document13ga-021610.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
Information
to be included in statements filed pursuant
to
Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant
to 13d-2(b)
(AMENDMENT
NO.2)*
Document Capture
Technologies, Inc.
(Name
of Issuer)
Common Stock, par value
$.001
(Title
of Class of Securities)
25614C108
(CUSIP
Number)
December 31,
2009
(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 disclosures provided in a prior cover page.
The
information required on 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).
(Continued
on the Following Pages)
1. NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso
Private Opportunities Holding Fund Ltd.
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(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
247,709
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
247,709
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,709
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso
Multi-Strategy Holding Fund Ltd.
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(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
814,411
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
814,411
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
814,411
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [X]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso
Capital Management, L.P.
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(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
979,620
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
979,620
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,620
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [X]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99%
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso
GP, LLC
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(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
979,620
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
979,620
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,620
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [X]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99%
12. TYPE
OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Howard
I. Fischer
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(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
979,620
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
979,620
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,620
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [X]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99%
12. TYPE
OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip
Platek
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(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
979,620
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
979,620
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,620
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [X]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99%
12. TYPE
OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John
Lepore
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(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
979,620
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
979,620
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,620
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [X]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99%
12. TYPE
OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dwight
Nelson
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(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
979,620
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
979,620
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,620
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [X]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99%
12. TYPE
OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
statement is filed pursuant to Rule 13d-2(b) promulgated under the Securities
Exchange Act of 1934, as amended, with respect to the shares of common stock
(the "Common Stock") of Document Capture Technologies, Inc. (the "Issuer")
beneficially owned by the Reporting Persons identified below as of December 31,
2009, and amends and supplements the Schedule 13G originally filed on March 25,
2008, as previously amended (collectively, the "Schedule
13G"). Except as set forth herein, the Schedule 13G is
unmodified.
The
names of the persons filing this statement on Schedule 13G are (collectively,
the “Reporting Persons”):
|
·
|
Basso
Private Opportunities Holding Fund Ltd. (“Private Opportunities Holding
Fund”),
|
|
·
|
Basso
Multi-Strategy Holding Fund Ltd. (“Multi-Strategy Holding
Fund”),
|
|
·
|
Basso
Capital Management, L.P. (“BCM”),
|
|
·
|
Basso
GP, LLC (“Basso GP”),
|
BCM
is the investment manager of Private Opportunities Holding and Multi-Strategy
Holding Fund. Basso GP is the general partner of BCM. The
controlling persons of Basso GP are Howard Fischer, Philip Platek, John Lepore
and Dwight Nelson (each a “Controlling Person” and, collectively, the
“Controlling Persons”).
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:
Private
Opportunities Holding Fund individually beneficially owns 247,709 shares of
Common Stock, consisting of: (i) 165,209 shares of Common Stock, and (ii)
warrants (“Warrants”) exercisable for 82,500 shares of Common
Stock.
Multi-Strategy
Holding Fund individually beneficially owns 814,411 shares of Common Stock,
consisting of: (i) 588,732 shares of Common Stock, and (ii) Warrants exercisable
for 225,679 shares of Common Stock, subject to the Ownership Limitation (as
defined below).
BCM,
as the investment manager of Private Opportunities Holding Fund and
Multi-Strategy Holding Fund, is deemed to beneficially own the 979,620 shares of
Common Stock beneficially owned by them (consisting of 753,941 shares of Common
Stock and Warrants exercisable for 225,679 shares of Common Stock, subject to
the Ownership Limitation).
Basso
GP, as the general partner of BCM, is deemed to beneficially own the 979,620
shares of Common Stock beneficially owned by BCM.
Each
Controlling Person, in his capacity as a controlling person of Basso GP, is
deemed to beneficially own the 979,620 shares of Common Stock beneficially owned
by Basso GP.
Collectively,
the Reporting Persons beneficially own 979,620 shares of Common
Stock.
Private
Opportunities Holding Fund’s individual beneficial ownership of 247,709 shares
of Common Stock represents 1.3% of all the outstanding shares of Common
Stock.
Multi-Strategy
Holding Fund’s individual beneficial ownership of 814,411 shares of Common Stock
represents 4.1% of all the outstanding shares of Common Stock.
BCM’s,
Basso GP’s and each Controlling Person’s beneficial ownership of 979,620 shares
of Common Stock represents 4.99% of all the outstanding shares of Common
Stock.
Collectively,
the Reporting Persons beneficially own 979,620 shares of Common Stock
representing 4.99% of all the outstanding shares of Common Stock.
In
addition to the 753,941 shares of Common Stock beneficially owned by the
Reporting Persons, (i) Multi-Strategy Holding Fund owns Warrants exercisable for
292,500 shares of Common Stock and (ii) Private Opportunities Holding Fund owns
Warrants exercisable for 82,500 shares of Common Stock. However, in
accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as
amended, the number of shares of Common Stock into which the Warrants held by
Multi-Strategy Holding Fund and Private Opportunities Holding Fund are
exercisable are limited pursuant to the terms of the Warrants to that number of
shares of Common Stock which would result in the Reporting Persons having
aggregate beneficial ownership of 4.99% of the total issued and outstanding
shares of Common Stock (the "Ownership Limitation"). The Reporting
Persons disclaim beneficial ownership of any and all shares of Common Stock
issuable upon exercise of the Warrants if such exercise would cause the
Reporting Persons’ aggregate beneficial ownership to exceed or remain above the
Ownership Limitation.
(c) Number
of shares as to which such person has:
|
(i)
|
Sole
power to vote or to direct the vote
|
Not
applicable.
|
(ii)
|
Shared
power to vote or to direct the vote of shares of Common
Stock:
|
Private
Opportunities Holding Fund, BCM, Basso GP and each Controlling Person have the
shared power to vote or direct the vote of the 247,709 shares of Common Stock
individually beneficially owned by Private Opportunities Holding
Fund.
Multi-Strategy
Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to
vote or direct the vote of the 814,411 shares of Common Stock individually
beneficially owned by Multi-Strategy Holding Fund.
|
(iii)
|
Sole
power to dispose or to direct the disposition of shares of Common
Stock:
|
Not
applicable.
|
(iv)
|
Shared
power to dispose or to direct the disposition of shares of Common
Stock:
|
Private
Opportunities Holding Fund, BCM, Basso GP and each Controlling Person have the
shared power to dispose or to direct the disposition of the 247,709 shares of
Common Stock individually beneficially owned by Private Opportunities Holding
Fund.
Multi-Strategy
Holding Fund, BCM, Basso GP and each Controlling Person have the shared power to
dispose or to direct the disposition of the 814,411 shares of Common Stock
individually beneficially owned by Multi-Strategy Holding Fund.
ITEM
5. OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS.
If this statement is being filed to
report the fact that as of the date hereof the Reporting Persons have ceased to
be the beneficial owner of more than five percent of the class of securities,
check the following [X].
ITEM
10. CERTIFICATION.
By
signing below the undersigned certifies that, to the best of its or his
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.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief,
the
undersigned certifies that the information set forth in this statement
is
true,
complete, and correct.
Dated: February
16, 2010
BASSO
PRIVATE OPPORTUNITIES HOLDING FUND LTD.
BASSO
MULTI-STRATEGY HOLDING FUND LTD.
BASSO
CAPITAL MANAGEMENT, L.P. (“BCM”)
By:
Basso GP, LLC
By:
/s/ Howard Fischer
Howard
Fischer, as a member
of Basso GP, LLC, as General Partner of BCM (the investment manager
of
Basso Private Opportunities Holding Fund Ltd. and of Basso Multi-
Strategy Holding Fund Ltd.)
/s/
Howard Fischer
Howard Fischer, individually and
on behalf of Basso GP, LLC, as member
/s/
Philip Platek
Philip Platek
/s/
John Lepore
John Lepore
/s/
Dwight Nelson
Dwight Nelson