-----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, KyXNrYxq5vhoBi52SK+yRI0crnv34qZWtmjzZmFpvWzHi7MX8IIH5SPdidAaqO8n op2voAopPh2BsZbsIjxiJA== 0001144204-09-013310.txt : 20090311 0001144204-09-013310.hdr.sgml : 20090311 20090311172217 ACCESSION NUMBER: 0001144204-09-013310 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090311 DATE AS OF CHANGE: 20090311 GROUP MEMBERS: THE CONCORDE GROUP, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zabala Craig A CENTRAL INDEX KEY: 0001320700 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (212) 566-8300 MAIL ADDRESS: STREET 1: P.O. BOX 360 STREET 2: GREENE STREET STATION CITY: NEW YORK STATE: NY ZIP: 10012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLACKHAWK CAPITAL GROUP BDC INC CENTRAL INDEX KEY: 0001294345 IRS NUMBER: 201031329 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81231 FILM NUMBER: 09673352 BUSINESS ADDRESS: STREET 1: 14 WALL STREET 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-566-8300 MAIL ADDRESS: STREET 1: 14 WALL STREET 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 v142556_sc13da.htm Unassociated Document
SCHEDULE 13D
 
CUSIP NO.  09236T 10 3
Page 1 of 7 Pages
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
BLACKHAWK CAPITAL GROUP BDC INC.
(Name of Issuer)
 
Common Shares, $0.00001 par value per share
(Title of Class of Securities)
 
09236T 10 3
(CUSIP Number)
 
Dr. Craig A. Zabala
Chairman, President and Chief Executive Officer
The Concorde Group, Inc.
14 Wall Street
New York, NY 10005

 
(212) 566-8300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
February 1, 2009
(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
NOTE: Schedules filed in proper format shall include a singed original and five copies of the schedule, including all exhibits. See § 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).
 


 
SCHEDULE 13D
 
     
CUSIP NO.  09236T 10 3
 
Page 2 of 7 Pages  

 
1. 
NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Craig A. Zabala
2. 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a) o
(b) x
3. 
SEC USE ONLY
4. 
SOURCE OF FUNDS*
PF
5. 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)  o
6. 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
SOLE VOTING POWER
2,432,500
8. 
SHARED VOTING POWER
10,317,591
9. 
SOLE DISPOSITIVE POWER
2,432,500
10. 
SHARED DISPOSITIVE POWER
10,317,591
11. 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: Craig A. Zabala:  2,432,500   
All Reporting Persons:  12,750,091
12. 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13. 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Craig A. Zabala:  7.49%     All Reporting Persons:  39.27%
14. 
TYPE OF REPORTING PERSON*
IN

 

 
SCHEDULE 13D
 
     
CUSIP NO.  09236T 10 3
 
Page 3 of 7 Pages  



1. 
NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Concorde Group, Inc.
2. 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a) o
(b) x
3. 
SEC USE ONLY
4. 
SOURCE OF FUNDS*
WC
5. 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
6. 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
SOLE VOTING POWER
10,317,591
8. 
SHARED VOTING POWER
-0-
9. 
SOLE DISPOSITIVE POWER
10,317,591
10. 
SHARED DISPOSITIVE POWER
-0-
11. 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
The Concorde Group, Inc.: 10,317,591     All Reporting Persons:  12,750,091
12. 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13. 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
The Concorde Group, Inc.: 31.78%                  All Reporting Persons:  39.27%
14. 
TYPE OF REPORTING PERSON*
CO


 
 
SCHEDULE 13D
 
     
CUSIP NO.  09236T 10 3
 
Page 4 of 7 Pages  

Item 1. Security and Issuer.
 
This amendment no. 2 ("Amendment") relates to the Common Stock, $0.00001 par value ("Common Stock") of Blackhawk Capital Group BDC Inc., a Delaware corporation (the “Issuer” or the "Company").  The principal executive offices of the Issuer are presently located at 14 Wall Street, 11th Floor New York, NY 10005.
 
Item 2. Identity and Background.
 
(a)  This Amendment is being filed jointly by Craig A. Zabala ("Zabala") and The Concorde Group, Inc. ("Concorde").  Zabala and Concorde are collectively referred to as the “Reporting Persons.”
 
(b)  The address of the principal business of the Reporting Persons is 14 Wall Street, 11th Floor, New York, NY 10005.
 
(c)  The principal business of Concorde is investment management.  Zabala’s principal business occupation is serving as President, Chief Executive Officer and Chairman of the Board of Concorde and of the Company, respectively.
 
(d)  None of the Reporting Persons has during the past five years been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
 
(e)  None of the Reporting Persons has during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)  Zabala is a citizen of the United States.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
On February 1, 2009, the Company granted to Zabala options to purchase 600,000 shares of Common Stock ("Options") pursuant to a Stock Option Agreement dated February 1, 2009 between the Company and Zabala ("Stock Option Agreement").  The Options are exercisable from February 1, 2009 to February 1, 2019 at an exercise price of $.40, and are subject to adjustment and to the terms and provisions of the Company's Stock Option Plan approved by the Board of Directors and stockholders of the Company in November 2009 and December 2009, respectively.
 
Item 4. Purpose of the Transaction.
 
The Reporting Persons currently hold their shares of Common Stock for investment purposes.
 
Although the Reporting Persons do not have any current plans other than as set forth herein, the Reporting Persons may in the future exercise any and all of their respective rights as holders of the Common Stock or otherwise.  More specifically, depending on their evaluation of various factors, including the investment potential of the Common Stock, the Company’s business prospects and financial position, other developments concerning the Company, the price level and availability of the Common Stock, available opportunities to acquire or dispose of the Common Stock, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities, developments relating to the business of Company and other factors deemed relevant, the Reporting Persons may take such actions with respect to their holdings in the Company as they deem appropriate in light of circumstances existing from time to time.  Such actions may include the purchase of additional shares of Common Stock through privately negotiated transactions with third parties or otherwise, or the sale at any time, through privately negotiated transactions with third parties or otherwise, of all or a portion of the shares now owned or hereafter acquired.
 
As of the date of this Amendment, except as set forth above, none of the Reporting Persons has any present plan or intention which may result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
 

SCHEDULE 13D
 
     
CUSIP NO.  09236T 10 3
 
Page 5 of 7 Pages  
 
Item 5. Interest in Securities of the Issuer.
 
(a)  Zabala is the beneficial owner of 1,732,500 shares of the Common Stock, and serves as custodian for two UTMA accounts for his nieces that own a total of 100,000 shares.  He also owns the 600,000 Options to purchase shares of Common Stock which are presently exercisable at an exercise price of $.40 per share.  These shares aggregate 2,432,500 shares and represent approximately 7.49% of the 32,467,484 shares of outstanding Common Stock of the Company as of March 10, 2009.  Concorde is the beneficial owner of 10,317,591 shares of Common Stock, representing approximately 31.78% of the 32,467,484 shares of outstanding Common Stock of the Company as of March 10, 2009.  By virtue of the fact that Zabala is Chairman, President, Chief Executive Officer and controlling stockholder of Concorde, Zabala may be deemed to share indirect beneficial ownership of the shares of Common Stock directly beneficially owned by Concorde.  Zabala disclaims beneficial ownership of such shares.
Concorde is the direct beneficial owner of 10,317,591 shares of Common Stock.  Such shares represent approximately 31.78% of the outstanding shares of Common Stock.
 
(b)  Zabala has the sole power to vote or direct the vote, and to dispose or direct the disposition of, 2,432,500 shares of Common Stock.  Concorde has the sole power to vote or direct the vote, and to dispose or direct the disposition of, the 10,317,591 shares of Common Stock beneficially owned by it.  By virtue of the fact that Zabala is the Chairman, President, Chief Executive Officer and controlling stockholder of Concorde, Zabala may be deemed to share the indirect power to vote and direct the disposition of the shares held by Concorde (10,317,591  shares) as well as the shares held under the two UTMA accounts by the Reporting Persons (100,000 shares) which add up to the amount of 10,417,591 shares of Common Stock.
 
(c)  No shares of Common Stock have been purchased by the Reporting Persons during the last 60 days.

 
 

 
 
SCHEDULE 13D
 
     
CUSIP NO.  09236T 10 3
 
Page 6 of 7 Pages  


SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct.
 
Dated: March 11, 2009    
  CRAIG A. ZABALA
 
 
 
 
 
 
     /s/ Craig A. Zabala
 
Craig A. Zabala
   
     
  THE CONCORDE GROUP, INC.
 
 
 
 
 
 
  By:   /s/ Craig A. Zabala
 
Name: Craig A. Zabala
  Title: President and Chief Executive Officer
 
 
 

 
 
SCHEDULE 13D
 
     
CUSIP NO.  09236T 10 3
 
Page 7 of 7 Pages  



EXHIBIT A - JOINT FILING STATEMENT
 
Pursuant to Rule 13d-1(k)(1), we, the undersigned, hereby express our agreement that the Schedule 13D for Blackhawk Capital Group BDC Inc. is filed on behalf of each of us.  This agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
 
Dated:  March 11, 2009
   
  CRAIG A. ZABALA
 
 
 
 
 
 
     /s/ Craig A. Zabala
 
Craig A. Zabala
   
     
  THE CONCORDE GROUP, INC.
 
 
 
 
 
 
  By:   /s/ Craig A. Zabala
 
Name: Craig A. Zabala
  Title: President and Chief Executive Officer
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