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Ownership Document |
Schema Version: X0202 |
Document Type: 3 |
Period of Report: 9/13/07 |
No Securities Owned: 0 |
Issuer: |
| Issuer CIK: 1323639 |
| Issuer Name: 180 Connect Inc. |
| Issuer Trading Symbol: CNCT |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1189294 |
| | Owner Name: LAURUS MASTER FUND LTD |
| Reporting Owner Address: |
| | Owner Street 1: C/O LAURUS CAPITAL MANAGEMENT, LLC |
| | Owner Street 2: 335 MADISON AVENUE, 10TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10017 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? Yes |
| | Other Text: Disclaimed Group |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1296341 |
| | Owner Name: LAURUS CAPITAL MANAGEMENT LLC |
| Reporting Owner Address: |
| | Owner Street 1: 335 MADISON AVENUE, 10TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10017 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? Yes |
| | Other Text: Disclaimed Group |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1413180 |
| | Owner Name: Valens U.S. SPV I, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 335 MADISON AVENUE, 10TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10017 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? Yes |
| | Other Text: Disclaimed Group |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1413179 |
| | Owner Name: Valens Capital Management, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 335 MADISON AVENUE, 10TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10017 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? Yes |
| | Other Text: Disclaimed Group |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1296339 |
| | Owner Name: GRIN DAVID |
| Reporting Owner Address: |
| | Owner Street 1: C/O LAURUS CAPITAL MANAGEMENT, LLC |
| | Owner Street 2: 335 MADISON AVENUE, 10TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10017 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? Yes |
| | Other Text: Disclaimed Group |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1296338 |
| | Owner Name: GRIN EUGENE |
| Reporting Owner Address: |
| | Owner Street 1: C/O LAURUS CAPITAL MANAGEMENT, LLC |
| | Owner Street 2: 335 MADISON AVENUE, 10TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10017 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? Yes |
| | Other Text: Disclaimed Group |
Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,908,407 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock Warrants (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 4.35 |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Exercise Date: |
| | | Value: 7/2/07 |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 7/2/12 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 591,023 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock Warrants (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 4.35 |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Exercise Date: |
| | | Value: 7/2/07 |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 7/2/12 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 8,977 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | | Nature of Ownership: |
| Value: By Valens U.S. SPV I, LLC |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock Warrants (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 4.01 |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Exercise Date: |
| | | Value: 8/24/07 |
| | Expiration Date: |
| | | Value: 8/24/12 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 250,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
Footnotes: |
| Footnote - F1: As of September 13, 2007, Laurus Master Fund, Ltd., a Cayman Islands corporation (the "Fund"), and Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S." and together with the Fund, the "Investors"), held (i) a warrant (the "July Warrant") to acquire 600,000 shares of the common stock, par value $0.0001 per share (the "Shares"), of 180 Connect Inc., a Delaware corporation (the "Company"), at an exercise price of $4.35 per Share, subject to certain adjustments, (ii) a warrant (the "August Warrant") to acquire 250,000 Shares, at an exercise price of $4.01 per Share, subject to certain adjustments, and (iii) 2,908,407 Shares. The July Warrant contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). |
| Footnote - F2: The Fund is managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens U.S. is managed by Valens Capital Management, LLC, a Delaware limited liability company ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM, and share sole voting and investment power over all securities of the Company held by the Investors. Thus, for the purposes of Reg. Section 240.13d-3, Valens U.S., LCM, VCM, Eugene Grin and David Grin may be deemed to be beneficial owners of more than 10% of the Shares. The Fund disclaims beneficial ownership of the securities reported herein held by Valens U.S., except to the extent of such person's pecuniary interest in Valens U.S., if any. Valens U.S. disclaims beneficial ownership of the securities reported herein held by the Fund, except to the extent of such person's pecuniary interest in the Fund, if any. |
| Footnote - F3: Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities reported herein except to the extent of such person's pecuniary interest in the Investors, if any. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. |
Owner Signature: |
| Signature Name: By: /s/ Eugene Grin, Director of Laurus Master Fund, Ltd. |
| Signature Date: 9/19/07 |
Owner Signature: |
| Signature Name: By: /s/ David Grin, Principal of Laurus Capital Management, LLC |
| Signature Date: 9/19/07 |
Owner Signature: |
| Signature Name: By: /s/ David Grin, Authorized Signatory of Valens U.S. SPV I, LLC |
| Signature Date: 9/19/07 |
Owner Signature: |
| Signature Name: By: /s/ Eugene Grin, Authorized Signatory of Valens U.S. SPV I, LLC |
| Signature Date: 9/19/07 |
Owner Signature: |
| Signature Name: By: /s/ David Grin, Principal of Valens Capital Management, LLC |
| Signature Date: 9/19/07 |
Owner Signature: |
| Signature Name: By: /s/ Eugene Grin, Principal of Valens Capital Management, LLC |
| Signature Date: 9/19/07 |
Owner Signature: |
| Signature Name: By: /s/ David Grin |
| Signature Date: 9/19/07 |
Owner Signature: |
| Signature Name: By: /s/ Eugene Grin |
| Signature Date: 9/19/07 |