SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 13)
Under the Securities Exchange Act of 1934
HALO TECHNOLOGY HOLDINGS, INC.
------------------------------
(Name of Issuer)
COMMON STOCK, $0.00001 PAR VALUE
--------------------------------
(Title of Class of Securities)
40637E106
---------
(CUSIP Number)
Adam Blonsky
c/o Crestview Capital Master, LLC
95 Revere Drive, Suite A
Northbrook, IL 60062
(847) 559-0060
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 11, 2007
------------
(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 that 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 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).
CUSIP No. 40637E106 13D/A Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Crestview Capital Master, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
8,816,413 (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
8,816,413 (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,816,413 (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Based upon 34,723,185 issued and outstanding shares of Common Stock,
calculated as the sum of (i) 30,723,185 issued and outstanding shares of Common
Stock as of February 1, 2007, as reported in the Issuer's Form 10-QSB for the
fiscal quarter ended December 31, 2006 and filed on February 14, 2007 with the
Securities and Exchange Commission, and (ii) 4,000,000 shares of Common Stock
underlying the currently-convertible Subordinated Secured Promissory Note held
by Crestview Capital Master, LLC.
CUSIP No. 40637E106 13D/A Page 3 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Crestview Capital Partners, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
8,816,413 (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
8,816,413 (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,816,413 (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Based upon 34,723,185 issued and outstanding shares of Common Stock,
calculated as the sum of (i) 30,723,185 issued and outstanding shares of Common
Stock as of February 1, 2007, as reported in the Issuer's Form 10-QSB for the
fiscal quarter ended December 31, 2006 and filed on February 14, 2007 with the
Securities and Exchange Commission, and (ii) 4,000,000 shares of Common Stock
underlying the currently-convertible Subordinated Secured Promissory Note held
by Crestview Capital Master, LLC.
This Amendment No. 13 ("Amendment No. 13") is being filed jointly by Crestview
Capital Master, LLC ("Crestview") and Crestview Capital Partners, LLC
("Crestview Partners") (each, a "Reporting Person" and, collectively, the
"Reporting Persons") and amends the Schedule 13D filed by the Reporting Persons
on March 23, 2006, as amended by Amendment No. 1 thereto filed on March 23,
2006, as amended by Amendment No. 2 thereto filed on July 24, 2006, as amended
by Amendment No. 3 thereto filed on July 28, 2006, as amended by Amendment No. 4
thereto filed on August 11, 2006, as amended by Amendment No. 5 thereto filed on
December 20, 2006, as amended by Amendment No. 6 thereto filed on March 27,
2007, as amended by Amendment No. 7 thereto filed on April 6, 2007, as amended
by Amendment No. 8 thereto filed on April 16, 2007, as amended by Amendment No.
9 thereto filed on April 18, 2007, as amended by Amendment No. 10 thereto filed
on April 30, 2007, as amended by Amendment No. 11 thereto filed on May 3, 2007,
as amended by Amendment No. 12 thereto filed on May 4, 2007 (collectively, the
"Schedule 13D"). Except as set forth below, all Items of the Schedule 13D remain
unchanged. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
On May 14, the Reporting Persons informed the Issuer that they are prepared to
increase the cash portion of the contemplated purchase price for the Empagio
business to $15.2 million and that they remain ready to seek to mutually resolve
all other aspects of a transaction with the Reporting Persons as soon as
possible.
On May 10, an advisor to the Reporting Persons indicated to the Issuer that the
Reporting Persons might be prepared to pay a $15 million cash purchase price for
the business of Empagio. On May 11, the advisor indicated to the Issuer that the
Issuer would have to propose to the Reporting Persons the terms on which the
Issuer would be prepared to proceed with a transaction with the Reporting
Persons for the Empagio business and discussions and communication continued
through May 13. On May 12, counsel to the Reporting Persons produced a revised
draft of an asset purchase agreement for consideration of the parties. In an
effort to reach an agreement with the Issuer, the Reporting Persons indicated
that they were prepared to pay total consideration for the Empagio business of
$15 million in cash, together with the assumption by the acquired Empagio
business of the $2 million subordinated note of the Issuer to a Reporting
Person, subject to a working capital adjustment an escrow holdback, and various
other terms and conditions. Despite the efforts of the Reporting Persons, an
agreement was not reached and the Issuer informed a representative of the
Reporting Persons that the Issuer intends to proceed with an alternative
transaction. The Reporting Persons believe that no agreement was reached due to
the improper advantage that the Issuer provided to another bidder, Mr. Seth
Bernstein, and due to what the Reporting Persons believe were unrealistic,
improper and unfair negotiating demands of the Issuer and the unwillingness of
the Issuer to provide the Reporting Persons with a reasonable opportunity to
resolve such demands through discussions with representatives of the Issuer.
Accordingly, on the afternoon of May 13, Mr. Stewart Flink, a managing partner
of Crestview, wrote to the Issuer's Chief Executive Officer, Mr. Bienvenu,
expressing Mr. Flink's grave concern, including as one of the Issuer's largest
shareholders, as to how the Issuer handled the proposed transaction, and stating
that Mr. Flink viewed that action as typical of Mr. Bienvenu's tenure as CEO of
the Issuer. Mr. Flink stressed for Bienvenu the Issuer's intentional and
pre-meditated breach of its exclusivity obligation to the Reporting Persons and
that the Reporting Persons intend to monitor the Issuer carefully, especially
with respect to the terms and conditions of any transaction the Issuer is
ultimately able to consummate with respect to the business of Empagio,
especially in comparison to the demands made of the Reporting Persons as to such
a
transaction and the terms and conditions on which the Reporting Persons have
attempted to acquire the Empagio business. In this regard, the Reporting Persons
are gravely concerned that the terms and conditions upon which the Reporting
Persons have been prepared to proceed to acquire the business of Empagio,
particularly the terms and conditions set forth would both be superior for the
Issuer to the terms and conditions of any other offer received by the Issuer.
The Reporting Persons reserve the right to pursue all rights and remedies that
they have against the Issuer with respect to the breach of that April 17 letter
and otherwise. Likewise, the Reporting Persons reserve the right to pursue all
rights and remedies they may have against Mr. Bernstein, Chatham Capital, and
the Issuer's senior lender, Fortress Credit, including for (i) blatant
interference with the Reporting Person's dealings with the Issuer under the
April 17 Letter, a letter and dealings that were in full public view due to the
Reporting Person's prior 13D filings and/or (ii) improperly forcing the Issuer
to accept an alternative offer for the Empagio business. The Reporting Persons
have not decided how to otherwise proceed or what other specific actions to take
in light of the Issuer's actions. The Reporting Persons reserve all legal and
other rights and remedies available to them.
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.
Dated: May 14, 2007
CRESTVIEW CAPITAL MASTER, LLC
By: CRESTVIEW CAPITAL PARTNERS, LLC, its
sole Manager
By: /s/ Daniel I. Warsh
---------------------------------------------
Name: Daniel I. Warsh
Title: Manager
CRESTVIEW CAPITAL PARTNERS, LLC
By: /s/ Daniel I. Warsh
---------------------------------------------
Name: Daniel I. Warsh
Title: Manager