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. 1)*
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, New York, New York 10176 Tel: (212) 986-6000 (Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
January 6, 2001
(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 5)
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Page 5 of 5
EWAGNE\37507.1 - 1/18/01
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
2,712,934
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,712,934
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,712,934
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [x]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
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
2,712,934
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,712,934
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,712,934
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [x]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(d) with respect to the
shares of common stock (the "Common Stock") of Cybercash, Inc. (the "Issuer")
beneficially owned by Halifax Fund, L.P. ("Halifax") and The Palladin Group,
L.P. ("Palladin" and together with Halifax, the "Reporting Persons") as of
January 17, 2001 and amends and supplements the Schedule 13G dated February 9,
1999 (the "Schedule 13G"). Except as set forth herein, the Schedule 13G is
unmodified.
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 own 1,252,579 shares of Common
Stock, and warrants to purchase 5,416,959 additional shares of
Common Stock.
However, in accordance with Rule 13d-4 under the Securities
Exchange Act of 1934, as amended, the Reporting Persons
disclaim beneficial ownership of 3,956,604 shares of Common
Stock, since the number of shares of Common Stock into which
the Reporting Persons' warrants are exercisable is limited,
pursuant to the terms of such warrants, to that number of
shares of Common Stock which would result in the Reporting
Persons having aggregate beneficial ownership of 9.9% of the
total issued and outstanding shares of Common Stock (the
"Ownership Limitation").
Therefore, in accordance with the Ownership Limitation,
Halifax and Palladin together beneficially own an aggregate of
2,712,934 shares of Common Stock, and disclaim beneficial
ownership of any additional shares of Common Stock.
(b) Percent of class:
Halifax and Palladin's aggregate beneficial ownership of
2,712,934 shares of Common Stock, constitutes 9.9% 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
In accordance with the ownership limitation, Halifax and
Palladin together have shared power to vote or direct
the vote of 2,712,934 shares of Common Stock.
<PAGE>
(iii) Sole power to dispose or to direct the disposition of
Not applicable.
(iv) Shared power to dispose or to direct the disposition of
In accordance with the ownership limitation, Halifax and
Palladin together have shared power to dispose or direct
the disposition of 2,712,934 shares of Common Stock.
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.
SIGNATURES
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: January 17, 2001
HALIFAX FUND, L.P.
By: Yarmouth Investments Ltd.,
as General Partner
By: /s/ Robert Chender
Robert Chender
Managing Director
THE PALLADIN GROUP, L.P.
By: Palladin Capital Management, LLC,
as General Partner
By: /s/ Robert Chender
Robert Chender
Authorized Person
