-----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, NIf7l2IYMmqR61T668hU2AeC4aGPC/QI4SiqK4To9uK3ouSWgzfs1SwVxpTcEf6K Q1ktwOvnfWk4TmPIyJbc+A== 0001104659-03-022610.txt : 20031010 0001104659-03-022610.hdr.sgml : 20031010 20031010164739 ACCESSION NUMBER: 0001104659-03-022610 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031010 GROUP MEMBERS: LAMPE, COWAY & CO. LLC GROUP MEMBERS: LC CAPITAL ADVISORS LLC GROUP MEMBERS: LC CAPITAL INTERNATIONAL LLC GROUP MEMBERS: LC CAPITAL PARTNERS, LP GROUP MEMBERS: RICHARD F. CONWAY GROUP MEMBERS: STEVEN G. LAMPE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBIX CORP CENTRAL INDEX KEY: 0001003111 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 133781263 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47401 FILM NUMBER: 03937435 BUSINESS ADDRESS: STREET 1: 139 CENTRE STREET CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2125945300 FORMER COMPANY: FORMER CONFORMED NAME: BELL TECHNOLOGY GROUP LTD DATE OF NAME CHANGE: 19951106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LC CAPITAL MASTER FUND LTD CENTRAL INDEX KEY: 0001222051 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O LAMPE CONWAY & CO LLC STREET 2: 730 FIFTH AVENUE STE 1002 CITY: NEW YORK STATE: NY ZIP: 10019-4105 BUSINESS PHONE: 2125818989 SC 13G 1 a03-3998_1sc13g.htm SC 13G

SEC 1745
(02-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

GLOBIX CORPORATION

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

37957F200

(CUSIP Number)

 

September 22, 2003

(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.

 



 

 

CUSIP No.  37957F200

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
LC Capital Master Fund, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

[     ]

 

 

(b)

[     ]

 

 

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
1,219,817

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,219,817

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,817

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.4%

 

 

12.

Type of Reporting Person
CO

 

2



 

CUSIP No.  37957F200

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
LC Capital Partners, LP

 

 

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
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,219,817

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,219,817

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,817

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.4%

 

 

12.

Type of Reporting Person
PN, HC

 

3



 

CUSIP No.  37957F200

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
LC Capital Advisors LLC

 

 

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
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,219,817

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,219,817

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,817

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.4%

 

 

12.

Type of Reporting Person
OO, HC

 

4



 

CUSIP No.  37957F200

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Lampe, Conway & Co. LLC

 

 

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
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,219,817

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,219,817

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,817

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.4%

 

 

12.

Type of Reporting Person
OO, IV

 

5



 

CUSIP No.  37957F200

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
LC Capital International LLC

 

 

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
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,219,817

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,219,817

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,817

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.4%

 

 

12.

Type of Reporting Person
OO, IA

 

6



 

CUSIP No.  37957F200

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Steven G. Lampe

 

 

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
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,219,817

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,219,817

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,817

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.4%

 

 

12.

Type of Reporting Person
IN

 

7



 

CUSIP No.  37957F200

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Richard F. Conway

 

 

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
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,219,817

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,219,817

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,817

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.4%

 

 

12.

Type of Reporting Person
IN

 

8



 

Item 1.

 

(a)

Name of Issuer
Globix Corporation  (hereinafter, the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
139 Centre Street, New York, NY 10013

 

Item 2.

 

(a)

Name of Person Filing

 

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, this Schedule 13G is filed on behalf of each of the reporting persons indicated in Item 1 of each of the cover pages of this Schedule 13G.  The information required by this paragraph is set forth in Item 1 of each of the cover pages of this Schedule 13G and is incorporated herein by reference.

 

(b)

Address of Principal Business Office or, if none, Residence

 

 

The information required by this paragraph is set forth on Annex A attached hereto and is incorporated herein by reference.

 

(c)

Citizenship

 

 

The information required by this paragraph is set forth in Item 4 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. 

 

(d)

Title of Class of Securities

 

 

Common Stock

 

(e)

CUSIP Number

 

 

37957F200

 

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).

 

9



 

 

(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

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

 

 

The information required by this paragraph is set forth in Item 9 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. 

 

 

LC Capital Master Fund, Ltd. (the “Master Fund”) directly holds 1,219,817 shares (the “Shares”) of the Issuer’s Common Stock, par value $0.01 per share.  The Shares were acquired in two separate transactions as follows: 770,646 shares were acquired on October 16, 2002 and 449,171 shares were acquired on September 22, 2003. 

 

 

LC Capital Partners, LP (“Partners”) may be deemed to control the Master Fund by virtue of Partners’ ownership of approximately 54.31% of the outstanding shares of the Master Fund.  Accordingly, Partners may be deemed to have a beneficial interest in the Shares.  In addition, since LC Capital Advisors LLC (“Advisors”) is the sole general partner of Partners, Advisors may also be deemed to have a beneficial interest in the Shares.  Each of Partners and Advisors disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein.

 

 

Lampe, Conway & Co. LLC (“LC&C”) acts as investment manager to Partners and the Master Fund pursuant to certain investment management agreements.  LC Capital International LLC (“International”) acts as investment advisor to the Master Fund pursuant to an investment advisory agreement.  Since LC&C and International share voting and dispositive power over the Shares by virtue of the aforementioned agreements

 

10



 

 

 

(the “Agreements”), LC&C and International may each be deemed to have a beneficial interest in the Shares.   Each of LC&C and International disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein.

 

 

Steven G. Lampe (“Lampe”) and Richard F. Conway (“Conway”) act as the sole managing members of each of Advisors, LC&C and International and each of Lampe and Conway may be deemed to control each such entity.  Accordingly, each of Lampe and Conway may be deemed to have a beneficial interest in the Shares by virtue of Advisors’ indirect deemed control of the Master Fund and LC&C’s and International’s respective power to vote and/or dispose of the Shares pursuant to the Agreements.  Each of Lampe  and Conway disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein.

 

(b)

Percent of class:   

 

 

The information required by this paragraph is set forth in Item 11 of each of the cover pages of this Schedule 13G and is incorporated herein by reference.  Such information is based upon 16,460,000 shares of Common Stock, par value $0.01 per share, outstanding as reflected in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2003 as filed with the Securities and Exchange Commission as of August 20, 2003.  The information in Item 4(a) above is incorporated herein by reference.

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

The information required by this subparagraph is set forth in Item 5 of each of the cover pages of this Schedule 13G and is incorporated herein by reference.  In addition, the information in Item 4(a) above is incorporated herein by reference.

 

 

(ii)

Shared power to vote or to direct the vote   

 

 

 

The information required by this subparagraph is set forth in Item 6 of each of the cover pages of this Schedule 13G and is incorporated herein by reference.  In addition, the information in Item 4(a) above is incorporated herein by reference.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

The information required by this subparagraph is set forth in Item 7 of each of the cover pages of this Schedule 13G and is incorporated herein by reference.  In addition, the information in Item 4(a) above is incorporated herein by reference.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

 

The information required by this subparagraph is set forth in Item 8 of each of the cover pages of this Schedule 13G and is incorporated herein by reference.  In addition, the information in Item 4(a) above is incorporated herein by reference.

 

11



 

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 Security Being Reported on By the Parent Holding Company or Control Person

The Master Fund directly acquired all of the Shares being reported on by Partners and Advisors.  Partners directly holds approximately 54.31% of the outstanding shares of the Master Fund and may be deemed to control the Master Fund.  Advisors is the sole general partner of Partners and may also be deemed to control the Master Fund.

 

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. 

 

12



 

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:  October  10, 2003

 

LC Capital Master Fund, Ltd.

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

       /s/ Richard F. Conway

 

 

 

 

Name:  Richard F. Conway

 

 

 

 

Title:  Director

 

 

 

 

 

Date:  October  10, 2003

 

LC Capital Partners, LP

 

 

 

 

 

 

 

 

By: 

LC Capital Advisors LLC,

 

 

 

 

its General Partner

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

       /s/ Richard F. Conway

 

 

 

 

Name:  Richard F. Conway

 

 

 

 

Title:  Managing Member

 

 

 

 

 

Date:  October  10, 2003

 

LC Capital Advisors LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

       /s/ Richard F. Conway

 

 

 

 

Name:  Richard F. Conway

 

 

 

 

Title:  Managing Member

 

 

 

 

 

Date:  October  10, 2003

 

Lampe, Conway & Co. LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

       /s/ Richard F. Conway

 

 

 

 

Name:  Richard F. Conway

 

 

 

 

Title:  Managing Member

 

 

 

 

 

Date:  October  10, 2003

 

LC Capital International LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

       /s/ Richard F. Conway

 

 

 

 

Name:  Richard F. Conway

 

 

 

 

Title:  Managing Member

 

13



 

Date:  October  10, 2003

 

 

  /s/ Steven G. Lampe

 

 

 

 

Steven G. Lampe

 

 

 

 

 

Date:  October  10, 2003

 

 

  /s/ Richard F. Conway

 

 

 

 

Richard F. Conway

 

14



 

ANNEX A

 

Address of Principal Business Office or, if none, Residence

 

LC Capital Master Fund, Ltd.

c/o Trident Fund Services (B.V.I.) Limited

P.O. Box 146

Waterfront Drive

Wickhams Cay

Road Town, Tortola

British Virgin Islands

 

LC Capital Partners, LP

680 Fifth Avenue, Suite 1202

New York, NY  10019

 

LC Capital Advisors LLC

680 Fifth Avenue, Suite 1202

New York, NY  10019

 

Lampe, Conway & Co. LLC

680 Fifth Avenue, Suite 1202

New York, NY  10019

 

LC Capital International LLC

680 Fifth Avenue, Suite 1202

New York, NY  10019

 

Steven G. Lampe

680 Fifth Avenue, Suite 1202

New York, NY  10019

 

Richard F. Conway

680 Fifth Avenue, Suite 1202

New York, NY  10019

 


EX-1 3 a03-3998_1ex1.htm EX-1

EXHIBIT 1

 

Agreement of Joint Filing

 

In accordance with Rule 13d-1(k)(1), promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13G, and any amendments thereto, with respect to the Common Stock, $0.01 par value per share, of Globix Corporation and that this Agreement may be included as an Exhibit to such filing.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of October 10, 2003.

 

 

 

 

LC Capital Master Fund, Ltd.

 

 

 

 

 

 

 

 

By:

/s/ Richard F. Conway

 

 

 

 

Name:  Richard F. Conway

 

 

 

Title:  Director

 

 

 

 

 

LC Capital Partners, LP

 

 

 

 

 

By:

LC Capital Advisors LLC,

 

 

 

 

its General Partner

 

 

 

 

 

By:

/s/ Richard F. Conway

 

 

 

 

Name:  Richard F. Conway

 

 

 

Title:  Managing Member

 

 

 

 

 

LC Capital Advisors LLC

 

 

 

 

 

 

 

 

By:

/s/ Richard F. Conway

 

 

 

 

Name:  Richard F. Conway

 

 

 

Title:  Managing Member

 



 

 

 

Lampe, Conway & Co. LLC

 

 

 

 

 

 

 

 

By:

/s/ Richard F. Conway

 

 

 

 

Name:  Richard F. Conway

 

 

 

Title:  Managing Member

 

 

 

 

 

LC Capital International LLC

 

 

 

 

 

 

 

 

By:

/s/ Richard F. Conway

 

 

 

 

Name:  Richard F. Conway

 

 

 

Title:  Managing Member

 

 

 

 

 

 

 

 

   /s/ Steven G. Lampe

 

 

 

Steven G. Lampe

 

 

 

 

 

 

 

 

   /s/ Richard F. Conway

 

 

 

Richard F. Conway

 

2


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