-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PS9PQU1ERMM+R2EhrIPKunvaHz0Z7yN2HfY55FOsBkGz4mIoU2nvjchmErU5bVc6 DIkShc3z6cUfDC9M90VPfg== 0000911420-07-000292.txt : 20070419 0000911420-07-000292.hdr.sgml : 20070419 20070416081147 ACCESSION NUMBER: 0000911420-07-000292 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070416 DATE AS OF CHANGE: 20070419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Halo Technology Holdings, Inc. CENTRAL INDEX KEY: 0001125052 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 880467845 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78304 FILM NUMBER: 07767186 BUSINESS ADDRESS: STREET 1: 151 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (212) 962-9277 MAIL ADDRESS: STREET 1: 151 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: WARP TECHNOLOGY HOLDINGS INC DATE OF NAME CHANGE: 20021017 FORMER COMPANY: FORMER CONFORMED NAME: ABBOTT MINES LTD DATE OF NAME CHANGE: 20000927 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESTVIEW CAPITAL MASTER LLC CENTRAL INDEX KEY: 0001303225 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 847-559-0060 MAIL ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13D 1 d238370900.txt AMENDMENT NO. 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 8) Under the Securities Exchange Act of 1934 HALO TECHNOLOGY HOLDINGS, INC. ------------------------------ (Name of Issuer) COMMON STOCK, $0.00001 PAR VALUE -------------------------------- (Title of Class of Securities) 40637E106 --------- (CUSIP Number) Adam Blonsky c/o Crestview Capital Master, LLC 95 Revere Drive, Suite A Northbrook, IL 60062 (847) 559-0060 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 14, 2007 -------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 40637E106 13D Page 2 of 5 Pages - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Crestview Capital Master, LLC - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |-| (b) |X| - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 Shares ------------------------------------------------------------- Beneficially 8. Shared Voting Power Owned by 8,816,413 (See Item 5) Each ------------------------------------------------------------- Reporting 9. Sole Dispositive Power Person With 0 - ------------------------------------------------------------------------------- 10. Shared Dispositive Power 8,816,413 (See Item 5) - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,816,413 (See Item 5) - ------------------------------------------------------------------------------- 12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - ------------------------------------------------------------------------------- 13.Percent of Class Represented by Amount in Row (11) 25.4%* - ------------------------------------------------------------------------------- 14.Type of Reporting Person (See Instructions) OO * Based upon 34,723,185 issued and outstanding shares of Common Stock, calculated as the sum of (i) 30,723,185 issued and outstanding shares of Common Stock as of February 1, 2007, as reported in the Issuer's Form 10-QSB for the fiscal quarter ended December 31, 2006 and filed on February 14, 2007 with the Securities and Exchange Commission, and (ii) 4,000,000 shares of Common Stock underlying the currently-convertible Subordinated Secured Promissory Note held by Crestview Capital Master, LLC. CUSIP No. 40637E106 13D Page 3 of 5 Pages - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Crestview Capital Partners, LLC - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |-| (b) |X| - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |X| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Illinois - ------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 Shares ------------------------------------------------------------- Beneficially 8. Shared Voting Power Owned by 8,816,413 (See Item 5) Each ------------------------------------------------------------- Reporting 9. Sole Dispositive Power Person With 0 - ------------------------------------------------------------------------------- 10. Shared Dispositive Power 8,816,413 (See Item 5) - ------------------------------------------------------------------------------- 11.Aggregate Amount Beneficially Owned by Each Reporting Person 8,816,413 (See Item 5) - ------------------------------------------------------------------------------- 12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - ------------------------------------------------------------------------------- 13.Percent of Class Represented by Amount in Row (11) 25.4%* - ------------------------------------------------------------------------------- 14.Type of Reporting Person (See Instructions) OO * Based upon 34,723,185 issued and outstanding shares of Common Stock, calculated as the sum of (i) 30,723,185 issued and outstanding shares of Common Stock as of February 1, 2007, as reported in the Issuer's Form 10-QSB for the fiscal quarter ended December 31, 2006 and filed on February 14, 2007 with the Securities and Exchange Commission, and (ii) 4,000,000 shares of Common Stock underlying the currently-convertible Subordinated Secured Promissory Note held by Crestview Capital Master, LLC. CUSIP No. 40637E106 13D Page 4 of 5 Pages This Amendment No. 8 ("Amendment No. 8") is being filed jointly by Crestview Capital Master, LLC ("Crestview") and Crestview Capital Partners, LLC ("Crestview Partners") (each, a "Reporting Person" and, collectively, the "Reporting Persons") and amends the Schedule 13D filed by the Reporting Persons on March 23, 2006, as amended by Amendment No. 1 thereto filed on March 23, 2006, as amended by Amendment No. 2 thereto filed on July 24, 2006, as amended by Amendment No. 3 thereto filed on July 28, 2006, as amended by Amendment No. 4 thereto filed on August 11, 2006, as amended by Amendment No. 5 thereto filed on December 20, 2006, as amended by Amendment No. 6 thereto filed on March 27, 2007, as amended by Amendment No. 7 thereto filed on April 6, 2007 (collectively, the "Schedule 13D"). Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION The response to Item 4 of the Schedule 13D is hereby amended by adding the following: On April 14, 2007, the Reporting Persons submitted (i) a follow up letter to the Issuer (the "Confirmation of Interest Letter") reiterating their desire to purchase the business of Empagio, Inc., a wholly owned subsidiary of the Issuer ("Empagio") and modifying the terms of the proposal letter previously delivered to the Issuer on April 6, 2007, and (ii) a modified proposal letter (the "Amended and Restated Proposal Letter," and collectively with the Confirmation of Interest Letter, the "Letters") outlining the proposed terms of such acquisition. The Letters are attached hereto as Exhibit 99.13 and Exhibit 99.14. The Reporting Persons can give no assurances that any transaction will proceed on the terms in the Letters or will be consummated at all. Except to the extent of the matters set forth in the Letters, the Reporting Persons do not have any plans or proposals with respect to Items a-j of Item 4 of Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The response to Item 7 of the Schedule 13D is hereby amended by replacing Exhibit 99.13 and adding Exhibit 99.14 as follows: Exhibit 99.13 Amended and Restated Proposal Letter to the Issuer, dated April 13, 2007. Exhibit 99.14. Confirmation of Interest Letter to the Issuer, dated April 13, 2007. CUSIP No. 40637E106 13D Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 15, 2007 CRESTVIEW CAPITAL MASTER, LLC By: CRESTVIEW CAPITAL PARTNERS, LLC, its sole Manager By: /s/ Daniel I. Warsh -------------------------------------- Name: Daniel I. Warsh Title: Manager CRESTVIEW CAPITAL PARTNERS, LLC By: /s/ Daniel I. Warsh -------------------------------------- Name: Daniel I. Warsh Title: Manager EXHIBIT INDEX Exhibit 99.13 Amended and Restated Proposal Letter to the Issuer, dated April 13, 2007. Exhibit 99.14 Confirmation of Interest Letter to the Issuer, dated April 13, 2007. EX-99.13 2 e238371882.txt CRESTVIEW CAPITAL PARTNERS, LLC April 13, 2007 VIA E-MAIL Halo Technology Holdings, Inc. (the "Company") 151 Railroad Avenue Greenwich, CT 06890 Attn: Mr. Rodney A. Bienvenu, Jr. Dear Ron: As we discussed with you in our recent meeting, we are continuing to carefully monitor Crestview Capital Master LLC's (the "Fund") investment in the Company. This letter is to inform you that the Fund, together with certain designees to be determined by us, would be interested in acquiring the business of the Company's wholly owned subsidiary, Empagio, Inc. ("Empagio"), as further described below (the "Transaction"). We are willing to pay aggregate consideration of $18 million for the Empagio business on a cash free, debt free basis, together with an appropriate working capital adjustment (to be mutually agreed to by the parties), and assuming our comfort with Empagio's liabilities, obligations, deferred revenue and overall financial position (all to be confirmed by us during our limited confirmatory due diligence period described below). We would pay such consideration in a combination of $11 million in cash, $2 million in assumption by Empagio of the Company's outstanding note currently held by the Fund, and an issuance of a promissory note for $5 million in cash over a three (3) to five (5) year period. Of course, such promissory note to the Company would be subordinate to, and the terms thereof would be subject to agreement by, senior financing sources who we would seek to provide our debt financing. Subject to obtaining any necessary consents and approvals outside of our control, negotiation of mutually acceptable definitive transaction documents, and an acceptable fairness/valuation opinion (from a reputable financial advisory firm acceptable to us), we would envision signing such Transaction documents by April 30, 2007 and closing the Transaction within six (6) weeks from the date hereof, all of which will give us time to complete our confirmatory due diligence. Based on our current understanding of the business of Empagio, we believe that we can secure the appropriate financing for this acquisition during that period. Accordingly, we are prepared to begin working with the Company immediately, and to devote substantially time, effort and resources in an effort to accomplish the Transaction, all on the following terms and conditions: 1. The Company agrees that from the date hereof until 9:00 P.M., Chicago time, on April 30, 2007 (the "Exclusivity Period") neither the Company, Empagio, nor any subsidiary shall, directly or indirectly, nor any affiliate, subsidiary, stockholder, officer, director, employee, agent or representative of any of them, will (i) solicit, initiate or encourage discussions with, or the submission of bids, offers or proposals by, any person or entity with respect to the acquisition, issuance or sale of any debt, equity securities or other financial instruments of, or any assets of, or relating to, Empagio and/or any direct or indirect subsidiary thereof or any of their businesses, (ii) engage in discussions or negotiations concerning any such transaction or matter with, or provide any information with a view toward any such transaction or matter to, any person or entity other than us or the Fund, (iii) accept any offer or proposal for, or enter into any agreement relating to, any such transaction or matter or in any other way competitive with the Transaction or (iv) take any other action which is inconsistent with or adverse to the consummation of an acquisition of the business of Empagio by the Fund and its designees (any of the foregoing in clauses (i)-(iv) being an "Alternative Transaction"). During the Exclusivity Period, the Company shall immediately advise the Fund orally (and promptly thereafter in writing) of any inquiry or proposal by any party other than the Fund with respect to, or related to, Empagio, its securities or assets, or relating to an Alternative Transaction or any request for information in connection with an Alternative Transaction and the material terms and conditions of such inquiry, proposal or request. In addition, the Company and Empagio shall promptly submit to the Fund copies of all written materials it may receive with respect to any such Alternative Transaction. In the unlikely event that contrary to the parties expectations a Transaction agreement would not be executed by the end of the Exclusivity Period and the Fund is still proceeding in good faith with respect to a potential Transaction, such Exclusivity Period shall automatically be extended for an additional one week period. If the Company or Empagio enters into an agreement within six (6) months following the termination of the Exclusivity Period providing for an Alternative Transaction, or shall breach the terms of this Section 1, then, without limiting the Fund's right to seek damages or injunctive relief, the Company shall immediately pay by wire transfer of immediately available funds to such accounts as the Fund may designate, the sum of $900,000. 2. The Company shall reimburse us and the Fund for (or pay at the Fund's direction) all legal, transactional and due diligence costs associated with our and the Fund's efforts with respect to a Transaction. Such amount shall be payable upon request. 3. In connection with the possible Transaction, the Fund and its representatives shall be given reasonable access to, and information with respect to, the books and records of the Company and Empagio for the purpose of completing its diligence review of Empagio and its business. All information obtained by the parties and their respective representatives during the course of such review will be maintained by the parties and their representatives on a confidential basis in accordance with the terms of a to be executed confidentiality agreement, which the parties shall promptly negotiate and execute on a mutually acceptable basis following execution of this letter. While the parties desire to accomplish a Transaction, and have so indicated by signing below, the parties also agree and acknowledge, by signing below, that this letter simply constitutes an expression of such desire and that none of the parties shall be legally obligated to enter into a Transaction. Accordingly, unless definitive written agreements mutually acceptable to the parties providing for a Transaction are entered into (regardless of the reason for such agreements not so having been entered into), none of the parties hereto shall be under any obligation to the other irrespective of any negotiations, agreements or undertakings between, or actions taken by, such parties except as contemplated by paragraphs 1 and 2 above. This letter agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all other (if any) prior agreements and undertakings, both written and oral, between or among the parties with respect to the subject matter hereof. This letter agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. This letter agreement shall be 2 governed by, and construed in accordance with, the laws of the State of Illinois applicable to contracts executed in and to be performed in that State, except that matters which are solely defined by Chapter 78 of the Nevada Revised Statutes shall be governed thereby. The parties hereby consent to venue and jurisdiction in the courts of the State of Illinois. Should we or the Fund be required to enforce this agreement, each of us and the Fund shall be entitled to our attorneys' fees and other costs of enforcement. The Company agrees that the Fund shall be an express third party beneficiary with respect to this letter, and that the Fund shall have the right to enforce such provisions in its own name as if the Fund were a party hereto. You further agree that you shall not raise lack of privity or any other matter as a defense against the Fund seeking to enforce the provisions of this letter. Should the Company be interested in pursuing the contemplated Transaction with us in accordance with the foregoing, and if the Company is in agreement with the foregoing please execute and return a copy of this letter to us by 12:00 p.m., Chicago time, on Sunday, April 15, 2007. Sincerely, CRESTVIEW CAPITAL PARTNERS, LLC By: /s/ Daniel I. Warsh ------------------------------- Name: Daniel I. Warsh Title: Manager AGREED TO AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE, AND APPROVED BY THE BOARD OR DIRECTORS OF HALO TECHNOLOGIES, INC. FOR ALL PURPOSES, INCLUDING, WITHOUT LIMITATION, NEV. REV. STAT. ss. 78-411 - ss. 78-444, SUCH THAT ENTERING INTO THIS LETTER SHALL HAVE NO ADVERSE EFFECT ON CRESTVIEW CAPITAL PARTNERS, LLC OR THE FUND. HALO TECHNOLOGY HOLDINGS, INC. By:___________________________ Name: Title: 3 EX-99.14 3 e238371925.txt CRESTVIEW CAPITAL PARTNERS, LLC April 13, 2007 VIA E-MAIL Rodney A. Bienvenu, Jr. Halo Technology Holdings, Inc. (the "Company") 151 Railroad Avenue Greenwich, CT 06890 Dear Ron: This is a follow-up to our letter delivered Friday, April 6, 2007 (the "Proposal Letter") expressing the desire of Crestview Capital Master LLC (the "Fund"), together with certain designees to be determined by us, to acquire the business of the Company's wholly owned subsidiary, Empagio, Inc. ("Empagio"). We have yet to receive a formal reply from the Company and believe that you are unwilling to execute our Proposal Letter as submitted. Nonetheless, given our continuing interest in an Empagio transaction we are willing to proceed on the basis of the following revisions to our Proposal Letter: We are willing to pay aggregate consideration of $18 million for the Empagio business in a combination of $11 million in cash, $2 million in assumption by Empagio of the Company's outstanding note currently held by the Fund, and an issuance of a promissory note for $5 million in cash over a three (3) to five (5) year period, all as more fully described in the attached revised proposal letter. Notwithstanding that more than a week has passed since we submitted our Proposal Letter, we are still willing to devote substantial time, effort and resources to work to accomplish both a signing of the proposed transaction by April 30, 2007 and a closing shortly thereafter. In this regard, we can assure you that with access to appropriate financial information to enable us to undertake our confirmatory due diligence, we would be committed to moving as quickly as possible with respect to a potential transaction. In particular, we believe that with access to appropriate financial information we would quickly be able to confirm the purchase price referenced above. And, given our current investment position in the Company, our knowledge as to the Company's business, and the assistance we are receiving from a respected industry leader in connection with our investment in the Company, and in particular the Empagio opportunity, we would be surprised if anyone else could bring as much certainty of closure to the Company in finalizing due diligence and negotiating and closing an acquisition of the business of Empagio. As a current significant common stockholder and note holder, we believe that our modified proposal is quite favorable to the Company -- both in terms of aggregate consideration to be paid and immediate cash payment to help the Company address what is clearly a difficult liquidity situation -- and we fully expect the Company, its Board of Directors and its officers to live up to all applicable duties to us and to all other stakeholders to fully explore the proposed transaction with us. In order to expedite work on our proposed transaction, we have included a revised version of our Proposal Letter, modified to encompass the matters set forth above, for your execution and return to us, no later than the 12:00 p.m. Chicago time, Sunday, April 15, 2007. We look forward to hearing from you shortly. Sincerely, CRESTVIEW CAPITAL PARTNERS, LLC By: /s/ Daniel I. Warsh ------------------------------- Name: Daniel I. Warsh Title: Manager 2 -----END PRIVACY-ENHANCED MESSAGE-----