FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/13/2004 |
3. Issuer Name and Ticker or Trading Symbol
SUMMUS INC USA [ SUMU ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 8,661,500 | I | (note 1)(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Note | 05/13/2004 | 05/13/2007 | Common Stock | 7,143,000(2) | $3.57 | I | (Note 1)(1) |
Warrant | 10/02/2003 | 10/02/2008 | Common Stock | 1,250,000 | $0.35 | I | (Note 1)(1) |
Warrant | 10/07/2003 | 10/07/2008 | Common Stock | 500,000 | $0.035 | I | (Note 1)(1) |
Explanation of Responses: |
1. This statement is filed by: (i) Empire Capital Partners, L.P. ("Empire Capital"), with respect to the shares of Common Stock directly owned by it; (ii) Empire Capital GP, L.L.C. ("Empire GP"), as general partner of Empire Capital, with respect to the shares of Common Stock directly owned by Empire Capital; and (iii) Messrs. Fine and Richards as members of Empire GP, with respect to the shares of Common Stock directly owned by Empire Capital; Empire GP, as general partner of Empire Capital, has investment discretion over the securities directly owned by Empire Capital. Empire Capital, Empire GP, and Messrs. Fine and Richards each disclaims any beneficial ownership of any of the Issuer's securities to which this Form 3 relates for the purposes of the Securities Exchange Act of 1934, as amended (the "Act"), except as to such securities in which each such person may be deemed to have an indirect pecuniary interest pursuant to the Act. |
2. On October 2, 2003 and October 7, 2003, Empire Capital entered into private placements with Summus, Inc. ("Summus") to purchase, in the aggregate, (i) 3,500,000 shares of Common Stock and (ii) warrants convertible into 1,750,000 shares of Common Stock. On May 13, 2004, Empire Capital entered into a private placement with Summus, Inc. to purchase: (i) 3,571,500 shares of Common Stock, and (ii) a promissory note for $500,000 pursuant to which Empire Capital may convert the note into 3,571,500 shares of Common Stock, and an additional 3,571,500 shares of Common Stock in the event that Summus, Inc. meets certain financial criteria. |
/s/ Scott A. Fine, Member of Empire GP, L.L.C., general partner of Empire Capital Partners, L.P. | 05/21/2004 | |
/s/ Peter J. Richards, Member of Empire GP, L.L.C., general partner of Empire Capital Partners, L.P. | 05/21/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |