<SEC-DOCUMENT>0001393825-13-000017.txt : 20130206
<SEC-HEADER>0001393825-13-000017.hdr.sgml : 20130206
<ACCEPTANCE-DATETIME>20130206162057
ACCESSION NUMBER: 0001393825-13-000017
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20130206
DATE AS OF CHANGE: 20130206
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MGT CAPITAL INVESTMENTS INC
CENTRAL INDEX KEY: 0001001601
STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794]
IRS NUMBER: 133758042
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-57417
FILM NUMBER: 13578099
BUSINESS ADDRESS:
STREET 1: 500 MAMARONECK AVENUE - SUITE 204
CITY: HARRISON
STATE: NY
ZIP: 10528
BUSINESS PHONE: (914) 630-7430
MAIL ADDRESS:
STREET 1: 500 MAMARONECK AVENUE - SUITE 204
CITY: HARRISON
STATE: NY
ZIP: 10528
FORMER COMPANY:
FORMER CONFORMED NAME: MEDICSIGHT INC
DATE OF NAME CHANGE: 20021113
FORMER COMPANY:
FORMER CONFORMED NAME: HTTP TECHNOLOGY INC
DATE OF NAME CHANGE: 20001016
FORMER COMPANY:
FORMER CONFORMED NAME: INTERNET HOLDINGS INC
DATE OF NAME CHANGE: 19980520
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Hudson Bay Capital Management LP
CENTRAL INDEX KEY: 0001393825
IRS NUMBER: 371511173
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-571-1244
MAIL ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P.
DATE OF NAME CHANGE: 20070320
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>MGT_SC13GA.txt
<DESCRIPTION>MGT CAPITAL INVESTMENTS INC SC13GA
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MGT Capital Investments, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
55302P202
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] 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 7 Pages
<Page>
<PAGE>
CUSIP No. 55302P202 13G/A Page 2 of 7 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
92,485 shares of Common Stock
1,000,000 shares of 6% Series A Convertible Preferred
stock convertible into 306,748 shares of Common Stock
(see Item 4)*
Warrants to purchase up to 613,496 shares of Common
Stock (see Item 4)*
Warrants to purchase up to 437,500 shares of Common
Stock (see Item 4)**
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
92,485 shares of Common Stock
1,000,000 shares of 6% Series A Convertible Preferred
stock convertible into 306,748 shares of Common Stock
(see Item 4)*
Warrants to purchase up to 613,496 shares of Common
Stock (see Item 4)*
Warrants to purchase up to 437,500 shares of Common
Stock (see Item 4)**
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,485 shares of Common Stock
1,000,000 shares of 6% Series A Convertible Preferred stock
convertible into 306,748 shares of Common Stock (see Item 4)*
Warrants to purchase up to 613,496 shares of Common Stock
(see Item 4)*
Warrants to purchase up to 437,500 shares of Common Stock
(see Item 4)**
-----------------------------------------------------------------------------
(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% (see Item 4)*, **
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these reported securities are subject
to a 4.99% blocker and the percentage set forth in row (11) gives effect to
such blocker. However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock
that would be issuable upon full exercise of such reported securities and
do not give effect to such blocker. Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving
effect to such blocker, is less than the number of securities reported in
rows (6), (8) and (9).
** As more fully described in Item 4, these reported securities are subject
to a 9.99% blocker and the percentage set forth in row (11) gives effect
to such blocker. However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock
that would be issuable upon full exercise of such reported securities and
do not give effect to such blocker. Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving
effect to such blocker, is less than the number of securities reported in
rows (6), (8) and (9).
<PAGE>
CUSIP No. 55302P202 13G/A Page 3 of 7 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
92,485 shares of Common Stock
1,000,000 shares of 6% Series A Convertible Preferred
stock convertible into 306,748 shares of Common Stock
(see Item 4)*
Warrants to purchase up to 613,496 shares of Common
Stock (see Item 4)*
Warrants to purchase up to 437,500shares of Common
Stock (see Item 4)**
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
92,485 shares of Common Stock
1,000,000 shares of 6% Series A Convertible Preferred
stock convertible into 306,748 shares of Common Stock
(see Item 4)*
Warrants to purchase up to 613,496 shares of Common
Stock (see Item 4)*
Warrants to purchase up to 437,500 shares of Common
Stock (see Item 4)**
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
92,485 shares of Common Stock
1,000,000 shares of 6% Series A Convertible Preferred stock,
convertible into 306,748 shares of Common Stock (see Item 4)*
Warrants to purchase up to 613,496 shares of Common Stock
(see Item 4)*
Warrants to purchase up to 437,500 shares of Common Stock
(see Item 4)**
-----------------------------------------------------------------------------
(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% (See Item 4)*, **
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these reported securities are subject to
a 4.99% blocker and the percentage set forth in row (11) gives effect to such
blocker. However, as more fully described in Item 4, the securities reported
in rows (6), (8) and (9) show the number of shares of Common Stock that would
be issuable upon full exercise of such reported securities and do not give
effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to
such blocker, is less than the number of securities reported in
rows (6), (8) and (9).
** As more fully described in Item 4, these reported securities are subject
to a 9.99% blocker and the percentage set forth in row (11) gives effect to
such blocker. However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock
that would be issuable upon full exercise of such reported securities and
do not give effect to such blocker. Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving
effect to such blocker, is less than the number of securities reported in
rows (6), (8) and (9).
<PAGE>
CUSIP No. 55302P202 13G/A Page 4 of 7 Pages
-----------------------------------------------------------------------------
This Amendment No. 1 (this 'Amendment') amends the statement on Schedule 13G
filed on June 1, 2012 (the 'Original Schedule 13G' and the Original 13G as
amended, the 'Schedule 13G') with respect to the shares of common stock, par
value $0.001 per share, (the 'Common Stock') of MGT Capital Investments,
Inc., a Delaware corporation (the 'Company'). Capitalized terms used herein
are not otherwise defined in this Amendment have the meanings set forth in
the Schedule 13G. This Amendment amends and restates Items 2, 3 and 4 in
their entirety as set forth below.
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Master Fund Ltd., Hudson Bay
Capital Management, L.P. (the 'Investment Manager') and Mr. Sander Gerber
('Mr. Gerber'), who are collectively referred to herein as 'Reporting
Persons.'
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of the Investment
Manager and Mr. Gerber is:
777 Third Avenue, 30th Floor
New York, NY 10017
The address of the principal business office of Hudson Bay Master
Fund Ltd. is:
Walkers SPV Limited, Walker House
PO Box 908GT, Mary Street
Georgetown, Grand Cayman
Cayman Islands
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each
Reporting Person hereto and is incorporated herein by reference for
each such Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.001 per share (the 'Common Stock')
Item 2(e) CUSIP Number
55302P202
CUSIP No. 55302P202 13G/A Page 5 of 7 Pages
-----------------------------------------------------------------------------
Item 3. If this statement is filed pursuant to ss.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) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(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) [ ] Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)
(J), please specify the type of institution: _____________________
<PAGE>
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth in Rows
(5)-(11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The Company's Prospectus Supplement filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(1) on January 16, 2013, indicates
that the total number of outstanding shares of Common Stock as of
January 7, 2013 was 3,251,187. The percentages set forth on Row ll of the
cover page for each Reporting Person is based on the Company's outstanding
shares of Common Stock and assumes the conversion of the reported shares of
6% Series A Preferred Stock (the 'Reported Preferred Stock') and the
exercise of the reported warrants (the 'Reported Warrants'), in each case
subject to the applicable Blocker (as defined below).
CUSIP No. 55302P202 13G/A Page 6 of 7 Pages
-----------------------------------------------------------------------------
Pursuant to the terms of the Reported Preferred Stock and certain of
the Reported Warrants to purchase up to 613,496 shares of Common Stock, the
Reporting Persons cannot convert or exercise any of the Reported Preferred
Stock or such Reported Warrants until such time as the Reporting Persons
would not beneficially own, after any such conversion or exercise, more
than 4.99% of the outstanding shares of Common Stock (the '4.99% Blocker')
and the percentage set forth in Row (11) of the cover page for each
Reporting Person gives effect to the 4.99% Blocker. Consequently, at this
time, the Reporting Persons are not able to convert or exercise all of the
Reported Preferred Stock and these Reported Warrants due to the 4.99% Blocker.
Pursuant to the terms of certain of the Reported Warrants to purchase up to
437,500 shares of Common Stock, the Reporting Persons cannot exercise any of
such Reported Warrants until such time as the Reporting Persons would not
beneficially own, after any such conversion or exercise, more than 9.99% of
the outstanding shares of Common Stock (the '9.99% Blocker' and together
with the 4.99% Blocker, a 'Blocker') and the percentage set forth in Row (11)
of the cover page for each Reporting Person gives effect to the 9.99% Blocker.
Consequently, at this time, the Reporting Persons are not able to exercise
all of these Reported Warrants due to the 9.99% Blocker.
The number of shares of Common Stock into which the Reported Preferred Stock
is convertible that is disclosed on rows (6), (8) and (9) of the Reporting
Persons' cover pages is determined based on the Conversion Price of $3.26
for every share of Reported Preferred Stock that is beneficially owned.
<PAGE>
CUSIP No. 55302P202 13G/A Page 7 of 7 Pages
-----------------------------------------------------------------------------
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.
Dated: February 6, 2013
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
DOC ID-18663566.2
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>