-----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, Wk0y9u37iv9x4nvmfMk0UaC/EqWUcrHylKnVD7N4cPJRnEqXz1p74S2TB296ocX1 uj7Us+pnrvhkFwOnA2AE/A== 0001019056-09-000055.txt : 20090116 0001019056-09-000055.hdr.sgml : 20090116 20090116155949 ACCESSION NUMBER: 0001019056-09-000055 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090116 DATE AS OF CHANGE: 20090116 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VCAF GP, LLC GROUP MEMBERS: VISION CAPITAL ADVANTAGE FUND, L.P. GROUP MEMBERS: VISION CAPITAL ADVISORS, LLC GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BPO Management Services, Inc. CENTRAL INDEX KEY: 0000768892 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 232214195 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-38359 FILM NUMBER: 09531590 BUSINESS ADDRESS: STREET 1: 1290 N. HANCOCK ST. STREET 2: SUITE 200 CITY: ANAHEIM HILLS STATE: CA ZIP: 92807 BUSINESS PHONE: 7149742670 MAIL ADDRESS: STREET 1: 1290 N. HANCOCK ST. STREET 2: SUITE 200 CITY: ANAHEIM HILLS STATE: CA ZIP: 92807 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHAXIS INC DATE OF NAME CHANGE: 20000131 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENT AMERICAN CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 bpo_13g.txt SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* BPO Management Services, Inc. ------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.10 ------------------------------------------------------- (Title of Class of Securities) 05570D100 ------------------------------------------------------- (CUSIP Number) December 30, 2008 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * 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 the disclosures provided in a prior cover page. The information required in 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). Page 1 of 10 CUSIP No. 05570D100 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Adam Benowitz 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization United States NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 1,627,700 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER 1,627,700 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,627,700 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 9.99% 12. Type of Reporting Person (See Instructions) IN Page 2 of 10 CUSIP No. 05570D100 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital Management, LLC) 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 1,627,700 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER 1,627,700 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,627,700 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 9.99% 12. Type of Reporting Person (See Instructions) IA Page 3 of 10 CUSIP No. 05570D100 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Vision Opportunity Master Fund, Ltd. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER See Item 4 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER See Item 4 9. Aggregate Amount Beneficially Owned by Each Reporting Person See Item 4 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) See Item 4 12. Type of Reporting Person (See Instructions) CO Page 4 of 10 CUSIP No. 05570D100 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Vision Capital Advantage Fund, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER See Item 4 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER See Item 4 9. Aggregate Amount Beneficially Owned by Each Reporting Person See Item 4 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) See Item 4 12. Type of Reporting Person (See Instructions) PN Page 5 of 10 CUSIP No. 05570D100 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) VCAF GP, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER See Item 4 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 0 PERSON WITH: 8. SHARED DISPOSITIVE POWER See Item 4 9. Aggregate Amount Beneficially Owned by Each Reporting Person See Item 4 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) See Item 4 12. Type of Reporting Person (See Instructions) OO Page 6 of 10 Item 1. (a) The name of the issuer is BPO Management Services, Inc. (the "Issuer"). (b) The principal executive offices of the Issuer are located at 1290 N. Hancock Street, Suite 200, Anaheim Hills, California 92807. Item 2. (a) This Statement is being filed by (i) Vision Opportunity Master Fund, Ltd., a Cayman Islands company (the "Master Fund"), (ii) Vision Capital Advisors, LLC, a Delaware limited liability company (formerly known as Vision Opportunity Capital Management, LLC) (the "Investment Manager"), (iii) Vision Capital Advantage Fund, L.P., a Delaware limited partnership ("VCAF"; and, together with the Master Fund, "Funds"), (iv) VCAF GP, LLC, a Delaware limited liability company ("General Partner"), which servers as the general partner of VCAF, and (v) Adam Benowitz, the Managing Member of the Investment Manager (all of the foregoing, collectively, the "Filers"). The principal business of each of the Master Fund and VCAF is that of a private investment vehicle engaged in investing and trading in a wide variety of securities and financial instruments for its own account. The principal business of the Investment Manager is providing investment management services to the Master Fund, VCAF and other investment vehicles. The principal business of the General Partner is serving as the general partner of VCAF. Mr. Benowitz's principal occupation is serving as the Managing Member of the Investment Manager. The Funds directly own all of the shares reported in this Statement. Mr. Benowitz and the Investment Manager (and VCAF GP, with respect to the shares owned by VCAF,) may be deemed to share with the Master Fund and VCAF voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than those owned directly by such Filer. (b) The principal business office of the Master Fund is: c/o Citi Hedge Fund Services (Cayman) Limited P.O. Box 1748 Cayman Corporate Centre 27 Hospital Road, 5th Floor Grand Cayman KY1-1109 Cayman Islands The principal business office of each of VCAF, VCAF GP, the Investment Manager and Mr. Benowitz is: 20 West 55th Street, 5th Floor New York, New York 10019 USA (c) For citizenship information see Item 4 of the cover page of each Filer. (d) This Statement relates to the Common Stock, par value $0.10 per share, of the Issuer (the "Common Stock"). (e) The CUSIP Number of the Common Stock is listed on the cover pages hereto. Page 7 of 10 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-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 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations 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 240.13d-1(b)(1)(ii)(J). Not applicable. Item 4. Ownership. The Master Fund and VCAF collectively have the ability to acquire 1,627,700 shares of Common Stock within 60 days through the exercise or conversion of derivative securities and thus beneficially own 1,627,700 shares of Common Stock, representing 9.99% of all of the Issuer's outstanding Common Stock. The foregoing is based on 14,665,588 shares of Common Stock outstanding, as reported in and after giving effect to, the merger described in the Issuer's Proxy Statement on Schedule 14A filed on November 28, 2008, which merger was consummated on December 30, 2008. Item 5. Ownership of Five Percent or Less of a Class. If this statement 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. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Page 8 of 10 Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. (a) Not applicable. (b) 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 9 of 10 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: January 16, 2009 ADAM BENOWITZ VISION CAPITAL ADVISORS, LLC VISION OPPORTUNITY MASTER FUND, LTD. VCAF GP, LLC VISION CAPITAL ADVANTAGE FUND, L.P. By: /s/ Adam Benowitz ------------------------------------- Adam Benowitz, for himself, as Managing Member of the Investment Manager, as Managing Member of VCAF GP (for itself and on behalf of VCAF), and as a Director of the Master Fund Page 10 of 10 EXHIBIT INDEX Exhibit No. Document 1 Joint Filing Agreement Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.10 per share, of BPO Management Services, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement. Dated: January 16, 2009 ADAM BENOWITZ VISION CAPITAL ADVISORS, LLC VISION OPPORTUNITY MASTER FUND, LTD. VCAF GP, LLC VISION CAPITAL ADVANTAGE FUND, L.P. By: /s/ Adam Benowitz ------------------------------------- Adam Benowitz, for himself, as Managing Member of the Investment Manager, as Managing Member of VCAF GP (for itself and on behalf of VCAF), and as a Director of the Master Fund -----END PRIVACY-ENHANCED MESSAGE-----