-----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, EcB607CBqXM8R5qnSPvGvED7SqN7Th7KhsfyMAHdKJ1ZapH81bf+Xz8gXjF2Iirc Paq/EmQMHh+/e0mxJ0ezKA== 0000911420-07-000352.txt : 20070503 0000911420-07-000352.hdr.sgml : 20070503 20070503092108 ACCESSION NUMBER: 0000911420-07-000352 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070503 DATE AS OF CHANGE: 20070503 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: 07813071 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/A 1 d238390901.txt AMENDMENT NO. 11 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 11) 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 30, 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) |_| - ------------------------------------------------------------------------------- 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. 11 ("Amendment No. 11") 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, as amended by Amendment No. 8 thereto filed on April 16, 2007, as amended by Amendment No. 9 thereto filed on April 18, 2007, as amended by Amendment No. 10 thereto filed on April 30, 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 the evening of April 30, representatives of the Company informed representatives of the Reporting Persons that the Company would be ceasing discussions with the Reporting Persons and breaching the April 17 Letter Agreement. The Company sent the attached letter to the Reporting Person later that evening. The letter is attached hereto as Exhibit 99.16. Since such time, the representatives of the Reporting Persons engaged in various discussions with representatives of the Company to discuss the Company's letter, including potential settlement. Although the parties discussed a settlement agreement and the Reporting Persons indicated their willingness to enter into such an agreement, the parties have thus far not executed one and one may not be executed. The Reporting Persons have not decided how to otherwise proceed or what other specific actions to take in light of the Company's letter, although the Reporting Persons remain willing to proceed with their efforts to accomplish the Transaction set forth in the April 17 letter. The Reporting Persons reserve all legal and other rights and remedies available to them with respect to any breaches with respect to the April 17 letter agreement, including by any third parties, or otherwise with respect to the Company or a transaction involving Empagio. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The response to Item 7 of the Schedule 13D is hereby amended by adding Exhibit 99.16 as follows: Exhibit 99.16. Letter from the Company to the Reporting Persons, dated April 30, 2007 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: May 3, 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 99.16 Letter from the Company to the Reporting Persons, dated April 30, 2007 EX-99.16 2 e238391137.txt LETTER AGREEMENT - CRESTVIEW LOI HALO TECHNOLOGY HOLDINGS, INC 200 RAILROAD AVENUE, THIRD FLOOR GREENWICH, CONNECTICUT 06830 April 30, 2007 VIA TELECOPY (847-559-5807) Crestview Capital Master, LLC 95 Revere Drive, Suite A Northbrook, Illinois, 60062 Re: LETTER AGREEMENT, DATED APRIL 17, 2007 (THE "CRESTVIEW LOI") Gentlemen: Reference is made to the Crestview LOI. Capitalized terms used herein and not defined herein will have the meanings ascribed to them in the Crestview LOI. The Company greatly appreciates the Fund's interest in Empagio and prior investment in and support of the Company, but as the Fund correctly pointed out in its April 30, 2007 letter to the Company's board of directors, delay in closing an Empagio transaction is likely to: o have a serious adverse effect on Empagio's customers; o greatly impact Empagio's employees; and o threaten the value of the Empagio business In an effort to minimize the damage to Empagio from continued delay and thereby maximize the value of Empagio for all of the Company's constituent interests (including the Fund), the Company is formally notifying the Fund that: 1. The Company and the Fund will be unable to reach agreement on definitive documents memorializing the Transaction for a variety of reasons, including but not limited to the amount of Transaction proceeds which would be available to pay down the Company's senior financing source. 2. The Company is terminating the Crestview LOI, and specifically terminating the Exclusivity Period without extending such Exclusivity Period for an additional week as provided in paragraph 1 of the Crestview LOI. 3. As a consideration for the Fund's efforts under the Crestview LOI and interest in Empagio, the Company will agree to reimburse the Fund for its reasonably documented fees and expenses in pursuing the Transaction (up to a maximum of $300,000) (the "Expense Reimbursement") so long as in connection with such Expense Reimbursement the Fund (and its affiliates) execute a termination and release agreement which (i) formally agrees to the termination of the Crestview LOI, and (ii) releases the Company and its directors, officers, advisors and affiliates from any and all actions, causes of action, in law or in equity, suits, debts, liens, liabilities, claims, demands, damages, punitive damages, losses, costs or expenses, and reasonable attorneys' fees of any nature whatsoever, including, without limitation, claims based upon breach of fiduciary or other duty, legal fault, misrepresentation or omission, negligence, offense, quasi-offense, contract, quasi-contract, whether fixed or contingent and including known, suspected or unknown claims related to the Crestview LOI, the Company's conduct during the period prior to termination of the Crestview LOI, or the termination of the Crestview LOI. If the Fund is interested in the proposal outlined in paragraph 3 above, please contact the undersigned to discuss a mutually satisfactory termination and release agreement and the Fund's fees and expenses incurred in pursuing the Transaction. Sincerely, HALO Technology Holdings, Inc. By: /s/ Ron Bienvenu ------------------------------------ Ron Bienvenu, CEO -----END PRIVACY-ENHANCED MESSAGE-----