-----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, I+EZz20ihnxhHxOU6dhJwaqPsUym/A9kKvveBv1EryjBCtJEhtpMt8sChY67nVNB aerTdaTQVk4A279yi09UXQ== 0000905718-08-000440.txt : 20080822 0000905718-08-000440.hdr.sgml : 20080822 20080822162930 ACCESSION NUMBER: 0000905718-08-000440 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080822 DATE AS OF CHANGE: 20080822 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: PSOURCE STRUCTURED DEBT LIMITED GROUP MEMBERS: VALENS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: VALENS OFFSHORE SPV I, LTD. GROUP MEMBERS: VALENS U.S. SPV I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICRO COMPONENT TECHNOLOGY INC CENTRAL INDEX KEY: 0000911149 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 410985960 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46153 FILM NUMBER: 081034872 BUSINESS ADDRESS: STREET 1: 2340 W COUNTY RD C CITY: ST PAUL STATE: MN ZIP: 55113-2528 BUSINESS PHONE: 6516974000 MAIL ADDRESS: STREET 1: 2340 W COUNTY RD C CITY: ST PAUL STATE: MN ZIP: 55113-2528 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS MASTER FUND LTD CENTRAL INDEX KEY: 0001189294 IRS NUMBER: 980337673 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125415800 SC 13G/A 1 micro13gam2.txt SC13GAM2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO. 2)* MICRO COMPONENT TECHNOLOGY, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 59479Q100 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) 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). CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): PSource Structured Debt Limited - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: Guernsey - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 3,783,901* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 3,783,901* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,783,901 - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 9.99% - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): CO - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 9, 2007, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, VOFF SPV I and the Fund, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "March 2004 Warrant") to purchase up to 400,000 Shares at an exercise price of $2.30 per Share for the first 200,000 Shares purchased thereunder, $2.50 per Share for the next 100,000 Shares acquired thereunder and $2.88 per Share for the remaining Shares acquired thereunder, subject in each case to certain adjustments, (iii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iv) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vii) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (viii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "Newer Warrants", and together with the Older Warrants, the "Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. The Fund and PSource are managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. THIS SCHEDULE 13G AMENDMENT NO. 2 IS FILED SOLELY TO CORRECT THE SECURITIES OF THE COMPANY OWNED BY THE INVESTORS AS OF DECEMBER 31, 2007 REPORTED IN THE SCHEDULE 13G AMENDMENT NO.1 WITH RESPECT TO THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2008. CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Laurus Master Fund, Ltd. 98-0337673 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: Cayman Islands - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 3,783,901* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 3,783,901* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,783,901 - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 9.99% - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): CO - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 9, 2007, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, VOFF SPV I and the Fund, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "March 2004 Warrant") to purchase up to 400,000 Shares at an exercise price of $2.30 per Share for the first 200,000 Shares purchased thereunder, $2.50 per Share for the next 100,000 Shares acquired thereunder and $2.88 per Share for the remaining Shares acquired thereunder, subject in each case to certain adjustments, (iii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iv) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vii) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (viii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "Newer Warrants", and together with the Older Warrants, the "Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. The Fund and PSource are managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. THIS SCHEDULE 13G AMENDMENT NO. 2 IS FILED SOLELY TO CORRECT THE SECURITIES OF THE COMPANY OWNED BY THE INVESTORS AS OF DECEMBER 31, 2007 REPORTED IN THE SCHEDULE 13G AMENDMENT NO.1 WITH RESPECT TO THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2008. CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Laurus Capital Management, LLC 13-4150669 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 3,783,901* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 3,783,901* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,783,901 - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 9.99% - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): OO - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 9, 2007, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, VOFF SPV I and the Fund, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "March 2004 Warrant") to purchase up to 400,000 Shares at an exercise price of $2.30 per Share for the first 200,000 Shares purchased thereunder, $2.50 per Share for the next 100,000 Shares acquired thereunder and $2.88 per Share for the remaining Shares acquired thereunder, subject in each case to certain adjustments, (iii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iv) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vii) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (viii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "Newer Warrants", and together with the Older Warrants, the "Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. The Fund and PSource are managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. THIS SCHEDULE 13G AMENDMENT NO. 2 IS FILED SOLELY TO CORRECT THE SECURITIES OF THE COMPANY OWNED BY THE INVESTORS AS OF DECEMBER 31, 2007 REPORTED IN THE SCHEDULE 13G AMENDMENT NO.1 WITH RESPECT TO THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2008. CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Valens U.S. SPV I, LLC 20-8903266 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 3,783,901* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 3,783,901* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,783,901 - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 9.99% - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): OO - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 9, 2007, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, VOFF SPV I and the Fund, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "March 2004 Warrant") to purchase up to 400,000 Shares at an exercise price of $2.30 per Share for the first 200,000 Shares purchased thereunder, $2.50 per Share for the next 100,000 Shares acquired thereunder and $2.88 per Share for the remaining Shares acquired thereunder, subject in each case to certain adjustments, (iii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iv) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vii) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (viii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "Newer Warrants", and together with the Older Warrants, the "Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. The Fund and PSource are managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. THIS SCHEDULE 13G AMENDMENT NO. 2 IS FILED SOLELY TO CORRECT THE SECURITIES OF THE COMPANY OWNED BY THE INVESTORS AS OF DECEMBER 31, 2007 REPORTED IN THE SCHEDULE 13G AMENDMENT NO.1 WITH RESPECT TO THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2008. CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Valens Offshore SPV I, Ltd. 98-0539781 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: Cayman Islands - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 3,783,901* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 3,783,901* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,783,901 - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 9.99% - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): OO - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 9, 2007, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, VOFF SPV I and the Fund, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "March 2004 Warrant") to purchase up to 400,000 Shares at an exercise price of $2.30 per Share for the first 200,000 Shares purchased thereunder, $2.50 per Share for the next 100,000 Shares acquired thereunder and $2.88 per Share for the remaining Shares acquired thereunder, subject in each case to certain adjustments, (iii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iv) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vii) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (viii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "Newer Warrants", and together with the Older Warrants, the "Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. The Fund and PSource are managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. THIS SCHEDULE 13G AMENDMENT NO. 2 IS FILED SOLELY TO CORRECT THE SECURITIES OF THE COMPANY OWNED BY THE INVESTORS AS OF DECEMBER 31, 2007 REPORTED IN THE SCHEDULE 13G AMENDMENT NO.1 WITH RESPECT TO THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2008. CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Valens Capital Management, LLC 20-8903345 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 3,783,901* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 3,783,901* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,783,901 - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 9.99% - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): OO - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 9, 2007, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, VOFF SPV I and the Fund, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "March 2004 Warrant") to purchase up to 400,000 Shares at an exercise price of $2.30 per Share for the first 200,000 Shares purchased thereunder, $2.50 per Share for the next 100,000 Shares acquired thereunder and $2.88 per Share for the remaining Shares acquired thereunder, subject in each case to certain adjustments, (iii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iv) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vii) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (viii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "Newer Warrants", and together with the Older Warrants, the "Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. The Fund and PSource are managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. THIS SCHEDULE 13G AMENDMENT NO. 2 IS FILED SOLELY TO CORRECT THE SECURITIES OF THE COMPANY OWNED BY THE INVESTORS AS OF DECEMBER 31, 2007 REPORTED IN THE SCHEDULE 13G AMENDMENT NO.1 WITH RESPECT TO THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2008. CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): David Grin - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: Israel - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 3,783,901* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 3,783,901* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,783,901 - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 9.99% - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 9, 2007, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, VOFF SPV I and the Fund, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "March 2004 Warrant") to purchase up to 400,000 Shares at an exercise price of $2.30 per Share for the first 200,000 Shares purchased thereunder, $2.50 per Share for the next 100,000 Shares acquired thereunder and $2.88 per Share for the remaining Shares acquired thereunder, subject in each case to certain adjustments, (iii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iv) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vii) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (viii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "Newer Warrants", and together with the Older Warrants, the "Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. The Fund and PSource are managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. THIS SCHEDULE 13G AMENDMENT NO. 2 IS FILED SOLELY TO CORRECT THE SECURITIES OF THE COMPANY OWNED BY THE INVESTORS AS OF DECEMBER 31, 2007 REPORTED IN THE SCHEDULE 13G AMENDMENT NO.1 WITH RESPECT TO THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2008. CUSIP No. 59479Q100 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Eugene Grin - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 0* -------------------------------------- (6) Shared Voting Power: 3,783,901* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 3,783,901* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,783,901 - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [X] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 9.99% - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 9, 2007, as disclosed on the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, VOFF SPV I and the Fund, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "March 2004 Warrant") to purchase up to 400,000 Shares at an exercise price of $2.30 per Share for the first 200,000 Shares purchased thereunder, $2.50 per Share for the next 100,000 Shares acquired thereunder and $2.88 per Share for the remaining Shares acquired thereunder, subject in each case to certain adjustments, (iii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iv) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vii) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (viii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "Newer Warrants", and together with the Older Warrants, the "Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. The Fund and PSource are managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. THIS SCHEDULE 13G AMENDMENT NO. 2 IS FILED SOLELY TO CORRECT THE SECURITIES OF THE COMPANY OWNED BY THE INVESTORS AS OF DECEMBER 31, 2007 REPORTED IN THE SCHEDULE 13G AMENDMENT NO.1 WITH RESPECT TO THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2008. CUSIP No. 59479Q100 Item 1(a). Name Of Issuer: Micro Component Technology, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 2340 West County Road C St. Paul, MN 55113-2528 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. This Schedule 13G, as amended, is also filed on behalf of Laurus Capital Management, LLC, a Delaware limited liability company, PSource Structured Debt Limited, a closed ended company incorporated with limited liability in Guernsey, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Offshore SPV I, Ltd., a Cayman Islands limited company, Valens Capital Management, LLC, a Delaware limited liability company, Eugene Grin and David Grin. Laurus Capital Management, LLC manages Laurus Master Fund, Ltd. and PSource Structured Debt Limited. Valens Capital Management, LLC manages Valens U.S. SPV I, LLC and Valens Offshore SPV I, Ltd. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by Laurus Master Fund, Ltd., PSource Structured Debt Limited, Valens Offshore SPV I, Ltd. and Valens U.S. SPV I, LLC reported on this Schedule 13G, as amended. Information related to each of Laurus Capital Management, LLC, Valens Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., PSource Structured Debt Limited, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or, if None, Residence: c/o Laurus Capital Management, LLC 335 Madison Avenue, 10th Floor New York, NY 10017 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock ("Common Stock") Item 2(e). CUSIP No.: 59479Q100 Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 3,783,901 (b) Percent of Class: 9.99% (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote 0* (ii) shared power to vote or to direct the vote 3,783,901* (iii) sole power to dispose or to direct the disposition of 0* (iv) shared power to dispose or to direct the disposition of 3,783,901* - ------------------- * Based on 37,876,889 shares of common stock par value $0.01 per share (the "Shares"), outstanding of Micro Component Technology, Inc., a Minnesota corporation (the "Company"), outstanding as of November 9, 2007, as disclosed on CUSIP No. 59479Q100 the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2007. As of December 31, 2007, Laurus Master Fund, Ltd. (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("VOFF SPV I") and Valens U.S. SPV I, LLC ("Valens US", and together with PSource, VOFF SPV I and the Fund, the "Investors"), collectively held (i) 2,367,067 Shares, (ii) a warrant (as amended, the "March 2004 Warrant") to purchase up to 400,000 Shares at an exercise price of $2.30 per Share for the first 200,000 Shares purchased thereunder, $2.50 per Share for the next 100,000 Shares acquired thereunder and $2.88 per Share for the remaining Shares acquired thereunder, subject in each case to certain adjustments, (iii) a warrant (as amended, the "January 2005 Warrant") to purchase up to 150,000 Shares at an exercise price of $0.67 per Share, subject to certain adjustments, (iv) a warrant (as amended, the "February 2006 Warrant") to purchase up to 1,860,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (v) an option (as amended, the "April 2005 Option" and together with the March 2004 Warrant, the January 2005 Warrant, and the February 2006 Warrant, the "Older Warrants") to purchase up to 785,084 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vi) a warrant (the "March 2007 Warrant") to purchase up to 5,000,000 Shares at an exercise price of $0.01 per Share, subject to certain adjustments, (vii) a warrant (the "First December Warrant") to acquire up to 1,977,949 Shares at an exercise price of $0.01 per share, subject to certain adjustments; (viii) a warrant (the "Second December Warrant") to purchase up to 399,745 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (ix) a warrant (the "Third December Warrant") to purchase up to 405,595 Shares at an exercise price of $0.01 per Share, subject to certain adjustments; (x) a warrant (the "Fourth December Warrant", and together with the March 2007 Warrant, the First December Warrant, the Second December Warrant and the Third December Warrant, the "Newer Warrants", and together with the Older Warrants, the "Warrants") to purchase up to 716,711 Shares at an exercise price of $0.01 per Share, subject to certain adjustments. Each of the Warrants contains an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation in the Warrants shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Issuance Limitation in the Warrants may also be waived upon at least 61 days' prior notice, but, in the case of the Older Warrants, may not be so waived unless at the time of delivery of such notice, no indebtedness of the issuer is outstanding to the Investors or any of their affiliates. The Fund and PSource are managed by Laurus Capital Management, LLC. Valens US and VOFF SPV I are managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. THIS SCHEDULE 13G AMENDMENT NO. 2 IS FILED SOLELY TO CORRECT THE SECURITIES OF THE COMPANY OWNED BY THE INVESTORS AS OF DECEMBER 31, 2007 REPORTED IN THE SCHEDULE 13G AMENDMENT NO.1 WITH RESPECT TO THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2008. CUSIP No. 59479Q100 Item 5. Ownership of Five Percent or Less of a Class: 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 Securities: Not Applicable Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable Item 10. Certification 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. CUSIP No. 59479Q100 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. August 21, 2008 ---------------------------------- Date LAURUS MASTER FUND, LTD. /s/ Eugene Grin ---------------------------------- Eugene Grin Director Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) CUSIP No. 59479Q100 APPENDIX A A. Name: PSource Structured Debt Limited, a closed ended company incorporated with limited liability in Guernsey Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Guernsey B. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware C. Name: Valens U.S. SPV I, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware D. Name: Valens Offshore SPV I Ltd., a Cayman Islands limited company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware E. Name: Valens Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware CUSIP No. 59479Q100 F. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Director of Laurus Master Fund, Ltd. Occupation: Principal of Laurus Capital Management, LLC and Valens Capital Management, LLC Citizenship: Israel G. Name: Eugene Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Director of Laurus Master Fund, Ltd. Occupation: Principal of Laurus Capital Management, LLC and Valens Capital Management, LLC Citizenship: United States CUSIP No. 59479Q100 Each of Laurus Capital Management, LLC, PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Capital Management, LLC Eugene Grin and David Grin hereby agree, by their execution below, that the Schedule 13G, as amended, to which this Appendix A is attached is filed on behalf of each of them, respectively. PSource Structured Debt Limited Laurus Capital Management, LLC Laurus Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - ----------------------------------------- Eugene Grin Principal August 21, 2008 Valens Offshore SPV I, Ltd. Valens U.S. SPV I, LLC Valens Capital Management, LLC By: Valens Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - ----------------------------------------- Eugene Grin Principal August 21, 2008 /s/ David Grin - ----------------------------------------- David Grin August 21, 2008 /s/ Eugene Grin - ----------------------------------------- Eugene Grin August 21, 2008 -----END PRIVACY-ENHANCED MESSAGE-----