SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Cycle Country Accessories Corp.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
232984104
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(CUSIP Number)
David Grin
Director
Laurus Master Fund, Ltd.
825 Third Avenue, 14th Floor
New York, NY 10022
Telephone: (212) 541-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
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Page 2
CUSIP No. 232984104 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
98-0337673
Laurus Master Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER: 458,906
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 458,906
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
458,906
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.00%
14 TYPE OF REPORTING PERSON:* CO
Page 3
Item 1. Security and Issuer.
The Amendment No. 1 to the Statement on Schedule 13D filed with the
U.S. Securities Exchange Commission on June 30, 2004 is filed with
respect to the Common Stock of Cycle Country Accessories Corp. The
principal executive offices of the Cycle Country Accessories Corp. are
located at P.O. Box 239, 2188 Highway 86, Milford, Iowa 51351.
Item 2. Identity and Background
No Change
Page 4
Item 3. Source and Amount of Funds or Other Consideration.
No Change
Item 4. Purpose of the Transaction
No Change
Item 5. Interests in Securities of the Issuer.
(a) Number of Shares Beneficially Owned: 458,906 shares
Right to Acquire: 40,000 shares (included in amount beneficially
owned set forth above)
Percent of Class: 11.00% (based upon 4,171,000 shares of common
stock outstanding).
(b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares:
458,906 shares
Shared Power to Vote, Direct the Vote of, or Dispose of Shares: None
(c) Recent Transactions:
The Reporting Person sold on the American Stock Exchange the
following shares of Common Stock of the Issuer on the following
dates in the following amounts and received the following proceeds
from such sale:
Date Sold Amount of Proceeds received
shares sold from sale of shares Price per Share
6/8/2004 1,801 $ 9,394.84 $ 5.22
6/9/2004 10,600 $ 54,204.44 $ 5.11
6/10/2004 6,900 $ 36,429.44 $ 5.28
6/16/2004 10,600 $ 55,777.44 $ 5.26
6/17/2004 1,900 $ 9,977.09 $ 5.25
6/22/2004 5,400 $ 28,485.44 $ 5.28
6/28/2004 50,100 $252,504.00 $ 5.04
6/29/2004 4,500 $ 22,500.00 $ 5.00
Page 5
On June 2, 2004, the Reporting Person converted $117,900 of its
preferred stock investment in a subsidiary of the issuer into 30,000
shares of Common Stock of the Issuer, which investment was initially
made pursuant to the Securities Purchase Agreement and the Related
Agreements referred to below.
On June 22, 2004, the Reporting Person agreed with the Issuer
(notwithstanding the terms of prior agreements limiting the
Reporting Person's right to own no more than 4.99% of the issued and
outstanding Common Stock of the Issuer) to convert into 478,906
shares of Common Stock of the Issuer $1,879,350 of its preferred
stock investment in a subsidiary of the Issuer made pursuant to a
Securities Purchase Agreement, dated as of June 9, 2003, between the
Issuer and the Reporting Person (as amended, modified or
supplemented from time to time, the "Securities Purchase
Agreement"), and certain related agreements referred to, or entered
into in connection with, the Securities Purchase Agreement (such
related agreements, as amended, modified or supplemented from time
to time, the "Related Agreements"). Each of the Securities Purchase
Agreement and the Related Agreements are included as Exhibits
hereto.
(d) Rights with Respect to Dividends or Sales Proceeds: N/A
(e) Date of Cessation of Five Percent Beneficial Ownership: N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No Change
Item 7. Material to Be Filed as Exhibits.
No Change
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 as of July 1, 2004.
Laurus Master Fund, Ltd.
By: /s/ David Grin
David Grin
Director
Page 6
APPENDIX A
No Change
EXHIBIT INDEX
No Change