware  corporation,
            Valens  Capital  Management,   LLC,  a  Delaware  limited  liability
            Company,   Valens   Offshore  SPV  I,  Ltd.,  an  exempted   company
            incorporated  with  limited  liability  under the laws of the Cayman
            Islands,  Eugene  Grin and David Grin.  Calliope  is a wholly  owned
            subsidiary  of Laurus  Master Fund,  Ltd. (In  Liquidation).  Laurus
            Master Fund, Ltd. (in Liquidation) is in voluntary liquidation under
            the supervision of the Grand Court of the Cayman Islands.  The Joint
            Voluntary  Liquidators  ("JVLs") are Chris Johnson and Russell Smith
            of Chris Johnson  Associates  Ltd. Laurus Capital  Management,  LLC,
            acting  through its  controlling  principals,  Eugene Grin and David
            Grin, provides investment management services to Laurus Master Fund,
            Ltd.  (in  Liquidation)  and its two feeder funds  concerning  their
            respective  assets,  including  securities owned by Calliope Capital
            Corporation  reported in this Schedule  13G, as amended,  subject to
            the  oversight  of the  JVLs and  Laurus  Capital  Management  LLC's
            obligations  to Laurus Master Fund, Ltd (In  Liquidation)  under the
            Seventh  Amended and  Restated  Investment  Management  Agreement of
            April 26, 2007, as amended,  restated,  modified and/or supplemented
            from time to time.  Valens  Capital  Management,  LLC manages Valens
            Offshore  SPV I, Ltd.  Eugene  Grin and David  Grin,  through  other
            entities,   are  the   controlling   principals  of  Valens  Capital
            Management,  LLC and share sole voting and investment power over the
            securities owned by Valens Offshore SPV I, Ltd.  Information related
            to  each  of  Laurus  Capital  Management,   LLC,  Calliope  Capital
            Corporation,  Valens Capital Management, LLC, Valens Offshore SPV I,
           Ltd., Eugene Grin and David Grin is set forth on Appendix A hereto.

Item 2(b).  Address of Principal Business Office or if none, Residence:         
c/o Laurus Capital Management, LLC,                     
335 Madison Avenue, 10th Floor, New York, NY 10017      

Item 2(c).  Citizenship: Cayman Islands                                         

Item 2(d).  Title of Class of Securities: Common Stock ("Common Stock")         

Item 2(e).  CUSIP Number: 37936S109                                             

Item 3.     Not Applicable                                                      

SC 13G/A
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Item 4.     Ownership:                                                          

       (a)   Amount Beneficially Owned: 505,058 shares of Common Stock

(b)   Percent of Class: 6.32%                           

(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:  505,058
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:
 505,058 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                      

SC 13G/A
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Item 10.    Certification:                                                      

            By signing  below, I certify 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 7,722,185 shares of the common stock, par value $0.01 per Share
(the  "Shares")  outstanding of Global  Payment  Technologies,  Inc., a Delaware
corporation (the "Company") as of August 12, 2008, as disclosed in the Company's
Quarterly  Report on Form 10-Q for the fiscal  period ended June 30, 2008. As of
December 31, 2008, Calliope Capital Corporation,  ("Calliope"),  Valens Offshore
SPV I, Ltd.  ("Valens SPV I", and together with the Calliope,  the  "Investors")
collectively held (i) a warrant (the "March Warrant") to acquire 200,000 Shares,
at an exercise  price of $4.87 per Share for the first 100,000  Shares  acquired
thereunder,  $5.28 per Share for the next 60,000 Shares  acquire  thereunder and
$5.68 for the remaining  40,000 shares acquired  thereunder,  subject to certain
adjustments,  (ii) a warrant (the "June  Warrant"  and  together  with the March
Warrant, the "Warrants") to acquire 75,000 Shares, at an exercise price of $0.01
per  Share,  subject to  certain  adjustments,  and (iii)  230,058  Shares.  The
Warrants contain an issuance limitation prohibiting Investors from exercising or
converting  those  securities to the extent that such  exercise  would result in
beneficial  ownership  by Investors of more than 9.99% of the Shares then issued
and  outstanding  (the "Issuance  Limitation").  The Issuance  Limitation may be
waived by Investors  upon at least 61 days prior notice to the Company and shall
automatically  become  null and  void  following  notice  to the  Issuer  of the
occurrence and during the  continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument).  Calliope is a wholly owned
subsidiary of Laurus Master Fund, Ltd. (In Liquidation)  (the "Fund").  The Fund
is in  voluntary  liquidation  under the  supervision  of the Grand Court of the
Cayman Islands.  The Joint Voluntary  Liquidators ("JVLs") are Chris Johnson and
Russell Smith of Chris Johnson  Associates Ltd. Laurus Capital  Management,  LLC
("LCM"), acting through its controlling principals,  Eugene Grin and David Grin,
provides  investment  management  services to the Fund and its two feeder  funds
concerning  their  respective  assets,  including  securities  owned by Calliope
reported in this Schedule 13G, as amended,  subject to the oversight of the JVLs
and  LCM's  obligations  to the Fund  under the  Seventh  Amended  and  Restated
Investment  Management  Agreement  of April  26,  2007,  as  amended,  restated,
modified  and/or  supplemented  from time to time.  Valens  SPV I is  managed by
Valens  Capital  Management,  LLC ("VCM").  Eugene Grin and David Grin,  through
other entities, are the controlling principals of Valens Capital Management, LLC
and share sole voting and investment  power over the securities  owned by Valens
SPV I reported in this Schedule 13G, as amended.                                

SC 13G/A
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CUSIP No. 37936S109                                                             

 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 MASTER FUND, LTD.(In Liquidation)
                          By: Laurus Capital Management, LLC
              its investment manager

      /s/ David Grin
              ----------------------
  David Grin
 Principal

SC 13G/A
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CUSIP No. 37936S109                                                             

APPENDIX A                                                                      

A.    Name:         Laurus Capital Management, LLC,                             
a Delaware limited liability company    

335 Madison Avenue, 10th Floor          
New York, New York 10017                
Place of                                                            
Organization: Delaware                                              

B.    Name:         Calliope Capital Corporation, a Delaware corporation        

335 Madison Avenue, 10th Floor          
New York, New York 10017                
Place of                                                            
Organization: Delaware                                              

C.    Name:         Valens Capital Management, LLC,                             
a Delaware limited liability company    

Address:      335 Madison Avenue, 10th Floor                        
New York, New York 10017                
Place of                                                            
Organization: Delaware                                              

D.    Name:         Valens Offshore SPV I, Ltd., an exempted                    
         company incorporated with limited liability under
the laws of the Cayman Islands          

Address:      c/o Valens Capital Management, LLC                    
335 Madison Avenue, 10th Floor          
New York, New York 10017                

Place of                                                            
Organization: Cayman Islands                                        

E.    Name:         David Grin                                                  

Business                                                            
Address:      335 Madison Avenue, 10th Floor                        
New York, New York 10017                

Principal                                                           
Occupation:   Principal of Laurus Capital Management, LLC and Valens
Capital Management, LLC                 

Citizenship:  Israel                                                

F.    Name:         Eugene Grin                                                 

Business                                                            
Address:      335 Madison Avenue, 10th Floor                        
New York, New York 10017                

Principal                                                           
Occupation:   Principal of Laurus Capital Management, LLC and       
Valens Capital Management, LLC          

Citizenship:  United States                                         

SC 13G/A
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CUSIP No. 37936S109                                                             

Each of Laurus Capital  Management,  LLC, Calliope Capital  Corporation,  Valens
Capital Management, LLC, Valens Offshore SPV I, Ltd., Eugene Grin and David Grin
hereby agree, 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.                                                                   

Calliope Capital Corporation                                                    

Laurus Capital Management, LLC                                                  

By:  Laurus Capital Management, LLC                                             
Individually and as investment manager                                          

/s/ David Grin                                                                  
-----------------------------------------                                       
David Grin                                                              
Principal                                                               
February 11, 2009                                                       

Valens Capital Management, LLC                                                  

Valens Offshore SPV I, Ltd.                                                     

By Valens Capital Management, LLC                                               
Individually and as investment manager                                          

/s/ David Grin                                                                  
-----------------------------------------                                       
David Grin                                                              
Authorized Signatory                                                    
February 11, 2009                                                       

/s/ David Grin                                                                  
-----------------------------------------                                       
David Grin                                                              
February 11, 2009                                                       

/s/ Eugene Grin                                                                 
-----------------------------------------                                       
Eugene Grin                                                             
February 11, 2009                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		2/11/09		12		14			SC 13G/A
		12/31/08		1		11
		8/12/08		2		11
		6/30/08		2		11			10-Q
		4/26/07		2		11
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