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)*
Silverstar Holdings, Ltd.
(Name
of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
G81365101
(CUSIP Number)
December 31, 2007
(Date
of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
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)
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Fund Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
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|
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
167,623
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7.
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SOLE DISPOSITIVE POWER
|
0
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8.
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SHARED DISPOSITIVE POWER
|
167,623
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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167,623
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
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|
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EXCLUDES CERTAIN SHARES*
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o
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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0.9%
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12.
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TYPE OF REPORTING PERSON*
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CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Multi-Strategy Holding Fund Ltd.
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
949,859
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7.
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SOLE DISPOSITIVE POWER
|
0
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8.
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SHARED DISPOSITIVE POWER
|
949,859
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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949,859
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
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|
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EXCLUDES CERTAIN SHARES*
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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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4.9%
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12.
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TYPE OF REPORTING PERSON*
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CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso Capital Management, L.P.
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
1,117,482
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7.
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SOLE DISPOSITIVE POWER
|
0
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8.
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SHARED DISPOSITIVE POWER
|
1,117,482
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,117,482
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
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|
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EXCLUDES CERTAIN SHARES*
|
o
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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5.7%
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12.
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TYPE OF REPORTING PERSON*
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PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basso GP, LLC
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
1,117,482
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
8.
|
SHARED DISPOSITIVE POWER
|
1,117,482
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9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,117,482
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
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|
|
EXCLUDES CERTAIN SHARES*
|
o
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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5.7%
|
12.
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TYPE OF REPORTING PERSON*
|
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Howard I. Fischer
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
1,117,482
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7.
|
SOLE DISPOSITIVE POWER
|
0
|
8.
|
SHARED DISPOSITIVE POWER
|
1,117,482
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9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,117,482
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
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|
|
EXCLUDES CERTAIN SHARES*
|
o
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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5.7%
|
12.
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TYPE OF REPORTING PERSON*
|
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Platek
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
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(a)
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x
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(b)
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o
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|
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
1,117,482
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
8.
|
SHARED DISPOSITIVE POWER
|
1,117,482
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9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,117,482
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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5.7%
|
12.
|
TYPE OF REPORTING PERSON*
|
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John Lepore
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
1,117,482
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
8.
|
SHARED DISPOSITIVE POWER
|
1,117,482
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9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,117,482
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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5.7%
|
12.
|
TYPE OF REPORTING PERSON*
|
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dwight Nelson
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
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(a)
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x
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(b)
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o
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|
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
0
1,117,482
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
8.
|
SHARED DISPOSITIVE POWER
|
1,117,482
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,117,482
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
|
EXCLUDES CERTAIN SHARES*
|
o
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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5.7%
|
12.
|
TYPE OF REPORTING PERSON*
|
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This
statement is filed with respect to the shares of common stock (the “Common
Stock”) of Silverstar Holdings, Ltd. (the “Issuer”) beneficially
owned by the Reporting Persons identified below as of December 31, 2007, and amends the
Schedule 13G Amendment No.1 filed on February 14, 2008, which amended and supplemented
the Schedule 13G originally filed by the Reporting Persons on September 19, 2007
(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”):
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•
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Basso Fund Ltd. (“Basso Fund”),
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•
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Basso Multi-Strategy Holding Fund Ltd.
(“Multi-Strategy Holding Fund”),
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•
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Basso Capital Management, L.P.
(“BCM”),
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•
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Basso GP, LLC (“Basso GP”),
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BCM is the investment manager of Basso Fund 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”).
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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Basso Fund beneficially owns 167,623 shares of Common Stock comprised
of: (a) 66,243 shares of Common Stock and (b) warrants (“Warrants”)
exercisable for 101,380 shares of Common Stock.
Multi-Strategy Holding Fund beneficially owns 949,859 shares of Common
Stock comprised of: (a) 375,377 shares of Common Stock and (b) Warrants exercisable for
574,482 shares of Common Stock.
BCM, as the investment manager of Basso Fund and Multi-Strategy Holding
Fund, is deemed to beneficially own the 1,117,482 shares of Common Stock beneficially
owned by them.
Basso GP, as the general partner of BCM, is deemed to beneficially own
the 1,117,482 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 1,117,482 shares of Common Stock
beneficially owned by Basso GP.
Collectively, the Reporting Persons beneficially own 1,117,482 shares of
Common Stock.
Basso Fund’s ownership of 167,623 shares of Common Stock
represents 0.9% of all the outstanding shares of Common Stock.
Multi-Strategy Holding Fund’s ownership of 949,859 shares of
Common Stock represents 4.9% of all the outstanding shares of Common Stock.
BCM’s, Basso GP’s and each Controlling Person’s
beneficial ownership of 1,117,482 shares of Common Stock represents 5.7% of all the
outstanding shares of Common Stock.
Collectively, the Reporting Persons beneficially own 1,117,482 shares of
Common Stock representing 5.7% of all the outstanding shares of Common
Stock.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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Not applicable.
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(ii)
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Shared power to vote or to direct the vote of shares of
Common Stock:
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Basso Fund, BCM, Basso GP and each Controlling Person have the shared
power to vote or direct the vote of the 167,623 shares of Common Stock held by Basso
Fund.
Multi-Strategy Holding Fund, BCM, Basso GP and each Controlling Person
have the shared power to vote or direct the vote of the 949,859 shares of Common Stock
held by Multi-Strategy Holding Fund.
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(iii)
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Sole power to dispose or to direct the disposition of
shares of Common Stock:
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Not applicable.
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(iv)
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Shared power to dispose or to direct the disposition of
shares of Common Stock:
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Basso Fund, BCM, Basso GP and each Controlling Person have the shared
power to dispose or to direct the disposition of the 167,623 shares of Common Stock
held by Basso 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 949,859 shares of
Common Stock held by Multi-Strategy Holding Fund.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A
CLASS.
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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
o
.
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 29, 2008
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BASSO FUND LTD.
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BASSO MULTI-STRATEGY HOLDING FUND LTD.
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BASSO CAPITAL MANAGEMENT, L.P.
(“BCM”)
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By: Basso GP, LLC
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By:
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/s/ Howard Fischer
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Howard Fischer, as a member
of Basso GP, LLC, as General
Partner of BCM (the investment
Manager of Basso Fund Ltd. and
of Basso Multi-Strategy Holding
Fund Ltd.)
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/s/ Howard Fischer
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Howard Fischer, individually and
on behalf of Basso GP, LLC, as member
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/s/ Philip Platek
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Philip Platek
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/s/ John Lepore
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John Lepore
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/s/ Dwight Nelson
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Dwight Nelson
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