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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
YIELDUP INTERNATIONAL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
985837 10 3
(CUSIP Number)
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)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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).
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13G
CUSIP NO. 985837 10 3
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arbitrade LLC (36-3993234)
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Arbitrade LLC (Illinois, USA)
NUMBER OF (5) SOLE VOTING POWER
SHARES 200,000*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 855,600*
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 200,000*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 855,600*
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,600
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.41%
12) TYPE OF REPORTING PERSON
Arbitrade LLC (BD)
* By virtue of its possible "group" affiliation, it has shared voting and shared
dispositive power over 855,600 shares; however, Arbitrade LLC individually has
sole voting and dispositive authority over 200,000 shares (which are included in
the aggregate of amount of 855,600)
2
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13G
CUSIP NO. 985837 10 3
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deephaven Market Neutral Trading LP (36-7055681)
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Deephaven Market Neutral Trading LP (Illinois, USA)
NUMBER OF (5) SOLE VOTING POWER
SHARES 234,270*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 855,600*
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 234,270*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 855,600*
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,600
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.41%
12) TYPE OF REPORTING PERSON
Deephaven Market Neutral Trading LP (BD)
* By virtue of its possible "group" affiliation, it has shared voting and shared
dispositive power over 855,600 shares; however, Deephaven Market Neutral Trading
LP individually has sole voting and dispositive authority over 234,270 shares
(which are included in the aggregate of amount of 855,600)
3
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13G
CUSIP NO. 985837 10 3
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deephaven Market Neutral Fund Limited (NA)
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Deephaven Market Neutral Fund Limited (British Virgin
Islands)
NUMBER OF (5) SOLE VOTING POWER
SHARES 286,330*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 855,600*
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 286,330*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 855,600*
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,600
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.41%
12) TYPE OF REPORTING PERSON
Deephaven Market Neutral Fund Limited (PN)
* By virtue of its possible "group" affiliation, it has shared voting and shared
dispositive power over 855,600 shares; however, Deephaven Market Neutral Fund
Limited individually has sole voting and dispositive authority over 286,330
shares (which are included in the aggregate of amount of 855,600)
4
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13G
CUSIP NO. 985837 10 3
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deephaven Opportunity Trading Fund LP (NA)
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Deephaven Opportunity Trading Fund LP (British Virgin
Islands)
NUMBER OF (5) SOLE VOTING POWER
SHARES 125,000*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 855,600*
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 125,000*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 855,600*
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,600
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.41%
12) TYPE OF REPORTING PERSON
Deephaven Opportunity Trading Fund LP (BD)
* By virtue of its possible "group" affiliation, it has shared voting and shared
dispositive power over 855,600 shares; however, Deephaven Opportunity Trading
Fund LP individually has sole voting and dispositive authority over 125,000
shares (which are included in the aggregate of amount of 855,600)
5
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13G
CUSIP NO. 985837 10 3
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colin Smith (SS# available upon request)
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Colin Smith (USA)
NUMBER OF (5) SOLE VOTING POWER
SHARES 10,000*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 855,600*
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 10,000*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 855,600*
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,600
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.41%
12) TYPE OF REPORTING PERSON
Colin Smith (IN)
* By virtue of his possible "group" affiliation, he has shared voting and shared
dispositive power over 855,600 shares; however, Mr. Smith individually has sole
voting and dispositive authority over 10,000 shares (which are included in the
aggregate of amount of 855,600)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
DISCLAIMER: Information in this Schedule 13G is provided solely for the purpose
of complying with Sections 13(d) and 13(g) of the Act and regulations
promulgated thereunder, and is not to be construed as an admission for any
purpose whatsoever.
Item 1(a) Name of Issuer:
YIELDUP INTERNATIONAL CORPORATION
Item 1(b) Address of Issuer's Principal Executive Offices:
117 Easy Street
Mountain View, CA 94043
Item 2(a) Name of Person Filing:
Arbitrade LLC
Deephaven Market Neutral Trading LP
Deephaven Market Neutral Fund Limited
Deephaven Opportunity Trading Fund LP
Colin Smith
Item 2(b) Address of Principal Business Office:
c/o Arbitrade Holdings LLC
1712 Hopkins Crossroad
Minnetonka, MN 55305
Item 2(c) Citizenship:
Arbitrade LLC (Illinois, USA)
Deephaven Market Neutral Trading LP (Illinois, USA)
Deephaven Market Neutral Fund Limited (British Virgin
Islands)
Deephaven Opportunity Trading Fund LP (British Virgin
Islands)
Colin Smith (USA)
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
985837 10 3
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Item 3 The person filing is a:
Arbitrade LLC (BD)
Deephaven Market Neutral Trading LP (BD)
Deephaven Market Neutral Fund Limited (PN)
Deephaven Opportunity Trading Fund LP (BD)
Colin Smith (IN)
If this statement is filed pursuant to Rule 13d-1(c), check
this box. [x]
Item 4 Ownership:
See Items 5-11 of each cover page
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 persons have ceased to be beneficial owners
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:
See Schedule A for a listing of control persons of the
Reporting Persons which persons may be deemed to be indirect
beneficial owners of the securities reported herein.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not applicable.
Item 8 Identification and Classification of Members of the Group:
See Item 5-12 of each cover page.
This statement is being filed by the parties hereto,
including Deephaven Market Neutral Trading LP, Deephaven
Market Neutral Fund Limited, and Deephaven Opportunity
Trading Fund LP (collectively referred to as the "Private
Investment Partnership Entities"). The Private Investment
Partnership Entities are separaely managed by affiliates of
Arbitrade Holdings LLC. (the "managers") Colin Smith is a
trader employed by the managers. Arbitrade LLC is an affiliate
of Arbitrade Holdings LLC and is a proprietary trading vehicle.
These entities have purchased the subject securities, at the
direction and control of the managers, where applicable, in the
ordinary course of their respective businesses and not with the
purpose of effecting change or influencing the control of the
issuer.
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
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By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes 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.
Date: July 8, 1999
Arbitrade LLC
By: /s/ Gary Sobczak
Deephaven Market Neutral Trading LP
By: /s/ Gary Sobczak
Deephaven Market Neutral Fund Limited
By: /s/ Gary Sobczak
Deephaven Opportunity Trading Fund LP
By: /s/ Gary Sobczak
/s/ Colin Smith
Colin Smith
9
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Schedule A
Control Persons of:
1. Deephaven Market Neutral Trading LP (an Illinois limited
partnership)
- Deephaven Market Neutral Fund Limited (a British Virgin
Islands corporation)
- Deephaven Capital Management LLC (a Delaware limited
liability company)
2. Deephaven Market Neutral Fund Limited (a British Virgin
Islands corporation)
- Deephaven Capital LLC (a Delaware limited liability
company)
3. Deephaven Opportunity Trading Fund LP (a British Virgin
Islands partnership)
- Deephaven Opportunity Fund LLC (a Delaware limited
liability company)
- Deephaven Opportunity Fund Limited (a British Virgin
Islands company)
- Deephaven Investment Advisers LLC (a Delaware LLC)
4. Deephaven Capital Management LLC, Deephaven Capital LLC,
and Deephaven Investment Advisers LLC
- Arbitrade Holdings LLC (a Delaware LLC)
5. Arbitrade Holdings LLC
- Irvin Kessler, Merrill Ferguson, Efraim Gildor, Peter
Hajas, and Mark Lyons.
All can be reached at:
- c/o Arbitrade Holdings LLC
1712 Hopkins Crossroad
Minnetonka, MN 55305
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