SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. )*
SWISSRAY INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
871016200
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(CUSIP Number)
October 18, 2000
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1 (b)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
<PAGE>
CUSIP No. 871016200 13G
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1 NAME OF REPORTING PERSON
Sovereign Partners, LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
4,205,940 (see Note A)
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY N/A
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,205,940 (see Note A)
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
N/A
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,205,940 (see Note A)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.4% (see Note A)
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12 TYPE OF REPORTING PERSON*
PN (see Note A)
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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ITEM 1 (a) NAME OF ISSUER
Swissray International, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
80 Grasslands Road
Elmsford, New York 10523
ITEM 2 (a) NAME OF PERSON FILING
Sovereign Partners LP
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
c/o Southridge Capital Management LLC
90 Grove Street
Suite #01
Ridgefield, CT 06877
(c) CITIZENSHIP
Delaware
(d) TITLE OF CLASS OF SECURITIES
Common Stock, $.01 par value
<PAGE>
(e) CUSIP NUMBER
871016200
ITEM 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under section 15 of the Act
(b) [_] Bank as defined in section 3(a)(6) of the Act
(c) [_] Insurance company as defined in section 3(a)(19) of the
Act
(d) [_] Investment company registered under section 8 of the
Investment Company Act of 1940
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E)
(f) [_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)
(g) [_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G)
(h) [_] A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box [X]
ITEM 4 OWNERSHIP
(a) Amount beneficially owned:
4,205,940 (see Note A)
(b) Percent of class:
13.4 % (see Note A)
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
4,205,940 (see Note A)
(ii) Shared power to vote or to direct the vote: N/A
(iii) Sole power to dispose or to direct the disposition of:
4,205,940 (see Note A)
(iv) Shared power to dispose or to direct the disposition of:
N/A
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[_]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
N/A
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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 are not being held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 15 , 2000
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(Date)
Sovereign Partners LP
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(Signature)
By: Southridge Capital Management LLC GP
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By: s/Stephen Hicks
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Its: President
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<PAGE>
NOTE A
The Reporting Person received 2,555,940 shares of Common Stock of the Company
upon the mandatory conversion of a Debenture due August 2000 and 1,650,000
shares of Common Stock of the Company upon the mandatory conversion of a
Debenture due October 2000.
The Reporting Person disclaims any beneficial interest in or voting rights in
the shares of Common Stock of the Issuer held by or issuable upon the exercise
of any conversion or other rights held by any other holder of shares or such
rights of the Issuer.
