UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)*
Spectrum Sciences and Software Holdings Corp.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
84764A 10 7
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(CUSIP Number)
Morris Orens, Esq.
Swidler Berlin Shereff Friedman, LLP
405 Lexington Avenue
New York, New York 10174
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(212) 973-0111
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 22, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*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).
Page 1 of 10 sequentially numbered pages
SCHEDULE 13D
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CUSIP NO. 84764A 10 7 PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
BG CAPITAL GROUP LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BAHAMAS
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7 SOLE VOTING POWER 2,305,001
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Number of Shares 8 SHARED VOTING POWER N/A
Beneficially Owned by
Each Reporting ------------------------------------------------------------------------------------
Person with 9 SOLE DISPOSITIVE POWER 2,305,00
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10 SHARED DISPOSITIVE POWER N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,305,001
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE 13D
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CUSIP NO. 84764A 10 7 PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
ROBERT GENOVESE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ?
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
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7 SOLE VOTING POWER 2,305,001
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Number of Shares 8 SHARED VOTING POWER
Beneficially Owned by
Each Reporting -------------------------------------------------------------------------------------
Person with 9 SOLE DISPOSITIVE POWER 2,305,001
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,305,001
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ?
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE AND THE SIGNATURE ATTESTATION.
This Schedule 13D is filed by BG Capital Group Ltd., a Bahamas
corporation ("BG Capital") and Robert Genovese ("Genovese" and together with BG
Capital, the "Reporting Persons").
ITEM 1. SECURITY AND ISSUER
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Securities: Common Stock, par value $0.0001 per share
Issuer: Spectrum Sciences and Software Holdings Corp.
911 Hill Avenue NW
Fort Walton Beach, FL 32548
ITEM 2. IDENTITY AND BACKGROUND.
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(a), (b) BG Capital Group Ltd. Robert Genovese
Slot #2000 A.P. 59223 c/o BG Capital Group Ltd.
Nassau, Bahamas Slot #2000 A.P. 59223
Nassau, Bahamas
(c) Genovese's principal occupation is to act as a private
investor. As the sole stockholder of BG Capital, Genovese has sole voting and
dispositive power over shares of Common Stock owned by BG Capital.
(d), (e) During the last five years, the Reporting Persons (i)
have not been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors); and (ii) have not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding were or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) BG Capital is a Bahamian corporation. Robert Genovese is
a Canadian citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The information contained in Item 4 is incorporated by
reference into this Item 3.
ITEM 4. PURPOSE OF TRANSACTION
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During 2003 and 2004, Genovese had acted as a consultant to
the Issuer and had made loans to the Issuer to meet its operating expenses. For
such services, Genovese and a firm he owns received interest on such loans and
stock options as described in greater detail below.
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On March 11, 2004, the Issuer and Genovese entered into a
consulting agreement (the "Consulting Agreement"), pursuant to which Genovese
received an option to purchase 9,000,000 shares of Common Stock at an exercise
price of the lesser of $1.65 or the fair market value of the shares at the time
of exercise. A copy of the Consulting Agreement is attached as Exhibit 10.2 to
the Current Report on Form 8-K filed by the Issuer with the Securities and
Exchange Commission on March 12, 2004 and is incorporated herein by reference.
On April 16, 2004, the Issuer and Genovese entered into an amended and restated
consulting agreement (the "Amended and Restated Consulting Agreement"), pursuant
to which Genovese received, in addition to the aforementioned option: (i) an
option to purchase 9,000,000 shares of Common Stock at an exercise price equal
to the greater of $1.95 or sixty percent (60%) of the closing price of the
Common Stock on the day immediately preceding Genovese's notice to exercise; and
(ii) an option to purchase 5,000,000 shares of Common Stock at an exercise price
of the lesser of $1.65 or the fair market value of the shares at the time of
exercise (such options, together with the option granted pursuant to the
Consulting Agreement, are referred to herein as the "Options"). A copy of the
Amended and Restated Consulting Agreement is attached as Exhibit 10.1 to the
Current Report on Form 8-K filed by the Issuer with the Securities and Exchange
Commission on April 21, 2004 and is incorporated herein by reference. The
Options referenced in the Amended and Restated Consulting Agreement were granted
in separate stock option agreements, both dated April 20, 2004. Copies of such
stock option agreements are attached as Exhibits 10.1 and 10.2 to the Quarterly
Report on Form 10-QSB filed by the Issuer with the Securities and Exchange
Commission on May 24, 2004 and are incorporated herein by reference. Pursuant to
the Consulting Agreement and the Amended and Restated Consulting Agreement, the
shares of Common Stock issuable upon exercise of the Options (the "Option
Shares") are subject to Form S-8 registration rights.
Pursuant to the Consulting Agreement and the Amended and
Restated Consulting Agreement, each Option is subject to a limitation on
conversion (the "Limitation on Conversion") such that, unless Genovese gives
written notice 75 days in advance to the Issuer of his intention to exceed the
Limitation on Conversion, with respect to all or a specified amount of the
Option and the corresponding number of the underlying shares, in no instance
shall Genovese (together with any persons who in the determination of Genovese,
together with Genovese, constitute a group as defined in Rule 13d-5 of the
Securities Exchange Act of 1934, amended) be entitled to exercise the Option to
the extent such exercise would result in Genovese beneficially owning (in
accordance with Rule 13d-3) more than five percent (5%) of the outstanding
shares of Common Stock of the Issuer.
During March and April 2004, the Reporting Persons exercised
Options relating to 20,078,300 shares of Common Stock, using Genovese's personal
funds, BG Capital's working capital and/or cancellation of indebtedness owed to
Genovese and his affiliates as consideration for the exercise price due
therefor. The Reporting Persons have sold substantially all of such shares of
Common Stock. Due to the above-referenced Limitation on Conversion, the
Reporting Persons do not beneficially own shares of Common Stock otherwise
issuable pursuant to the remaining unexercised Options.
The Reporting Persons from time to time have effected open
market purchases of shares of Common Stock. The sources of the funds used to
effect such open market purchases
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were Genovese's personal funds and BG Capital's working capital. A description
of open market transactions during the past 60 days is set forth in Item 5(c)
hereof.
During this period the Reporting Persons have received a share
certificate relating to a purported exercise of Options for 1,100,000 shares.
The Reporting Persons did not excercise such Options and do not intend to give
consideration for the exercise price for such Options, and therefore the
Reporting Persons disclaim any beneficial ownership of the 1,100,000 shares of
Common Stock that would otherwise be issuable pursuant to such Options. The
Reporting Persons are seeking to return to the Issuer the share certificate
representing such 1,100,000 shares.
In May 2004, the Issuer terminated the Amended and Restated
Consulting Agreement. Genovese has been advised that the Securities and Exchange
Commission is conducting an informal investigation concerning the Issuer and the
trading in its shares.
The Reporting Persons intend to monitor the Issuer's progress
and depending on its performance, Genovese may seek to again become actively
involved as a consultant or in another capacity. In addition, the Reporting
Persons may from time to time: (i) acquire additional shares of Common Stock
pursuant to the Options, in the open market, in privately negotiated
transactions or otherwise, (ii) maintain their holdings at current levels,
and/or (iii) sell all or a portion of their holdings in the open market, in
privately negotiated transactions or otherwise, in each case subject to
applicable federal securities laws. Any such actions will depend upon, among
others, the availability of Issuer securities for purchase at satisfactory price
levels; the continuing evaluation of the Issuer's business, financial condition,
operations and prospects; general market, economic and other conditions; the
relative attractiveness of alternative business and investment opportunities;
the availability of financing; the actions of the management and other future
developments.
Except as otherwise set forth above in this Item 4, the
Reporting Persons have no present plans or prospects which relate to or would
result in any of the actions described in parts (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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(a) and (b) Based on the Issuer's Quarterly Report on Form
10-QSB filed with the Securities and Exchange Commission on May 24, 2004, there
were 40,029,300 shares of Common Stock issued and outstanding as of May 21,
2004. The Reporting Persons own an aggregate of 2,305,001 shares of Common Stock
or approximately 5.8% of the outstanding shares of Common Stock. Genovese, as
the sole stockholder of BG Capital, has the sole power to vote or direct the
disposition of such shares.
(c) The following is a listing of transactions in shares of
Common Stock during the past 60 days. All of the following transactions were
effected by BG Capital as open market purchases or sales on the Over-The-Counter
Bulletin Board.
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Type of Price per
Transaction Date Transaction Number of Shares Share
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6/22/2004 Buy 31,200 $1.010
6/23/2004 Buy 200,000 $1.003
6/23/2004 Buy 30,000 $0.905
6/23/2004 Buy 200,000 $0.984
7/8/2004 Buy 52,000 $0.640
7/8/2004 Buy 50,000 $0.640
7/8/2004 Buy 43,500 $0.640
7/8/2004 Buy 30,000 $0.637
7/8/2004 Buy 5,000 $0.640
7/12/2004 Sell (11,500) $1.187
7/12/2004 Sell (25,000) $1.150
7/12/2004 Sell (25,000) $1.150
7/13/2004 Sell (7,000) $1.200
7/13/2004 Buy 60,000 $1.015
7/14/2004 Buy 9,100 $0.905
7/14/2004 Buy 5,500 $0.900
7/15/2004 Buy 30,000 $0.905
7/15/2004 Buy 25,000 $0.913
7/15/2004 Buy 25,000 $0.910
7/16/2004 Buy 10,000 $0.855
7/19/2004 Sell (7,500) $1.050
7/19/2004 Sell (2,500) $1.050
7/19/2004 Buy 15,000 $1.000
7/19/2004 Buy 7,500 $1.000
7/19/2004 Buy 2,500 $1.010
7/20/2004 Buy 5,700 $1.020
7/20/2004 Buy 42,700 $1.013
7/20/2004 Buy 29,000 $1.019
7/20/2004 Buy 22,000 $1.021
7/20/2004 Buy 10,000 $1.022
7/20/2004 Buy 5,000 $1.020
7/20/2004 Buy 5,000 $1.010
7/20/2004 Buy 20,500 $1.015
7/20/2004 Buy 200 $1.000
7/21/2004 Buy 5,000 $1.040
7/21/2004 Buy 5,000 $1.040
7/21/2004 Buy 2,500 $1.040
7/21/2004 Buy 24,200 $1.046
7/21/2004 Buy 7,400 $1.045
7/22/2004 Buy 5,000 $1.050
7/22/2004 Sell (3,000) $1.085
7/22/2004 Buy 29,500 $1.055
7/22/2004 Buy 15,000 $1.045
7/22/2004 Buy 14,000 $1.045
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Type of Price per
Transaction Date Transaction Number of Shares Share
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7/22/2004 Buy 10,000 $1.040
7/22/2004 Buy 7,500 $1.050
7/22/2004 Buy 11,000 $1.040
7/23/2004 Buy 12,000 $1.052
7/23/2004 Buy 35,000 $1.051
7/23/2004 Buy 5,000 $1.040
7/23/2004 Buy 50,000 $1.040
7/23/2004 Buy 5,000 $1.040
7/26/2004 Buy 40,000 $1.010
7/26/2004 Buy 6,500 $1.018
7/26/2004 Buy 5,000 $1.010
7/27/2004 Buy 10,000 $1.020
7/27/2004 Buy 7,500 $1.040
7/27/2004 Buy 5,000 $1.030
7/27/2004 Buy 60,000 $1.023
7/27/2004 Buy 1,200 $1.010
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
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WITH RESPECT TO SECURITIES OF THE ISSUER.
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The information contained in Items 3 and 4, including the
exhibits referenced therein, are incorporated herein by reference in this Item
6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
A. Agreement of Joint Filing, by and between BG Capital and
Robert Genovese.
B. Consulting Agreement, dated as of March 11, 2004, by and
between Spectrum Sciences & Software Holdings Corp. and Robert Genovese
(incorporated herein by reference to Exhibit 10.2 to the Current Report on Form
8-K filed by the Issuer with the Securities and Exchange Commission on March 12,
2004).
C. Amended and Restated Consulting Agreement, dated as of
April 16, 2004, by and between Spectrum Sciences & Software Holdings Corp. and
Robert Genovese (incorporated herein by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed by the Issuer with the Securities and Exchange
Commission on April 21, 2004).
D. Stock Option Agreement, dated as of April 20, 2004, by and
between Spectrum Sciences & Software Holdings Corp. and Robert Genovese
(incorporated herein by
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reference to Exhibit 10.1 to the Quarterly Report on Form 10-QSB filed by the
Issuer with the Securities and Exchange Commission on May 24, 2004 (the "Form
10-QSB")).
E. Stock Option Agreement, dated as of April 20, 2004, by and
between Spectrum Sciences & Software Holdings Corp. and Robert Genovese
(incorporated herein by reference to Exhibit 10.2 to the Form 10-QSB).
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certify that the information set forth in this Statement
is true, complete and correct.
Dated: August 2, 2004 BG CAPITAL GROUP LTD.
By: /s/ Robert Genovese
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Robert Genovese, President
/s/ Robert Genovese
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ROBERT GENOVESE
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EXHIBIT A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other persons signatory below of a statement on Schedule 13D or any
amendments thereto, with respect to the common stock of Spectrum Sciences and
Software Holdings Corp., and that this Agreement be included as an attachment to
such filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement on August 2, 2004.
BG CAPITAL GROUP LTD.
By: /s/ Robert Genovese
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Robert Genovese, President
/s/ Robert Genovese
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ROBERT GENOVESE
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