0001079973-15-000524.txt : 20150804 0001079973-15-000524.hdr.sgml : 20150804 20150804171537 ACCESSION NUMBER: 0001079973-15-000524 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150804 DATE AS OF CHANGE: 20150804 GROUP MEMBERS: JUSTIN B BORUS GROUP MEMBERS: LAZARUS INVESTMENT PARTNERS LLLP GROUP MEMBERS: LAZARUS MACRO MICRO PARTNERS LLLP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTHENTIDATE HOLDING CORP CENTRAL INDEX KEY: 0000885074 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 141673067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54235 FILM NUMBER: 151026506 BUSINESS ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 9087871700 MAIL ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 FORMER COMPANY: FORMER CONFORMED NAME: BITWISE DESIGNS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lazarus Management Co LLC CENTRAL INDEX KEY: 0001531964 IRS NUMBER: 331042318 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3200 CHERRY CREEK SOUTH DRIVE STREET 2: SUITE 670 CITY: DENVER STATE: CO ZIP: 80209 BUSINESS PHONE: 303-500-8821 MAIL ADDRESS: STREET 1: 3200 CHERRY CREEK SOUTH DRIVE STREET 2: SUITE 670 CITY: DENVER STATE: CO ZIP: 80209 SC 13D/A 1 adat_scd13da.htm SCHEDULE 13D/A adat_scd13da2-082812.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 10)
 
Under the Securities Exchange Act of 1934

Authentidate Holding Corp.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
052666104
  
  (CUSIP Nubmer)  
 
Adam D. Averbach, Esq.
c/o Lazarus Management Company LLC
3200 Cherry Creek South Drive, Suite 670
Denver, CO  80209
(303) 500-8821
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 31, 2015
(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o
 
 
 
SCHEDULE 13D
 
CUSIP No. 052666104
 
1.
 NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
 Lazarus Management Company LLC  
 33-1042318
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)   o
 (b)   x
3.
 SEC USE ONLY
4.
 SOURCE OF FUNDS
 
 PF, OO
5.
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 x
6.
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Colorado
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 SOLE VOTING POWER
 
 14,763,708
8.
 SHARED VOTING POWER
 
 0
9.
 SOLE DISPOSITIVE POWER
 
 14,763,708
10.
 SHARED DISPOSITIVE POWER
 
 0 
11.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 14,763,708
12.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
13.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 29.5%
14.
 TYPE OF REPORTING PERSON
 
 IA

 
2
SCHEDULE 13D
CUSIP No. 052666104
 
1.
 NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
 Justin B. Borus 
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)   o
 (b)   x
3.
 SEC USE ONLY
4.
 SOURCE OF FUNDS
 
 PF, OO
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 SOLE VOTING POWER
 
 14,763,708
8.
 SHARED VOTING POWER
 
 0
9.
 SOLE DISPOSITIVE POWER
 
 14,763,708
10.
 SHARED DISPOSITIVE POWER
 
 0 
11.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 14,763,708
12.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
13.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 29.5% 
14.
 TYPE OF REPORTING PERSON
 
 IN/HC

 
 
3
SCHEDULE 13D
 
CUSIP No. 052666104

 
1.
 NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
 Lazarus Investment Partners LLLP 
 56-2347695
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)   o
 (b)   x
3.
 SEC USE ONLY
4.
 SOURCE OF FUNDS
 
 PF, OO
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 SOLE VOTING POWER
 
 14,756,208
8.
 SHARED VOTING POWER
 
 0
9.
 SOLE DISPOSITIVE POWER
 
 14,756,208
10.
 SHARED DISPOSITIVE POWER
 
 0 
11.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 14,756,208
12.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
13.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 29.5% 
14.
 TYPE OF REPORTING PERSON
 
 PN 

4
SCHEDULE 13D
 
CUSIP No. 052666104
 
1.
 NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
 Lazarus Macro Micro Partners LLLP
 45-5573575
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)   o
 (b)   x
3.
 SEC USE ONLY
4.
 SOURCE OF FUNDS
 
 PF, OO
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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 SOLE VOTING POWER
 
 7,500
8.
 SHARED VOTING POWER
 
 0
9.
 SOLE DISPOSITIVE POWER
 
 7,500
10.
 SHARED DISPOSITIVE POWER
 
 0 
11.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 7,500
12.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
13.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 0% 
14.
 TYPE OF REPORTING PERSON
 
 PN 

 
5
 
Explanatory Note

 
This Amendment No. 10 amends and supplements the statement on Schedule 13D originally filed by Lazarus Management Company LLC ("Lazarus Management"), Justin B. Borus and Lazarus Investment Partners LLLP ("Lazarus Partners") on August 28, 2012, as amended from time to time (the "Schedule 13D").  This Schedule 13D is also filed on behalf of Lazarus Macro Micro Partners LLLP ("Macro Micro Partners" and collectively with Lazarus Management, Mr. Borus and Lazarus Partners, the "Reporting Persons").  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.  The information set forth in response to each Item below shall be deemed to be a response to all Items where such information is relevant.

Item 3.  Source and Amount of Funds or Other Consideration.

The responses to Items 4, 5 and 6 of the Schedule 13D are incorporated herein by reference.

Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

On July 31, 2015, Lazarus Partners entered into a note amendment agreement with the Issuer amending the promissory note originally issued on April 24, 2015, as amended, in the principal amount of $500,000 that was scheduled to mature on July 31, 2015.  Pursuant to the amendment, the maturity date was extended to August 15, 2015.  No other material terms were modified.

Item 5.  Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby supplemented by adding the following:

Reference is made to Items 7, 9, 11 and 13 of pages 2-5 of this Schedule 13D, which items are incorporated by reference.  The securities reported on this Schedule 13D that are held by Lazarus Partners consist of 6,680,461 shares of common stock, warrants to purchase an additional 6,233,634 shares of common stock and 200,000 shares of Series D Preferred Stock that are convertible into 1,842,113 shares of common stock.  The securities reported on this Schedule 13D that are held by Macro Micro Partners consist of 7,500 shares of common stock.  The calculation of percentage of beneficial ownership in Item 13 of pages 2-5 was calculated using information from Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 20, 2015, in which the Issuer stated that there were 41,964,118 shares of common stock outstanding as of May 15, 2015.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information disclosed in Item 4 above is incorporated herein by reference.

Item 7.  Material to Be Filed as Exhibits.

Exhibit A:
   
Joint Filing Agreement, dated as of August 4, 2015, by and among Lazarus Investment Partners LLLP, Lazarus Macro Micro Partners LLLP, Lazarus Management Company LLC and Justin B. Borus.
 
Exhibit B:
  
Note Amendment Agreement dated July 31, 2015
 
 
 
6
 
 
 
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:  August 4, 2015.


LAZARUS INVESTMENT PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its General Partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager
 
 
LAZARUS MACRO MICRO PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its General Partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager
 
LAZARUS MANAGEMENT COMPANY LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager
 
 
/s/ Justin B. Borus
Justin B. Borus
 
 

 
7
 
 EX-99.A 2 ex_a.htm EXHIBIT A
 
Exhibit A

JOINT FILING AGREEMENT
 
 
 
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock, par value $0.001 per share, of Authentidate Holding Corp., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
 
Dated:  August 4, 2015
 
 
 
LAZARUS INVESTMENT PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its General Partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager
 
 
LAZARUS MACRO MICRO PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its General Partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager
 
LAZARUS MANAGEMENT COMPANY LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager
 
 
/s/ Justin B. Borus
Justin B. Borus




 
 
1
 EX-99.B 3 ex_b.htm EXHIBIT B
 
Exhibit B
 
 
NOTE AMENDMENT AGREEMENT

This NOTE AMENDMENT AGREEMENT (this "Amendment"), dated as of July 31, 2015 (the "Effective Date"), is entered into by and among AUTHENTIDATE HOLDING CORP., a Delaware corporation (the "Company") and Lazarus Investment Partners LLLP, the holder (the "Holder") of the Prior Note (as such term is defined below).

WHEREAS, the Company has issued to the Holder a promissory note in the aggregate principal amount of $500,000 (the "Prior Note") with a maturity date of July 31, 2015 (the "Maturity Date");

WHEREAS, the Company seeks Holder's consent to further modify and extend the Maturity Date of the Prior Note to the date specified hereinafter and, in consideration thereof, the Company and the Holder have agreed to the additional terms set forth herein.
 
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged the Company and the Holder agree as follows:

SECTION 1.     Definitions. As used herein, terms that are defined herein shall have the meanings as so defined, and terms not so defined shall have the meanings as set forth in the Prior Note.

SECTION 2.     Amendments to the Prior Note. The Prior Note shall be amended as follows:

(a) The Prior Note is hereby amended to modify the definition of the term "Maturity Date" such that from and after the Effective Date of this Amendment, the term "Maturity Date" shall mean August 15, 2015.

SECTION 3.     No Defaults. The Company and Holder, by execution of this Amendment, each hereby represent and warrant to the other, that as of the date hereof, no Event of Default has occurred under the Prior Note and no Event of Default exists or is continuing with respect to the Prior Note.

SECTION 4.     Effect of Amendment. Upon the Effective Date of this Amendment, (i) the applicable portions of this Amendment shall be a part of the Prior Note and the Prior Note shall incorporate the provisions of Section 2 hereof, and (ii) each reference in the Prior Note to "this Note", "this Agreement", "hereof", "hereunder", or words of like import, and each reference in any other document or agreement to the Prior Note shall mean and be a reference to the Prior Note as amended hereby.  Except as expressly amended hereby, the Prior Note (as it may have previously been amended) shall remain in full force and effect in accordance with its terms, and is hereby ratified and confirmed by the parties hereto.

SECTION 5.     Consent. Each of the Holder and the Company hereby consents to the terms of the amendments to the Prior Note contained in this Amendment.  This Amendment is not intended to serve as, and shall not be construed by operation of law or otherwise, as a novation of the Prior Note.

SECTION 6.    Representations and Warranties. Each of the parties hereto represents and warrants that it is duly incorporated or otherwise organized, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its formation, that it has all requisite power and authority to enter into this Amendment and that this Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation. The Holder further represents and warrants that (i) it is the beneficial or record owner of the Prior Note originally issued to it, free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances and (ii) such Holder has not assigned any interest in the Prior Note.
 

 
1

SECTION 7.     Governing Law; Miscellaneous.

(a)   This Amendment shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of law. Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment. This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.

(b)   Each Holder hereby represents that it is the owner of the Prior Note issued to it and that such Prior Note has not been assigned, pledged or otherwise transferred. Each Holder agrees that this Amendment shall be affixed by each Holder to its Prior Note and become a part thereof.

(c)   This Amendment contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior arrangements and understandings between the parties, either written or oral, with respect to its subject matter. No provision of this Amendment may be waived, modified, supplemented or amended except in a written instrument signed by the Company and the Holder. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the rights at a later time to enforce the same. No waivers of or exceptions to any term, condition, or provision of this Amendment, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition, or provision. This Amendment shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

(d)   Each Holder has been advised and had the opportunity to consult with an attorney or other advisor prior to executing this Amendment. The undersigned Holder understands, confirms and agrees that counsel to the Company and its counsel are not acting as counsel to the Holder and the undersigned Holder has not relied upon any legal advice except as provided by its own counsel.



Signature Page Follows.
 
 
 
2
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized representatives, as of the date first set forth above

AUTHENTIDATE HOLDING CORP.


By:  /s/ Ian C. Bonnet          
Name: Ian C. Bonnet
Title:  Chief Executive Officer


ACCEPTED AND AGREED:

HOLDER:  LAZARUS INVESTMENT PARTNERS LLLP



By: /s/ Justin Borus            
Name:  Justin Borus
Title:   Manager

Principal Amount of Prior Note: $500,000.00

 
 
 
 
3