SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-
2(b)
(Amendment No. _______)*
Cybercash, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
232462101
(CUSIP Number)
Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen,
P.C., 551 Fifth Avenue, 18th Floor, New York, New York 10176,
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 11, 1998
(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)
*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 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 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).
(Continued on the following pages)
(Page 1 of 9)
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Halifax Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, BWI
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,432,865
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,432,865
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,432,865
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.89%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
The Palladin Group, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,432,865
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,432,865
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,432,865
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.89%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Item 1(a). Name of Issuer:
Cybercash, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
2100 Reston Parkway, 3rd Floor
Reston, Virginia 20191
Item 2(a). Name of Person Filing:
The names of the persons filing this statement on Schedule
13G are: Halifax Fund, L.P., a Cayman Islands exempted
limited partnership ("Halifax"), and The Palladin Group,
L.P., a Texas limited Partnership ("Palladin"). Yarmouth
Investments Ltd., a Cayman Islands exempted company
("Yarmouth") is the sole general partner of Halifax.
Palladin Capital Management, LLC, a Delaware limited
liability company ("PCM"), is the sole general partner of
Palladin. Palladin is the investment manager for Halifax.
Palladin expressly disclaims equitable ownership of and
pecuniary interest in any shares of Common Stock. Both PCM
and Yarmouth are controlled by Jeffrey Devers ("Devers").
Item 2(b). Address of Principal Business Office or, if None,
Residence:
HALIFAX
The business address of Halifax is c/o CITCO Fund
Services (Cayman Islands) Limited, Corporate Centre,
West Bay Road, Grand Cayman, Cayman Islands, British
West Indies.
PALLADIN
The business address of Palladin is 40 West 57th Street,
15th Floor, New York, New York 10019.
Item 2(c). Citizenship:
Halifax is an exempted limited partnership formed under the
laws of the Cayman Islands.
Palladin is a limited partnership formed under the laws of
Texas.
Item 2(d). Title of Class of Securities:
Common Stock, $.001 par value (the "Common Stock")
Item 2(e). CUSIP Number: 232462101<PAGE>
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 Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of
the Exchange Act.
(c) [ ] Insurance company defined in Section
3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under
Section 8 of the Investment Company Act.
(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;
(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.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
Halifax and Palladin together beneficially own
1,044,450 shares of Common Stock, and warrants to
purchase 388,415 additional shares of Common Stock.
(b) Percent of class:
Halifax and Palladin's aggregate beneficial
ownership of 1,432,865 shares of Common Stock,
constitutes 8.89% of all of the outstanding shares
of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote
Halifax and Palladin together have shared power
to vote or direct the vote of 1,432,865 shares of
Common Stock.
(iii) Sole power to dispose or to direct the
disposition of
Not applicable.
(iv) Shared power to dispose or to direct the
disposition of
Halifax and Palladin together have
shared power to dispose or direct the disposition of
1,432,865 shares of Common Stock.
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 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.
Not applicable.
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 2(a).
Item 9. Notice of Dissolution of Group.
Not applicable.<PAGE>
Item 10. Certification.
By signing below the undersigned certifies that, to the best
of its 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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.
Dated: February 9, 1999
HALIFAX FUND, L.P.
By: Yarmouth Investments Ltd.,
General Partner
By: /s/ Robert Chender
Robert Chender
Authorized Person
THE PALLADIN GROUP, L.P.
By: Palladin Capital Management, LLC,
General Partner
By: /s/ Robert Chender
Robert Chender
Authorized Person
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13G with respect to the Common Stock of Cybercash, Inc. dated
February 9, 1999 is, and any further amendments thereto signed by
each of the undersigned shall be, filed on behalf of each of the
undersigned pursuant to and in accordance with the provisions of
Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Dated: February 9, 1999
HALIFAX FUND, L.P.
By: Yarmouth Investments Ltd.,
General Partner
By: /s/ Robert Chender
Robert Chender
Authorized Person
THE PALLADIN GROUP, L.P.
By: Palladin Capital Management, LLC,
General Partner
By: /s/ Robert Chender
Robert Chender
Authorized Person
