-----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, S4stXJ6rJ45avlQL567OJ4RwqnSPEJW+CQwtHEmluvSlw3Jlef5/hwawC2ZCC6tR gj84Qvg8JILUipLhFk4FNw== 0001141218-03-000025.txt : 20030211 0001141218-03-000025.hdr.sgml : 20030211 20030210185730 ACCESSION NUMBER: 0001141218-03-000025 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030211 GROUP MEMBERS: DAVID F. FIRESTONE GROUP MEMBERS: MERCATOR MOMENTUM FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IRVINE SENSORS CORP/DE/ CENTRAL INDEX KEY: 0000357108 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330280334 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-34769 FILM NUMBER: 03548322 BUSINESS ADDRESS: STREET 1: 3001 REDHILL AVE CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145498211 MAIL ADDRESS: STREET 1: 3001 REDHILL AVE STREET 2: BLDG 3 STE 104 CITY: COSTA MESA STATE: CA ZIP: 92626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCATOR ADVISORY GROUP LLC CENTRAL INDEX KEY: 0001218181 IRS NUMBER: 300021359 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 555 S. FLOWER ST. STREET 2: SUITE 4500 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2135338288 MAIL ADDRESS: STREET 1: 555 SOUTH FLOWER ST. STREET 2: SUITE 4500 CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13G 1 mercator13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* IRVINE SENSORS CORPORATION -------------------------- (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 463664 50 8 ------------ (CUSIP Number) December 23, 2002 ----------------------------------------------------- (Date of Event Which Requires Filing of this Statement) [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) SCHEDULE 13G CUSIP No. 463664 50 8 Page 2 of 10 Pages - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 Mercator Momentum Fund, L.P. (the "Fund") EIN:03-0021366 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------- OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON 838,930 WITH ------------------------------------------------------------- BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON ------------------------------------------------------------- WITH 8 SHARED DISPOSITIVE POWER 838,930 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 838,930 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- SCHEDULE 13G CUSIP No. 463664 50 8 Page 3 of 10 Pages - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 Mercator Advisory Group, LLC ("MAG") EIN: 300021359 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------- OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON 838,930, all of which are directly held by the Fund. MAG is the general partner of Fund. WITH ------------------------------------------------------------- BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON ------------------------------------------------------------- WITH 8 SHARED DISPOSITIVE POWER 838,930, all of which are directly held by the Fund. MAG is the general partner of Fund. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 838,930 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13G CUSIP No. 463664 50 8 Page 4 of 10 Pages - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 David F. Firestone - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------- OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON 838,930, all of which are directly held by the Fund. David F. Firestone is Managing Member of MAG. WITH ------------------------------------------------------------- BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON ------------------------------------------------------------- WITH 8 SHARED DISPOSITIVE POWER 838,930, all of which are directly held by the Fund. David F. Firestone is Managing Member of MAG. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 838,930 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Item 1. Issuer. (a) The name of the issuer is Irvine Sensors Corporation (the "Issuer"). (b) The address of the Issuer's principal executive office is 3001 Redhill Avenue, Building 4, Costa Mesa, CA 92626. Item 2. Reporting Person and Security. (a) The Reporting Person is Mercator Momentum Fund, L.P, a California limited partnership. The general partner of Mercator Momentum Fund, L.P. is Mercator Advisory Group, LLC, a California limited liability company. David F. Firestone is Managing Member of Mercator Advisory Group, LLC. (b) The business address of Mercator Momentum Fund, L.P., Mercator Advisory Group, LLC, and David F, Firestone is 555 S. Flower Street, Suite 4500, Los Angeles, CA 90071. (c) Mercator Momentum Fund, L.P. is a California limited partnership. Mercator Advisory Group, LLC, its general partner, is a California limited liability company. (d) The title of the class of securities to which this statement relates is the common stock, of the Issuer (the "Common Stock"). (e) The CUSIP number is 463664 50 8. Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); Page 5 of 10 Pages (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Not Applicable. Item 4. Ownership. Mercator Momentum Fund, L.P. (the "Fund") acquired 10,000 shares (or 100%) of the Issuer's series E Convertible Preferred Stock (the "Series E Stock"), which are convertible into between 800,000 and 1,411,675 shares of the Issuer's common stock (the "Conversion Shares"), pursuant to a subscription agreement dated December 23, 2002 between the Issuer and the Fund. The conversion ratio of the Series E Stock is not fixed, but adjusts depending on the market price at the time; however, under no circumstances will the Series E Stock convert into more than 1,411,675 Conversion Shares. Pursuant to the Series E Stock Certificate of Designations, the number of Conversion Shares issuable upon conversion is limited so that ownership of the Series E Stock cannot cause a holder of Series E Stock to become the beneficial owner of more than 9.99% of the Issuer's common stock. In addition, the Series E Stock is non voting and non transferable until converted. Pursuant to the same subscription agreement, the Issuer also issued the Fund a warrant (the "Warrant") to purchase up to 250,000 shares of the Issuer's common stock (the "Warrant Shares"). The Warrant has a term of three years and an exercise price of $2.04 per share. Pursuant to the terms of the Warrant, the maximum number of Warrant Shares issuable upon exercise of the Warrant (up to 250,000 shares), when aggregated with the number of Conversion Shares issuable upon conversion of the Series E Stock must be no greater than 19.99% of the Issuer's common stock as of the date of exercise. The Warrant may not be exercised until 60 days after all of the Series E Stock has been converted. Consequently, the Fund is not deemed the beneficial owner of the Warrant Shares at this time. Pursuant to the subscription agreement, the Issuer agreed to register the Conversion Shares and the Warrant Shares. Mercator Advisory Group, LLC ("MAC") is the general partner of the Fund and David Firestone, as the Managing Member of MAC, has voting and investment control over these shares. Item 5. Ownership of Five Percent or Less of a Class. If this Schedule is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [__] Not Applicable. Page 6 of 10 Pages Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. If a parent holding company or control person has filed this Schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this Schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Not Applicable. Item 8. Identification and Classification of Members of the Group. If a group has filed this Schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this Schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. Not Applicable. Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not Applicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 7 of 10 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. Date: January 23, 2003 MERCATOR MOMENTUM FUND, L.P. By: MERCATOR ADVISORY GROUP, LLC, its general partner By: /s/ David F. Firestone ____________________________________ David F. Firestone, Managing Member Date: January 23, 2003 MERCATOR ADVISORY GROUP, LLC By: /s/ David F. Firestone _____________________________________ David F. Firestone, Managing Member Date: January 23, 2003 /s/ David F. Firestone _________________________________________ David F. Firestone Page 8 of 10 Pages EXHIBIT INDEX Exhibit A Agreement of Joint Filing Page 9 of 10 Pages EXHIBIT A --------- AGREEMENT OF JOINT FILING The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Securities Exchange Act of 1934 the Schedule 13G, dated January 23, 2003, containing the information required by Schedule 13G, for the shares of Common Stock issuable upon the conversion of Series E Preferred Stock and the exercise of Warrants of Irvine Sensors Corporation held by Mercator Momentum Fund, L.P., a California limited partnership and with respect to Mercator Advisory Group, LLC, a California limited liability corporation, the general partner, and such other holdings as may be reported therein. Dated: January 23, 2003 MERCATOR MOMENTUM FUND, L.P. By: MERCATOR ADVISORY GROUP, LLC, its general partner By: /s/ David F. Firestone ____________________________________ David F. Firestone, Managing Member MERCATOR ADVISORY GROUP, LLC By: /s/ David F. Firestone _____________________________________ David F. Firestone, Managing Member Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----