Globalscape Inc - Statement of Ownership (SC 13G)
14 Février 2008 - 10:34PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment
No. 2)*
GlobalSCAPE,
Inc.
(Name of
Issuer)
Common
Stock par value $0.001 per share
|
(Title of
Class of Securities)
37940G109
(CUSIP
Number)
(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)
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þ
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Rule
13d-1(c)
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¨
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Rule
13d-1(d)
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*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).
SCHEDULE
13G
CUSIP
NO. 37940G109
|
Page 2 of
6
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Michael
A. Roth and Brian J. Stark, as joint filers pursuant to Rule
13d-1(k)
|
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
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þ
¨
|
3
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SEC
USE ONLY
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
1,118,668
shares of Common Stock (See Item 4)
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
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SHARED
DISPOSITIVE POWER
1,118,668
shares of Common Stock (See Item 4)
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,118,668
shares of Common Stock (See Item 4)
|
10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
|
CERTAIN
SHARES
|
þ
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
(See Item 4)
|
12
|
TYPE
OF REPORTING PERSON
IN
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SCHEDULE
13G
CUSIP
NO. 37940G109
|
Page 3 of
6
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Item
1(a).
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Name
of Issuer:
|
|
|
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GlobalSCAPE,
Inc. (the “Issuer”).
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|
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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|
|
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6000
Northwest Parkway, Suite 100
|
|
San
Antonio, Texas 78249
|
|
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Items
2(a),
(b)
and (c).
|
Name of Persons Filing
,
Address of Principal
Business Office and
Citizenship:
|
|
|
|
This
Amendment No. 2 to Schedule 13G is being filed on behalf of Michael A.
Roth and Brian J. Stark, as joint filers (collectively, the “Reporting
Persons”).
|
|
|
|
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of
which is filed with this Amendment No. 2 to Schedule 13G as Exhibit 1,
pursuant to which the Reporting Persons have agreed to file this Amendment
No. 2 to Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
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|
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The
principal business office of the Reporting Persons is 3600 South Lake
Drive, St. Francis, WI 53235. The Reporting Persons are
citizens of the United States of America.
|
|
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Item
2(d).
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Title
of Class of Securities:
|
|
|
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Common
Stock, par value $0.001 per share (the “Common Stock”)
|
|
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Item
2(e).
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CUSIP
Number:
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|
|
|
37940G109
|
|
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Item
3.
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Not
applicable.
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Item
4.
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Ownership.
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(a)
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Amount
beneficially owned:
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|
|
|
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1,118,668
shares of Common Stock*
|
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SCHEDULE
13G
CUSIP
NO. 37940G109
|
Page 4 of
6
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(b)
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Percent
of class:
|
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Based
on 17,315,785 shares of Common Stock outstanding as of November 13, 2007,
as reported in the Issuer’s Quarterly Report on Form 10-Q for the period
ended September 30, 2007, the Reporting Persons hold approximately 6.5%*
of the issued and outstanding Common Stock of the
Issuer.
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|
|
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(c)
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Number
of shares to which such person has:
|
|
|
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(i)
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Sole
power to vote or direct the vote: 0
|
|
|
|
|
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(ii)
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Shared
power to vote or direct the vote: 1,118,668 shares of Common
Stock*
|
|
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|
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(iii)
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Sole
power to dispose or to direct the disposition of: 0
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|
|
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(iv)
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Shared
power to dispose of or direct the disposition of: 1,118,668 shares of
Common Stock*
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*The
Reporting Persons beneficially own an aggregate of 1,118,668 shares of
Common Stock. The foregoing amount of Common Stock and
percentage ownership represent the combined indirect holdings of Michael
A. Roth and Brian J. Stark. The Common Stock reported in this
Amendment No. 2 to Schedule 13G does not include 480,000 shares of Common
Stock issuable upon the exercise of warrants held by the Reporting
Persons. Such warrants held by the Reporting Persons are
subject to exercise caps that preclude the holder thereof from utilizing
its exercise rights to the extent that it would beneficially own
(determined in accordance with Section 13(d) of the Exchange Act) in
excess of 4.99% and 9.99% of the Common Stock, giving effect to such
exercise.
|
|
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All
of the foregoing represents an aggregate of 1,118,668 shares of Common
Stock held directly by SF Capital Partners Ltd. ("SF
Capital"). The Reporting Persons are the Managing Members of
Stark Offshore Management LLC ("Stark Offshore"), which acts as investment
manager and has sole power to direct the management of SF
Capital. Through Stark Offshore, the Reporting Persons possess
voting and dispositive power over all of the foregoing
shares. Therefore, for the purposes of Rule 13d-3 under the
Exchange Act, the Reporting Persons may be deemed to be the beneficial
owners of, but hereby disclaim such beneficial ownership of, the foregoing
shares.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
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Not
applicable
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SCHEDULE
13G
CUSIP
NO. 37940G109
|
Page 5 of
6
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
applicable
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported By the Parent Holding Company.
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Not
applicable
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable
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Item
9.
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Notice
of Dissolution of a Group.
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Not
applicable
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Item
10.
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Certification.
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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.
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SCHEDULE
13G
CUSIP
NO. 37940G109
|
Page 6 of
6
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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.
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Dated:
February 14, 2008
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/s/ Michael A. Roth
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Michael
A. Roth
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/s/ Brian J. Stark
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Brian
J. Stark
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