QuikByte Software, Inc.
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
(CUSIP Number)
Glenn L. Halpryn
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
Telephone: (305) 573-4112
(Name, address and telephone number of person
authorized to receive notices and communications)
(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box o.
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.
*The remainder of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the 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 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)
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1 |
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NAMES OF REPORTING PERSONS
Glenn L. Halpryn |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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PF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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8,641,736(1)(2) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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73,434,374(2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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8,641,736(1)(2) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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73,434,374(2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
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8,641,736(1)(2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
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7.8%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
(1) Includes all shares of common
stock that the Reporting Person intends to acquire in accordance with the
transactions described in Item 4 of this Schedule 13D.
(2) The Reporting Person disclaims
beneficial ownership of these shares of common stock as described in Items 4 and
5 of this Schedule 13D.
(3) Percentage of class calculated
after giving effect to the transactions described in Item 4 of this Schedule
13D.
Page 2 of 10
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1 |
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NAMES OF REPORTING PERSONS
Steven Jerry Glauser |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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PF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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41,086,194(1)(2) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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41,086,194(1)(2) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
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41,086,194(1)(2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
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37.1%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
(1) Includes all shares of common
stock that the Reporting Person intends to acquire in accordance with the
transactions described in Item 4 of this Schedule 13D.
(2) The Reporting Person disclaims
beneficial ownership of these shares of common stock as described in Items 4 and
5 of this Schedule 13D.
(3) Percentage of class calculated
after giving effect to the transactions described in Item 4 of this Schedule
13D.
Page 3 of 10
ITEM 1. Security and Issuer.
This Schedule 13D (this 13D) is filed with respect to the common stock, par value $0.0001
per share, of QuikByte Software, Inc., a Colorado corporation (the Issuer). The principal
executive offices of the Issuer are located at 190 Lakeview Way, Vero Beach, Florida 32963.
ITEM 2. Identity and Background.
(a) This 13D is filed jointly by Mr. Glenn L. Halpryn (Halpryn) and Mr. Steven Jerry Glauser
(Glauser and, each of Halpryn and Glauser, a Reporting Person and, together, the Reporting
Persons). Each Reporting Person further states as to himself:
(b) Halpryn has a business address of 4400 Biscayne Boulevard, Suite 950, Miami, Florida
33137. Glauser has a business address of 1400 16th Street, Suite 510, Denver, Colorado 80202.
(c) Such Reporting Person is an investor as his principal occupation.
(d) Such Reporting Person has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Such Reporting Person has not, within the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Such Reporting Person is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
Each Reporting Person will use his personal funds to acquire the shares of the Issuers common
stock in the transactions described in Item 4 of this 13D.
ITEM 4. Purpose of Transaction.
On June 2, 2008, Halpryn entered into each of two stock purchase agreements, the first (as
amended, the Keating Agreement) by and among KI Equity Partners V, LLC, Mr. Kevin R. Keating and
Halpryn, individually and as agent for certain investors (the Investors), and the second by and
between Garisch Financial, Inc. and Halpryn, individually and as agent for the Investors (as
amended, the Garisch Agreement and, together with the Keating Agreement, the Agreements) (KI
Equity Partners V, LLC, Mr. Keating and Garisch Financial, Inc. are referred to collectively as the
Sellers and each, a Seller). Subject to the satisfaction or waiver of numerous conditions,
Halpryn has the right under the Agreements to acquire an aggregate of 74,600,000 shares (the
Shares) or approximately 94% of the Issuers common stock as follows: 69,100,000 shares under the
Keating Agreement and 5,500,000 shares under the Garisch Agreement, for an aggregate purchase price
of $926,273.46 and $73,726.54, respectively.
As contemplated by the Agreements, Halpryn has severally assigned to the Investors his right
to acquire directly from the Sellers an aggregate of 73,434,374 of the Shares (the Assigned
Shares), of which, upon Closing (as defined below), 32,637,500 shares will be acquired by Glauser.
Halpryn disclaims beneficial ownership of all Assigned Shares.
The closings of the transactions (the Closing) contemplated by the Agreements are subject to
the fulfillment of conditions precedent, including that: (i) the existing directors of the Issuer
will increase the size of the Issuers board of directors (the Board) to five directors; (ii) the
Issuers existing directors and officers will resign effective upon the Closing; (iii) the existing
directors will appoint the designees of the Investors as detailed in the Issuers Information
Statement on Schedule 14f-1, as amended, as originally
filed with the Securities and Exchange Commission on June 11, 2008; and (iv) the existing
directors will appoint Halpryn as the Issuers President and Chief Executive Officer.
Page 4 of 10
As soon as practical after the Closing, it is anticipated that Halpryn will cause the Issuer
to issue to the Reporting Persons and the Investors, in a private placement transaction (the
Private Placement), an aggregate of 31,437,000 shares of common stock (the Post-Closing
Shares), providing anticipated gross proceeds of $500,000 for working capital purposes. In the
aggregate, upon consummation of the Private Placement, the separate common stock holdings of the
Reporting Persons and each of the Investors will comprise approximately 95.8% of the Issuers then
issued and outstanding common stock. Halpryn and Glauser will respectively acquire 7,476,110 and
8,448,694 of the Post-Closing Shares in the Private Placement, after which Halpryn will
beneficially own an aggregate of 8,641,736 shares, or approximately 7.8% of the Issuers then
outstanding common stock, and Mr. Glauser will beneficially own a total of 41,086,194 shares, or
approximately 37.1% of the Issuers then outstanding common stock. No other Investor will have
direct, indirect, sole or shared beneficial ownership of 5.0% or more of the Issuers outstanding
common stock. In addition, following the consummation of the foregoing transactions, there will
not exist any agreement between or among any of the Reporting Persons or the Investors regarding
the purchase, disposition, holding or voting of any of the Issuers securities. Accordingly, each
Reporting Person disclaims beneficial ownership of the shares of common stock held by one another
and by each of the Investors.
After giving effect to the transactions described in this Item 4, the Reporting Persons and
Investors beneficial ownership of the Issuers common stock will be as set forth in the table below.
Unless otherwise indicated, each person named in the table below will have the sole power to vote
and dispose of the number of shares beneficially owned by such person. To the Reporting Persons
knowledge, the source of funds for each Investors purchase of Shares and Post-Closing Shares is
the personal funds of such Investor.
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Number of |
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Percentage of |
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Outstanding Shares |
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Outstanding Shares |
Name of Beneficial Owner |
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Beneficially Owned |
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of Common Stock(1) |
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REPORTING PERSONS: |
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Glenn L. Halpryn |
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8,641,736 |
(2) |
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7.8 |
%(2) |
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Steven Jerry Glauser |
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41,086,194 |
(2) |
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37.1 |
%(2) |
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OTHER INVESTORS: |
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Ernest M. Halpryn |
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4,897,983 |
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4.4 |
% |
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Feiner Family Partnership |
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Michael A. Feiner |
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3,951,434 |
(3) |
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3.6 |
%(3) |
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Claudio Columbo |
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3,386,944 |
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3.1 |
% |
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Joseph H. Levy Revocable Trust |
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Joseph H. Levy |
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4,515,925 |
(4) |
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4.1 |
%(4) |
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Sheldon Lowe |
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2,822,453 |
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2.5 |
% |
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Allan Jay Weisberg |
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785,925 |
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0.7 |
% |
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Noah Silver |
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4,054,685 |
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3.7 |
% |
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Ronald Stein |
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1,693,472 |
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1.5 |
% |
Page 5 of 10
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Number of |
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Percentage of |
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Outstanding Shares |
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Outstanding Shares |
Name of Beneficial Owner |
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Beneficially Owned |
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of Common Stock(1) |
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Richard Alman |
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4,515,925 |
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4.1 |
% |
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Andrew H. Marshak |
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1,411,227 |
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1.3 |
% |
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Paul K. & Lori Schrier |
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564,491 |
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0.5 |
% |
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SCG Capital, LLC Steven Geduld |
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2,257,962 |
(5) |
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2.0 |
%(5) |
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David M. Berman |
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846,736 |
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0.8 |
% |
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Barry Rabkin |
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1,411,227 |
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1.3 |
% |
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Andrew Brooks |
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1,411,227 |
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1.3 |
% |
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James A. Goldsmith |
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1,693,472 |
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1.5 |
% |
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MZ Trading, LLC Mark Zeitchick |
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1,411,227 |
(6) |
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1.3 |
%(6) |
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James S & Mindy E. Cassell |
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1,411,227 |
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1.3 |
% |
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Adam Malamed |
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1,411,227 |
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1.3 |
% |
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David Rosenberg |
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1,411,227 |
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1.3 |
% |
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Richard J. Lampen |
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1,128,981 |
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1.0 |
% |
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Morgan Energy Corporation Profit Sharing Plan Thomas Morgan |
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1,411,227 |
(7) |
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1.3 |
%(7) |
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Marc Bell |
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1,411,227 |
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1.3 |
% |
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Howard M. Lorber |
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1,128,981 |
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1.0 |
% |
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Richard J. Rosenstock |
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1,411,227 |
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1.3 |
% |
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Guillermo Rozenblum |
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1,128,981 |
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1.0 |
% |
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Stewart B. Davis |
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1,411,227 |
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1.3 |
% |
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Mark Bochner |
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1,411,227 |
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1.3 |
% |
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(1) |
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Based upon 110,739,460 shares outstanding after giving effect to the transactions described
in this Item 4. |
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(2) |
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Excludes those shares of common stock, the beneficial ownership of which is disclaimed by the
Reporting Person in this Item 4. |
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(3) |
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To the Reporting Persons knowledge, Michael A. Feiner, as manager of the Feiner Family
Partnership (the Partnership), will exercise voting and dispositive control over the shares to be held
by the Partnership. Micheal A. Feiner disclaims beneficial ownership of such shares except to
the extent of his pecuniary interest therein. |
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(4) |
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To the Reporting Persons knowledge, Joesph H. Levy, as trustee of the Joseph H. Levy
Revocable Trust (the Trust), will exercise voting and dispositive control over the shares to be held
by the Trust. Mr. Levy disclaims beneficial ownership of such shares except to the extent of
his pecuniary interest therein. |
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(5) |
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To the Reporting Persons knowledge, Steven Geduld, as president of SCG Capital, LLC (SCG),
will exercise voting and dispositive control over the shares to be held by SCG. Mr. Geduld disclaims
beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
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(6) |
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To the Reporting Persons knowledge, Mark Zeitchick, as manager of MZ Trading, LLC (MZ),
will exercise voting and dispositive control over the shares to be held by MZ. Mr. Zeitchick disclaims
beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
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(7) |
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To the Reporting Persons knowledge, Thomas Morgan, as trustee of the Morgan Energy
Corporation Profit Sharing Plan (the Plan), will exercise voting and dispositive control over
the shares to be held by the Plan. Mr. Morgan disclaims beneficial ownership of such shares except
to the extent of his pecuniary interest therein. |
From and after Closing, the Reporting Persons anticipate that the Issuer, which is a shell
company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended), will
continue to follow its current business plan, which is to seek a target company with which to merge
or to complete a business combination. As of the date of this 13D, no agreement has been entered
into in respect of such a transaction, and there is no assurance that any such transaction will be
effected in the near future or at all.
Page 6 of 10
Except as described in this 13D, neither of the Reporting Persons has any present plan or
proposal that relates to, or could result in, any of the events referred to in paragraphs (a)
through (j), inclusive, of Item 4 of Schedule 13D. Given the Issuers business plan and status as
a shell company, however, the Reporting Persons may at any time in the future propose that the
Issuer take one or more of such actions.
ITEM 5. Interest in Securities of the Issuer.
Because of the substantial conditions precedent to the consummation of the transactions
described herein, each Reporting Person disclaims current beneficial ownership of the shares
reported in this 13D; however, the Reporting Persons have determined to file this 13D because such
position is not free from doubt. After giving effect to the transactions described in Item 4 of
this 13D, the Reporting Persons beneficial ownership of the
Issuers common stock will be as set forth
in the table below. Each of the Reporting Persons will have the sole power to vote and dispose of
the number of shares beneficially owned by such person.
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Number of |
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Percentage of |
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Outstanding Shares |
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Outstanding Shares |
Name of Beneficial Owner |
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Beneficially Owned |
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of Common Stock(1) |
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REPORTING PERSONS: |
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Glenn L. Halpryn |
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8,641,736 |
(2) |
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7.8 |
%(2) |
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Steven Jerry Glauser |
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41,086,194 |
(2) |
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37.1 |
%(2) |
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(1) |
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Based upon 110,739,460 shares outstanding after giving effect to the transactions described
in Item 4 of this 13D. |
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(2) |
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Excludes those shares of common stock to be acquired by the other Investors, the beneficial
ownership of which is disclaimed by the Reporting Person in Item 4 of this 13D. |
Halpryn will acquire (i) 1,165,626 Shares under the Agreements at a purchase price of
approximately $0.0134 per share and (ii) 7,476,110 Post-Closing Shares in the Private Placement at
a purchase price of approximately $0.0048 per share.
Glauser will acquire (i) 32,637,500 Shares under the Agreements at a purchase price of
approximately $0.0134 per share and (ii) 8,448,694 Post-Closing Shares in the Private Placement at
a purchase price of approximately $0.0234 per share.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
The description of the Agreements (the Agreement Description) contained in Item 4 to this
13D is hereby incorporated by reference in this Item 6. The Agreement Description is merely a
summary and is qualified in its entirety by the full text of the Agreements, which are attached as
Exhibits 99.1 and 99.2 to this 13D and are hereby incorporated herein by reference.
Halpryn has entered into a separate subscription agreement (a Subscription Agreement) with
each Investor in connection with the assignment of the Assigned Shares to such Investor and the
acquisition in the Private Placement of a portion of the Post-Closing Shares by such Investor.
Each Subscription Agreement provides that the Investor party thereto will purchase from the Sellers
a portion of the Shares and, in the Private Placement, a portion of the Post-Closing Shares. In
addition, each Subscription Agreement contains terms, disclosure, covenants and conditions that are
customary in private securities transactions exempt from registration under the Securities Act of
1933, as amended, pursuant to Section 4(2) therein and Rule 506 of Regulation D promulgated
thereunder. The foregoing description of the
Subscription Agreement is merely a summary and is qualified in its entirety by the full text
of the form of Subscription Agreement attached as Exhibit 99.3 to this 13D and incorporated herein
by reference.
Page 7 of 10
ITEM 7. Material to be Filed as Exhibits.
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Exhibit |
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Number |
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Description |
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99.1 |
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Stock Purchase Agreement, dated as of June 2, 2008, by and among KI
Equity Partners V, LLC, a Delaware limited liability company, Mr. Kevin R. Keating
and Mr. Glenn L. Halpryn individually and as agent for certain investors, including
the amendments thereto. |
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99.2 |
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Stock Purchase Agreement, dated as of June 2, 2008, by and between
Garisch Financial, Inc., an Illinois corporation and Mr. Glenn L. Halpryn,
individually and as agent for certain investors, including the amendments thereto. |
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99.3 |
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Forms of Subscription Agreement |
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99.4 |
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Joint Filing Agreement |
Page 8 of 10
SIGNATURES
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.
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June 20, 2008 |
/s/ Glenn L. Halpryn
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Glenn L. Halpryn |
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June 20, 2008 |
/s/ Steven Jerry Glauser
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Steven Jerry Glauser |
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Page 9 of 10
EXHIBIT INDEX
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Exhibit |
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|
Number |
|
Description |
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99.1 |
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Stock Purchase Agreement, dated as of June 2, 2008, by and
among KI Equity Partners V, LLC, a Delaware limited
liability company, Mr. Kevin R. Keating and Mr. Glenn L.
Halpryn individually and as agent for certain investors,
including the amendments thereto. |
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|
|
|
|
|
99.2 |
|
|
Stock Purchase Agreement, dated as of June 2, 2008, by and
between Garisch Financial, Inc., an Illinois corporation
and Mr. Glenn L. Halpryn, individually and as agent for
certain investors, including the amendments thereto. |
|
|
|
|
|
|
99.3 |
|
|
Forms of Subscription Agreement |
|
|
|
|
|
|
99.4 |
|
|
Joint Filing Agreement |
Page 10 of 10