SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)
RETAIL PRO, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
76131K107
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2008
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
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).
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
PSource Structured Debt Limited
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,127,885 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,127,885 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,127,885 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per
share (the "Shares"), outstanding of Retail Pro, Inc., a Delaware corporation
(the "Company") as of May 29, 2008, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal year ended December 31, 2007. As of December
31, 2008, PSource Structured Debt Limited ("PSource"), Laurus Master Fund, Ltd.
(in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the Fund, and
Valens US, the "Investors") collectively held (i) 3,096,713 Shares, (ii) a
warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise price
of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the "Second
Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per Share,
subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire
4,444,444 Shares at an exercise price of $0.23 per Share, subject to certain
adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 Shares
at an exercise price of $0.20 per Share, subject to certain adjustments, (v) a
warrant (the "Option") to acquire 14,028,152 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A") to
acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xi) a
secured convertible note ("Note 1") in the initial aggregate principal amount of
$7,000,000, which is convertible into Shares at a conversion rate of $0.08 per
Share for the first $688,955 of principal converted thereunder, and $2.00 per
Share for the remaining principal amount converted thereunder, subject to
certain adjustment(xii) a secured convertible note ("Note 2") in the initial
aggregate principal amount of $2,049,376.00, which is convertible into Shares at
a conversion rate of $2.00 per Share, subject to certain adjustments, and (xiii)
a secured convertible note ("Note 2c" and together with Note 1 and Note 2,
collectively, the "Notes") in the initial aggregate principal amount of
$1,150,624.00, which is convertible into Shares at a conversion rate of $0.08
per Share, subject to certain adjustments. The Warrants and the Notes each
contain an issuance limitation prohibiting the Investors from converting or
exercising those securities to the extent that such conversion or exercise would
result in beneficial ownership by the Investors of more than 9.99% of the Shares
then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be (a) waived by the Investors upon at least 61 days
prior notice to the Company, provided there no indebtedness owed to the
Investors is outstanding, and (b) following notice to the Company shall
automatically become null and void upon the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). In the case of the Notes, the 9.99% Issuance Limitation shall also
automatically become null and voice upon receipt by the Company of a Notice of
Redemption (as defined in and pursuant to the terms of the applicable
instrument). The Fund is in voluntary liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are
Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital
Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin
and David Grin, provides investment management services to the Fund and its two
feeder funds concerning their respective assets, including securities owned by
the Fund reported in this Schedule 13G, as amended, subject to the oversight of
the JVLs and LCM's obligations to the Fund under the Seventh Amended and
Restated Investment Management Agreement of April 26, 2007, as amended,
restated, modified and/or supplemented from time to time. PSource is managed by
LCM. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM and share sole voting and investment power over the
securities owned by the PSource, Valens US and VOFF SPV II reported in this
Schedule 13G.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Laurus Master Fund, Ltd.(In Liquidation)*
98-0337673
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_| (b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,127,885 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,127,885 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,127,885 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per
share (the "Shares"), outstanding of Retail Pro, Inc., a Delaware corporation
(the "Company") as of May 29, 2008, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal year ended December 31, 2007. As of December
31, 2008, PSource Structured Debt Limited ("PSource"), Laurus Master Fund, Ltd.
(in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the Fund, and
Valens US, the "Investors") collectively held (i) 3,096,713 Shares, (ii) a
warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise price
of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the "Second
Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per Share,
subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire
4,444,444 Shares at an exercise price of $0.23 per Share, subject to certain
adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 Shares
at an exercise price of $0.20 per Share, subject to certain adjustments, (v) a
warrant (the "Option") to acquire 14,028,152 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A") to
acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xi) a
secured convertible note ("Note 1") in the initial aggregate principal amount of
$7,000,000, which is convertible into Shares at a conversion rate of $0.08 per
Share for the first $688,955 of principal converted thereunder, and $2.00 per
Share for the remaining principal amount converted thereunder, subject to
certain adjustments(xii) a secured convertible note ("Note 2") in the initial
aggregate principal amount of $2,049,376.00, which is convertible into Shares at
a conversion rate of $2.00 per Share, subject to certain adjustments, and (xiii)
a secured convertible note ("Note 2c" and together with Note 1 and Note 2,
collectively, the "Notes") in the initial aggregate principal amount of
$1,150,624.00, which is convertible into Shares at a conversion rate of $0.08
per Share, subject to certain adjustments. The Warrants and the Notes each
contain an issuance limitation prohibiting the Investors from converting or
exercising those securities to the extent that such conversion or exercise would
result in beneficial ownership by the Investors of more than 9.99% of the Shares
then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be (a) waived by the Investors upon at least 61 days
prior notice to the Company, provided there no indebtedness owed to the
Investors is outstanding, and (b) following notice to the Company shall
automatically become null and void upon the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). In the case of the Notes, the 9.99% Issuance Limitation shall also
automatically become null and voice upon receipt by the Company of a Notice of
Redemption (as defined in and pursuant to the terms of the applicable
instrument). The Fund is in voluntary liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are
Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital
Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin
and David Grin, provides investment management services to the Fund and its two
feeder funds concerning their respective assets, including securities owned by
the Fund reported in this Schedule 13G, as amended, subject to the oversight of
the JVLs and LCM's obligations to the Fund under the Seventh Amended and
Restated Investment Management Agreement of April 26, 2007, as amended,
restated, modified and/or supplemented from time to time. PSource is managed by
LCM. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM and share sole voting and investment power over the
securities owned by the PSource, Valens US and VOFF SPV II reported in this
Schedule 13G.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Laurus Capital Management, LLC
13-4150669
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,127,885 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,127,885 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,127,885 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per
share (the "Shares"), outstanding of Retail Pro, Inc., a Delaware corporation
(the "Company") as of May 29, 2008, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal year ended December 31, 2007. As of December
31, 2008, PSource Structured Debt Limited ("PSource"), Laurus Master Fund, Ltd.
(in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the Fund, and
Valens US, the "Investors") collectively held (i) 3,096,713 Shares, (ii) a
warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise price
of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the "Second
Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per Share,
subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire
4,444,444 Shares at an exercise price of $0.23 per Share, subject to certain
adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 Shares
at an exercise price of $0.20 per Share, subject to certain adjustments, (v) a
warrant (the "Option") to acquire 14,028,152 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A") to
acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xi) a
secured convertible note ("Note 1") in the initial aggregate principal amount of
$7,000,000, which is convertible into Shares at a conversion rate of $0.08 per
Share for the first $688,955 of principal converted thereunder, and $2.00 per
Share for the remaining principal amount converted thereunder, subject to
certain adjustments(xii) a secured convertible note ("Note 2") in the initial
aggregate principal amount of $2,049,376.00, which is convertible into Shares at
a conversion rate of $2.00 per Share, subject to certain adjustments, and (xiii)
a secured convertible note ("Note 2c" and together with Note 1 and Note 2,
collectively, the "Notes") in the initial aggregate principal amount of
$1,150,624.00, which is convertible into Shares at a conversion rate of $0.08
per Share, subject to certain adjustments. The Warrants and the Notes each
contain an issuance limitation prohibiting the Investors from converting or
exercising those securities to the extent that such conversion or exercise would
result in beneficial ownership by the Investors of more than 9.99% of the Shares
then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be (a) waived by the Investors upon at least 61 days
prior notice to the Company, provided there no indebtedness owed to the
Investors is outstanding, and (b) following notice to the Company shall
automatically become null and void upon the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). In the case of the Notes, the 9.99% Issuance Limitation shall also
automatically become null and voice upon receipt by the Company of a Notice of
Redemption (as defined in and pursuant to the terms of the applicable
instrument). The Fund is in voluntary liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are
Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital
Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin
and David Grin, provides investment management services to the Fund and its two
feeder funds concerning their respective assets, including securities owned by
the Fund reported in this Schedule 13G, as amended, subject to the oversight of
the JVLs and LCM's obligations to the Fund under the Seventh Amended and
Restated Investment Management Agreement of April 26, 2007, as amended,
restated, modified and/or supplemented from time to time. PSource is managed by
LCM. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM and share sole voting and investment power over the
securities owned by the PSource, Valens US and VOFF SPV II reported in this
Schedule 13G.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Valens U.S. SPV I, LLC
20-8903266
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,127,885 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,127,885 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,127,885 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per
share (the "Shares"), outstanding of Retail Pro, Inc., a Delaware corporation
(the "Company") as of May 29, 2008, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal year ended December 31, 2007. As of December
31, 2008, PSource Structured Debt Limited ("PSource"), Laurus Master Fund, Ltd.
(in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the Fund, and
Valens US, the "Investors") collectively held (i) 3,096,713 Shares, (ii) a
warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise price
of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the "Second
Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per Share,
subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire
4,444,444 Shares at an exercise price of $0.23 per Share, subject to certain
adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 Shares
at an exercise price of $0.20 per Share, subject to certain adjustments, (v) a
warrant (the "Option") to acquire 14,028,152 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A") to
acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xi) a
secured convertible note ("Note 1") in the initial aggregate principal amount of
$7,000,000, which is convertible into Shares at a conversion rate of $0.08 per
Share for the first $688,955 of principal converted thereunder, and $2.00 per
Share for the remaining principal amount converted thereunder, subject to
certain adjustments(xii) a secured convertible note ("Note 2") in the initial
aggregate principal amount of $2,049,376.00, which is convertible into Shares at
a conversion rate of $2.00 per Share, subject to certain adjustments, and (xiii)
a secured convertible note ("Note 2c" and together with Note 1 and Note 2,
collectively, the "Notes") in the initial aggregate principal amount of
$1,150,624.00, which is convertible into Shares at a conversion rate of $0.08
per Share, subject to certain adjustments. The Warrants and the Notes each
contain an issuance limitation prohibiting the Investors from converting or
exercising those securities to the extent that such conversion or exercise would
result in beneficial ownership by the Investors of more than 9.99% of the Shares
then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be (a) waived by the Investors upon at least 61 days
prior notice to the Company, provided there no indebtedness owed to the
Investors is outstanding, and (b) following notice to the Company shall
automatically become null and void upon the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). In the case of the Notes, the 9.99% Issuance Limitation shall also
automatically become null and voice upon receipt by the Company of a Notice of
Redemption (as defined in and pursuant to the terms of the applicable
instrument). The Fund is in voluntary liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are
Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital
Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin
and David Grin, provides investment management services to the Fund and its two
feeder funds concerning their respective assets, including securities owned by
the Fund reported in this Schedule 13G, as amended, subject to the oversight of
the JVLs and LCM's obligations to the Fund under the Seventh Amended and
Restated Investment Management Agreement of April 26, 2007, as amended,
restated, modified and/or supplemented from time to time. PSource is managed by
LCM. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM and share sole voting and investment power over the
securities owned by the PSource, Valens US and VOFF SPV II reported in this
Schedule 13G.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Valens Offshore SPV II, Corp.
26-0811267
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,127,885 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,127,885 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,127,885 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per
share (the "Shares"), outstanding of Retail Pro, Inc., a Delaware corporation
(the "Company") as of May 29, 2008, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal year ended December 31, 2007. As of December
31, 2008, PSource Structured Debt Limited ("PSource"), Laurus Master Fund, Ltd.
(in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the Fund, and
Valens US, the "Investors") collectively held (i) 3,096,713 Shares, (ii) a
warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise price
of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the "Second
Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per Share,
subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire
4,444,444 Shares at an exercise price of $0.23 per Share, subject to certain
adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 Shares
at an exercise price of $0.20 per Share, subject to certain adjustments, (v) a
warrant (the "Option") to acquire 14,028,152 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A") to
acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xi) a
secured convertible note ("Note 1") in the initial aggregate principal amount of
$7,000,000, which is convertible into Shares at a conversion rate of $0.08 per
Share for the first $688,955 of principal converted thereunder, and $2.00 per
Share for the remaining principal amount converted thereunder, subject to
certain adjustments(xii) a secured convertible note ("Note 2") in the initial
aggregate principal amount of $2,049,376.00, which is convertible into Shares at
a conversion rate of $2.00 per Share, subject to certain adjustments, and (xiii)
a secured convertible note ("Note 2c" and together with Note 1 and Note 2,
collectively, the "Notes") in the initial aggregate principal amount of
$1,150,624.00, which is convertible into Shares at a conversion rate of $0.08
per Share, subject to certain adjustments. The Warrants and the Notes each
contain an issuance limitation prohibiting the Investors from converting or
exercising those securities to the extent that such conversion or exercise would
result in beneficial ownership by the Investors of more than 9.99% of the Shares
then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be (a) waived by the Investors upon at least 61 days
prior notice to the Company, provided there no indebtedness owed to the
Investors is outstanding, and (b) following notice to the Company shall
automatically become null and void upon the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). In the case of the Notes, the 9.99% Issuance Limitation shall also
automatically become null and voice upon receipt by the Company of a Notice of
Redemption (as defined in and pursuant to the terms of the applicable
instrument). The Fund is in voluntary liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are
Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital
Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin
and David Grin, provides investment management services to the Fund and its two
feeder funds concerning their respective assets, including securities owned by
the Fund reported in this Schedule 13G, as amended, subject to the oversight of
the JVLs and LCM's obligations to the Fund under the Seventh Amended and
Restated Investment Management Agreement of April 26, 2007, as amended,
restated, modified and/or supplemented from time to time. PSource is managed by
LCM. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM and share sole voting and investment power over the
securities owned by the PSource, Valens US and VOFF SPV II reported in this
Schedule 13G.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Valens Capital Management, LLC
20-8903345
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,127,885 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,127,885 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,127,885 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per
share (the "Shares"), outstanding of Retail Pro, Inc., a Delaware corporation
(the "Company") as of May 29, 2008, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal year ended December 31, 2007. As of December
31, 2008, PSource Structured Debt Limited ("PSource"), Laurus Master Fund, Ltd.
(in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the Fund, and
Valens US, the "Investors") collectively held (i) 3,096,713 Shares, (ii) a
warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise price
of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the "Second
Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per Share,
subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire
4,444,444 Shares at an exercise price of $0.23 per Share, subject to certain
adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 Shares
at an exercise price of $0.20 per Share, subject to certain adjustments, (v) a
warrant (the "Option") to acquire 14,028,152 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A") to
acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xi) a
secured convertible note ("Note 1") in the initial aggregate principal amount of
$7,000,000, which is convertible into Shares at a conversion rate of $0.08 per
Share for the first $688,955 of principal converted thereunder, and $2.00 per
Share for the remaining principal amount converted thereunder, subject to
certain adjustments(xii) a secured convertible note ("Note 2") in the initial
aggregate principal amount of $2,049,376.00, which is convertible into Shares at
a conversion rate of $2.00 per Share, subject to certain adjustments, and (xiii)
a secured convertible note ("Note 2c" and together with Note 1 and Note 2,
collectively, the "Notes") in the initial aggregate principal amount of
$1,150,624.00, which is convertible into Shares at a conversion rate of $0.08
per Share, subject to certain adjustments. The Warrants and the Notes each
contain an issuance limitation prohibiting the Investors from converting or
exercising those securities to the extent that such conversion or exercise would
result in beneficial ownership by the Investors of more than 9.99% of the Shares
then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be (a) waived by the Investors upon at least 61 days
prior notice to the Company, provided there no indebtedness owed to the
Investors is outstanding, and (b) following notice to the Company shall
automatically become null and void upon the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). In the case of the Notes, the 9.99% Issuance Limitation shall also
automatically become null and voice upon receipt by the Company of a Notice of
Redemption (as defined in and pursuant to the terms of the applicable
instrument). The Fund is in voluntary liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are
Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital
Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin
and David Grin, provides investment management services to the Fund and its two
feeder funds concerning their respective assets, including securities owned by
the Fund reported in this Schedule 13G, as amended, subject to the oversight of
the JVLs and LCM's obligations to the Fund under the Seventh Amended and
Restated Investment Management Agreement of April 26, 2007, as amended,
restated, modified and/or supplemented from time to time. PSource is managed by
LCM. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM and share sole voting and investment power over the
securities owned by the PSource, Valens US and VOFF SPV II reported in this
Schedule 13G.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
David Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,127,885 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,127,885 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,127,885 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per
share (the "Shares"), outstanding of Retail Pro, Inc., a Delaware corporation
(the "Company") as of May 29, 2008, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal year ended December 31, 2007. As of December
31, 2008, PSource Structured Debt Limited ("PSource"), Laurus Master Fund, Ltd.
(in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the Fund, and
Valens US, the "Investors") collectively held (i) 3,096,713 Shares, (ii) a
warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise price
of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the "Second
Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per Share,
subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire
4,444,444 Shares at an exercise price of $0.23 per Share, subject to certain
adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 Shares
at an exercise price of $0.20 per Share, subject to certain adjustments, (v) a
warrant (the "Option") to acquire 14,028,152 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A") to
acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xi) a
secured convertible note ("Note 1") in the initial aggregate principal amount of
$7,000,000, which is convertible into Shares at a conversion rate of $0.08 per
Share for the first $688,955 of principal converted thereunder, and $2.00 per
Share for the remaining principal amount converted thereunder, subject to
certain adjustments(xii) a secured convertible note ("Note 2") in the initial
aggregate principal amount of $2,049,376.00, which is convertible into Shares at
a conversion rate of $2.00 per Share, subject to certain adjustments, and (xiii)
a secured convertible note ("Note 2c" and together with Note 1 and Note 2,
collectively, the "Notes") in the initial aggregate principal amount of
$1,150,624.00, which is convertible into Shares at a conversion rate of $0.08
per Share, subject to certain adjustments. The Warrants and the Notes each
contain an issuance limitation prohibiting the Investors from converting or
exercising those securities to the extent that such conversion or exercise would
result in beneficial ownership by the Investors of more than 9.99% of the Shares
then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be (a) waived by the Investors upon at least 61 days
prior notice to the Company, provided there no indebtedness owed to the
Investors is outstanding, and (b) following notice to the Company shall
automatically become null and void upon the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). In the case of the Notes, the 9.99% Issuance Limitation shall also
automatically become null and voice upon receipt by the Company of a Notice of
Redemption (as defined in and pursuant to the terms of the applicable
instrument). The Fund is in voluntary liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are
Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital
Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin
and David Grin, provides investment management services to the Fund and its two
feeder funds concerning their respective assets, including securities owned by
the Fund reported in this Schedule 13G, as amended, subject to the oversight of
the JVLs and LCM's obligations to the Fund under the Seventh Amended and
Restated Investment Management Agreement of April 26, 2007, as amended,
restated, modified and/or supplemented from time to time. PSource is managed by
LCM. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM and share sole voting and investment power over the
securities owned by the PSource, Valens US and VOFF SPV II reported in this
Schedule 13G.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Eugene Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,127,885 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,127,885 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,127,885 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per
share (the "Shares"), outstanding of Retail Pro, Inc., a Delaware corporation
(the "Company") as of May 29, 2008, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal year ended December 31, 2007. As of December
31, 2008, PSource Structured Debt Limited ("PSource"), Laurus Master Fund, Ltd.
(in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the Fund, and
Valens US, the "Investors") collectively held (i) 3,096,713 Shares, (ii) a
warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise price
of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the "Second
Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per Share,
subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire
4,444,444 Shares at an exercise price of $0.23 per Share, subject to certain
adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 Shares
at an exercise price of $0.20 per Share, subject to certain adjustments, (v) a
warrant (the "Option") to acquire 14,028,152 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A") to
acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xi) a
secured convertible note ("Note 1") in the initial aggregate principal amount of
$7,000,000, which is convertible into Shares at a conversion rate of $0.08 per
Share for the first $688,955 of principal converted thereunder, and $2.00 per
Share for the remaining principal amount converted thereunder, subject to
certain adjustments(xii) a secured convertible note ("Note 2") in the initial
aggregate principal amount of $2,049,376.00, which is convertible into Shares at
a conversion rate of $2.00 per Share, subject to certain adjustments, and (xiii)
a secured convertible note ("Note 2c" and together with Note 1 and Note 2,
collectively, the "Notes") in the initial aggregate principal amount of
$1,150,624.00, which is convertible into Shares at a conversion rate of $0.08
per Share, subject to certain adjustments. The Warrants and the Notes each
contain an issuance limitation prohibiting the Investors from converting or
exercising those securities to the extent that such conversion or exercise would
result in beneficial ownership by the Investors of more than 9.99% of the Shares
then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be (a) waived by the Investors upon at least 61 days
prior notice to the Company, provided there no indebtedness owed to the
Investors is outstanding, and (b) following notice to the Company shall
automatically become null and void upon the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). In the case of the Notes, the 9.99% Issuance Limitation shall also
automatically become null and voice upon receipt by the Company of a Notice of
Redemption (as defined in and pursuant to the terms of the applicable
instrument). The Fund is in voluntary liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are
Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital
Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin
and David Grin, provides investment management services to the Fund and its two
feeder funds concerning their respective assets, including securities owned by
the Fund reported in this Schedule 13G, as amended, subject to the oversight of
the JVLs and LCM's obligations to the Fund under the Seventh Amended and
Restated Investment Management Agreement of April 26, 2007, as amended,
restated, modified and/or supplemented from time to time. PSource is managed by
LCM. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM and share sole voting and investment power over the
securities owned by the PSource, Valens US and VOFF SPV II reported in this
Schedule 13G.
Item 1(a). Name of Issuer: Retail Pro, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3252 HOLIDAY COURT, SUITE 226, LA JOLLA, CA 92037
Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. (in Liquidation)
This Schedule 13G is also filed on behalf of PSource Structured Debt
Limited, a closed ended company incorporated with limited liability
in Guernsey, Laurus Capital Management, LLC, a Delaware limited
liability company, Valens U.S. SPV I, LLC, a Delaware limited
liability company, Valens Offshore SPV II, Corp., a Delaware
corporation, Valens Capital Management, LLC, a Delaware limited
liability company, David Grin and Eugene Grin. Laurus Master Fund,
Ltd. (in Liquidation) is in voluntary liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint
Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of
Chris Johnson Associates Ltd. Laurus Capital Management, LLC, acting
through its controlling principals, Eugene Grin and David Grin,
provides investment management services to Laurus Master Fund,
Ltd.(In Liquidation) and its two feeder funds concerning their
respective assets, including the securities owned by Laurus Master
Fund, Ltd. (in Liquidation), reported in this Schedule 13G, as
amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to Laurus Master Fund, Ltd. (In
Liquidation) under the Seventh Amended and Restated Investment
Management Agreement of April 26, 2007, as amended, restated,
modified and/or supplemented. Laurus Capital Management, LLC manages
PSource Structured Debt Limited. Valens Capital Management, LLC
manages Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp.
Eugene Grin and David Grin, through other entities, are the
controlling principals of Laurus Capital Management, LLC and Valens
Capital Management, LLC and share sole voting and investment power
over the securities owned by PSource Structured Debt Limited, Valens
U.S. SPV I, LLC, and Valens Offshore SPV II, Corp. Information
related to each of PSource Structured Debt Limited, Laurus Capital
Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV II,
Corp., Valens Capital Management, LLC, Eugene Grin and David Grin is
set forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or if none, Residence: c/o
Laurus Capital Management, LLC, 335 Madison Avenue, 10th Floor, New
York, NY 10017
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 76131K107
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 6,127,885 shares of Common Stock*
(b) Percent of Class: 9.99%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
shares of Common Stock*
(ii) shared power to vote or to direct the vote: 6,127,885
shares of Common Stock*
(iii) sole power to dispose or to direct the
disposition of: 0 shares of Common Stock*
(iv) shared power to dispose or to direct the disposition of:
6,127,885 shares of Common Stock*
Item 5. Ownership of Five Percent or Less of a Class: Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not
applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities: Not applicable
Item 8. Identification and Classification of Members of the Group: Not
applicable
Item 9. Notice of Dissolution of Group: Not applicable
Item 10. Certification:
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.
-----------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per
share (the "Shares"), outstanding of Retail Pro, Inc., a Delaware corporation
(the "Company") as of May 29, 2008, as disclosed in the Company's Quarterly
Report on Form 10-Q for the fiscal year ended December 31, 2007. As of December
31, 2008, PSource Structured Debt Limited ("PSource"), Laurus Master Fund, Ltd.
(in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"), and Valens
Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the Fund, and
Valens US, the "Investors") collectively held (i) 3,096,713 Shares, (ii) a
warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise price
of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the "Second
Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per Share,
subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire
4,444,444 Shares at an exercise price of $0.23 per Share, subject to certain
adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000 Shares
at an exercise price of $0.20 per Share, subject to certain adjustments, (v) a
warrant (the "Option") to acquire 14,028,152 Shares at an exercise price of
$0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A") to
acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments, (xi) a
secured convertible note ("Note 1") in the initial aggregate principal amount of
$7,000,000, which is convertible into Shares at a conversion rate of $0.08 per
Share for the first $688,955 of principal converted thereunder, and $2.00 per
Share for the remaining principal amount converted thereunder, subject to
certain adjustments(xii) a secured convertible note ("Note 2") in the initial
aggregate principal amount of $2,049,376.00, which is convertible into Shares at
a conversion rate of $2.00 per Share, subject to certain adjustments, and (xiii)
a secured convertible note ("Note 2c" and together with Note 1 and Note 2,
collectively, the "Notes") in the initial aggregate principal amount of
$1,150,624.00, which is convertible into Shares at a conversion rate of $0.08
per Share, subject to certain adjustments. The Warrants and the Notes each
contain an issuance limitation prohibiting the Investors from converting or
exercising those securities to the extent that such conversion or exercise would
result in beneficial ownership by the Investors of more than 9.99% of the Shares
then issued and outstanding (the "9.99% Issuance Limitation"). The 9.99%
Issuance Limitation may be (a) waived by the Investors upon at least 61 days
prior notice to the Company, provided there no indebtedness owed to the
Investors is outstanding, and (b) following notice to the Company shall
automatically become null and void upon the occurrence and/or continuance of an
event of default (as defined in and pursuant to the terms of the applicable
instrument). In the case of the Notes, the 9.99% Issuance Limitation shall also
automatically become null and voice upon receipt by the Company of a Notice of
Redemption (as defined in and pursuant to the terms of the applicable
instrument). The Fund is in voluntary liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are
Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital
Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin
and David Grin, provides investment management services to the Fund and its two
feeder funds concerning their respective assets, including securities owned by
the Fund reported in this Schedule 13G, as amended, subject to the oversight of
the JVLs and LCM's obligations to the Fund under the Seventh Amended and
Restated Investment Management Agreement of April 26, 2007, as amended,
restated, modified and/or supplemented from time to time. PSource is managed by
LCM. Valens US and VOFF SPV II are managed by Valens Capital Management, LLC
("VCM"). Eugene Grin and David Grin, through other entities, are the controlling
principals of LCM and VCM and share sole voting and investment power over the
securities owned by the PSource, Valens US and VOFF SPV II reported in this
Schedule 13G.
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.
February 13, 2009
--------------------------
Date
LAURUS MASTER FUND, LTD. (IN LIQUIDATION)
By: Laurus Capital Management, LLC,
its Investment Manager
/s/ Eugene Grin
--------------------------
Eugene Grin
Principal
APPENDIX A
A. Name: PSource Structured Debt
Limited, a closed ended company
incorporated with limited liability
in Guernsey
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Place of Organization: Guernsey
B. Name: Laurus Capital Management, LLC,
a Delaware limited liability company
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Place of Organization: Delaware
C. Name: Valens U.S. SPV I LLC,
a Delaware limited liability company
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Place of Organization: Delaware
D. Name: Valens Offshore SPV II, Corp.,
a Delaware corporation
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Place of Organization: Delaware
E. Name: Valens Capital Management, LLC,
a Delaware limited liability company
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Place of Organization: Delaware
F. Name: Eugene Grin
Business Address: 335 Madison Avenue, 10th Floor Address
New York, New York 10017
Principal Principal of Valens Capital Management, LLC
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States
G. Name: David Grin
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Principal Principal of Valens Capital Management, LLC
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: Israel
Each of PSource Structured Debt Limited, Laurus Capital Management, LLC, Valens
U.S. SPV I, LLC, Valens Offshore SPV II, LLC, Valens Capital Management, LLC,
Eugene Grin and David Grin hereby agrees, by their execution below, that the
Schedule 13G to which this Appendix A is attached is filed on behalf of each of
them, respectively.
PSource Structured Debt Limited
By: Laurus Capital Management, LLC
Individually and as investment manager
/s/ Eugene Grin
----------------------------------
Eugene Grin
Principal
February 13, 2009
Valens U.S. SPV I, LLC
Valens Offshore SPV II, Corp.
By: Valens Capital Management, LLC
Individually and as investment manager
/s/ Eugene Grin
----------------------------------
Eugene Grin
Principal
February 13, 2009
/s/ Eugene Grin
----------------------------------
Eugene Grin, on his individual behalf
February 13, 2009
/s/ David Grin
----------------------------------
David Grin, on his individual behalf
February 13, 2009